Capital Trust, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland	94-6181186
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
410 Park Avenue, 14 th Floor, New York, NY	10022
(Address of principal executive offices)	(Zip Code)
(212) 655-0220 (Registrant's telephone number, including area code)

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý    No o

 

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

 

Large accelerated filer  o		Accelerated filer  o
Non-accelerated filer    o (Do not check if a smaller reporting company)		Smaller Reporting Company ý

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of outstanding shares of the registrant's class A common stock, par value $0.01 per share, as of July 20, 2012 was 22,515,107.

 

 

 

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CAPITAL TRUST, INC.

INDEX

 

Part I.	Financial Information
	Item 1:	Financial Statements	1
		Consolidated Balance Sheets – June 30, 2012 (unaudited) and December 31, 2011
		Consolidated Statements of Operations – Six Months Ended June 30, 2012 (unaudited) and 2011 (unaudited)	3
		Consolidated Statements of Comprehensive Income – Six Months Ended June 30, 2012 (unaudited) and 2011 (unaudited)	4
		Consolidated Statements of Changes in Equity (Deficit) – Six Months Ended June 30, 2012 (unaudited) and 2011 (unaudited)	5
		Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 (unaudited) and 2011 (unaudited)	6
		Notes to Consolidated Financial Statements (unaudited)	7
	Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	49
	Item 3:	Quantitative and Qualitative Disclosures About Market Risk	71
	Item 4:	Controls and Procedures	72
Part II.	Other Information
	Item 1:	Legal Proceedings	73
	Item 1A:	Risk Factors	73
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	73
	Item 3:	Defaults Upon Senior Securities	73
	Item 4:	Mine Safety Disclosures	73
	Item 5:	Other Information	73
	Item 6:	Exhibits	74
	Signatures		76

 

 

 

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Index

 

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements

 

Capital Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

June 30, 2012 and December 31, 2011

(in thousands, except per share data)

 

		June 30,				December 31,
		2012				2011
		(unaudited)
Assets
Cash and cash equivalents			$34,604				$34,818
Loans receivable, net			1,619				19,282
Equity investments in unconsolidated subsidiaries			17,978				10,399
Deferred income taxes			2,727				1,268
Prepaid expenses and other assets			2,207				4,533
Subtotal			59,135				70,300
Assets of Consolidated Entities
CT Legacy REIT
Restricted cash			15,433				12,985
Securities held-to-maturity			—				2,602
Loans receivable, net			—				206,514
Loans held-for-sale, net			—				30,875
Investment in CT Legacy Asset, at fair value			90,700				—
Accrued interest receivable and other assets			—				2,119
Subtotal			106,133				255,095
Securitization Vehicles
Securities held-to-maturity			166,630				358,972
Loans receivable, net			241,644				612,598
Real estate held-for-sale			—				10,342
Accrued interest receivable and other assets			10,695				59,009
Subtotal			418,969				1,040,921
Total assets			$584,237				$1,366,316

 

See accompanying notes to consolidated financial statements.

 

 

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Index

 

Capital Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

June 30, 2012 and December 31, 2011

(in thousands, except per share data)

 

		June 30,				December 31,
		2012				2011
		(unaudited)
Liabilities & Equity (Deficit)
Liabilities:
Accounts payable, accrued expenses and other liabilities			$12,320				$8,075
Secured notes			8,176				7,847
Participations sold			1,619				19,282
Subtotal			22,115				35,204
Non-Recourse Liabilities of Consolidated Entities
CT Legacy REIT
Accounts payable, accrued expenses and other liabilities			—				743
Repurchase obligations			—				58,464
Mezzanine loan, net of unamortized discount			—				55,111
Participations sold			—				97,465
Interest rate hedge liabilities			—				8,817
Subtotal			—				220,600
Securitization Vehicles
Accounts payable, accrued expenses and other liabilities			549				3,102
Securitized debt obligations			518,140				1,211,407
Interest rate hedge liabilities			21,193				24,942
Subtotal			539,882				1,239,451
Total liabilities			561,997				1,495,255
Commitments and contingencies			—				—
Equity (Deficit):
Class A common stock, $0.01 par value, 100,000 shares authorized, 21,979      and 21,967 shares issued and outstanding as of June 30, 2012 and      December 31, 2011, respectively ("class A common stock")			220				220
Restricted class A common stock, $0.01 par value, 537 and 244 shares      issued and outstanding as of June 30, 2012 and December 31, 2011,      respectively ("restricted class A common stock" and together with      class A common  stock, "common stock")			5				2
Additional paid-in capital			597,344				597,049
Accumulated other comprehensive loss			(33,679	)			(40,584	)
Accumulated deficit			(598,275	)			(667,111	)
Total Capital Trust, Inc. shareholders' deficit			(34,385	)			(110,424	)
Noncontrolling interests			56,625				(18,515	)
Total equity (deficit)			22,240				(128,939	)
Total liabilities and equity (deficit)			$584,237				$1,366,316

 

See accompanying notes to consolidated financial statements.

 

 

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Index

 

Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

Three and Six Months Ended June 30, 2012 and 2011

(in thousands, except share and per share data)

(unaudited)

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2012				2011				2012				2011
Income from loans and other investments:
Interest and related income			$6,763				$32,554				$21,479				$69,545
Less: Interest and related expenses			5,413				32,296				28,754				58,543
Income from loans and other investments, net			1,350				258				(7,275	)			11,002
Other revenues:
Management fees from affiliates			1,610				1,595				3,195				3,174
Servicing fees			1,365				438				3,385				748
Total other revenues			2,975				2,033				6,580				3,922
Other expenses:
General and administrative			4,740				4,649				9,052				14,928
Total other expenses			4,740				4,649				9,052				14,928
Total other-than-temporary impairments of securities			—				—				—				(4,933	)
Portion of other-than-temporary impairments of securities      recognized in other comprehensive income			—				—				(160	)			(3,271	)
Net impairments recognized in earnings			—				—				(160	)			(8,204	)
Recovery of provision for loan losses			—				8,088				8				17,249
Valuation allowance on loans held-for-sale			—				(224	)			—				(224	)
Gain on extinguishment of debt			—				937				—				250,976
Fair value adjustment on investment in CT Legacy Assets			3,704				—				7,657				—
Gain on deconsolidation of subsidiary			—				—				146,380				—
Income from equity investments			205				842				901				1,797
Income before income taxes			3,494				7,285				145,039				261,590
Income tax provision			143				1,061				1,066				1,450
Net income			$3,351				$6,224				$143,973				$260,140
Less: Net income attributable to noncontrolling interests			(1,068	)			(8,069	)			(75,137	)			(7,400	)
Net income (loss) attributable to Capital Trust, Inc.			$2,283				($1,845	)			$68,836				$252,740
Per share information:
Net income (loss) per share of common stock:
Basic			$0.10				($0.08	)			$3.01				$11.19
Diluted			$0.09				($0.08	)			$2.83				$10.52
Weighted average shares of common stock outstanding:
Basic			22,893,522				22,723,146				22,865,819				22,580,143
Diluted			24,426,857				22,723,146				24,353,388				24,024,222

 

See accompanying notes to consolidated financial statements.

 

 

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Index

 

Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Three and Six Months Ended June 30, 2012 and 2011

(in thousands)

(unaudited)

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2012				2011				2012				2011
Net income			$3,351				$6,224				$143,973				$260,140
Other comprehensive income (loss):
Unrealized gain (loss) on derivative financial instruments			1,965				(999	)			3,749				3,545
Gain on interest rate swaps no longer designated as cash flow hedges			—				3,201				2,481				3,201
Amortization of unrealized gains and losses on securities			(8	)			(277	)			(765	)			(506	)
Amortization of deferred gains and losses on settlement of swaps			—				(23	)			(56	)			(47	)
Other-than-temporary impairments of securities related to fair value adjustments in excess of expected credit losses, net of amortization			(174	)			116				213				3,966
Other comprehensive income			1,783				2,018				5,622				10,159
Comprehensive income			$5,134				$8,242				$149,595				$270,299
Less: Comprehensive income attributable to    noncontrolling interests			(1,068	)			(8,068	)			(75,147	)			(7,400	)
Comprehensive income attributable to    Capital Trust, Inc.			$4,066				$174				$74,448				$262,899

See accompanying notes to consolidated financial statements.

 

 

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Index

 

Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity (Deficit)

For the Six Months Ended June 30, 2012 and 2011

(in thousands)

(unaudited)

 

		Class A Common Stock				Restricted Class A Common Stock				Additional Paid-In Capital				Accumulated Other Comprehensive Loss				Accumulated Deficit					Total Capital Trust, Inc. Shareholders' Deficit				Noncontrolling Interests				Total
Balance at January 1, 2011			$219				$—				$559,411				($50,462	)			($920,355	)				($411,187	)			$—				($411,187	)
Net income			—				—				—				—				252,740					252,740				7,400				260,140
Other comprehensive income			—				—				—				10,159				—					10,159				—				10,159
Allocation to noncontrolling interests			—				—				37,014				—				—					37,014				(12,623	)			24,391
Restricted class A common stock earned, net of shares deferred			1				2				230				—				—					233				—				233
Deferred directors' compensation			—				—				94				—				—					94				—				94
Balance at June 30, 2011			$220				$2				$596,749				($40,303	)			($667,615	)				($110,947	)			($5,223	)			($116,170	)
Balance at January 1, 2012			$220				$2				$597,049				($40,584	)			($667,111	)				($110,424	)			($18,515	)			($128,939	)
Net income			—				—				—				—				68,836					68,836				75,137				143,973
Other comprehensive income			—				—				—				5,612				—					5,612				10				5,622
Deconsolidation of CT Legacy Asset			—				—				—				1,293				—					1,293				—				1,293
Distributions to noncontrolling interests			—				—				—				—				—					—				(7	)			(7	)
Restricted class A common stock earned, net of shares deferred			—				3				182				—				—					185				—				185
Deferred directors' compensation			—				—				113				—				—					113				—				113
Balance at June 30, 2012			$220				$5				$597,344				($33,679	)			($598,275	)				($34,385	)			$56,625				$22,240

 

See accompanying notes to consolidated financial statements.

 

 

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Index

 

Capital Trust , Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2012 and 2011

(in thousands)

(unaudited)

 

		2012				2011
Cash flows from operating activities:
Net income			$143,973				$260,140
Adjustments to reconcile net income to net cash provided by
operating activities:
Net impairments recognized in earnings			160				8,204
Recovery of provision for loan losses			(8	)			(17,249	)
Valuation allowance on loans held-for-sale			—				224
Gain on extinguishment of debt			—				(250,976	)
Gain on deconsolidation of CT Legacy Asset			(146,380	)			—
Fair value adjustment on CT Legacy Asset			(7,657	)			—
Income from equity investments			(901	)			(1,797	)
Distributions of income from equity investments			1,710				—
Employee stock-based compensation			210				317
Incentive awards plan expense			181				2,980
Deferred directors' compensation			113				94
Distributions from CT Legacy Assets			6,634				—
Amortization of premiums/discounts on loans and securities and deferred              interest on loans			(393	)			(912	)
Amortization of deferred gains and losses on settlement of swaps			(56	)			(47	)
Amortization of deferred financing costs and premiums/discounts on
debt obligations			9,846				6,648
Loss on interest rate swaps not designated as cash flow hedges			2,772				3,970
Changes in assets and liabilities, net:
Accrued interest receivable			(3,785	)			2,617
Deferred income taxes			(1,458	)			(939	)
Prepaid expenses and other assets			2,622				448
Accounts payable and accrued expenses			(1,075	)			(1,283	)
Net cash provided by operating activities			6,508				12,439
Cash flows from investing activities:
Principal collections and proceeds from securities			28,122				31,435
Distributions from equity investments			—				3,360
Principal collections of loans receivable			83,245				1,680,725
Proceeds from disposition of loans			—				5,750
Contributions to unconsolidated subsidiaries			(4,030	)			(1,991	)
Distributions from unconsolidated subsidiaries			677				2,869
Increase in restricted cash			(2,448	)			(10,225	)
Net cash provided by investing activities			105,566				1,711,923
Cash flows from financing activities:
Borrowings under repurchase obligations			123,977				—
Repayments under repurchase obligations			(58,464	)			(253,336	)
Repayments under senior credit facility			(63,000	)			(22,932	)
Repayment of junior subordinated notes			—				(4,640	)
Borrowing under mezzanine loan			—				83,000
Repayments under mezzanine loan			—				(20,000	)
Repayment of securitized debt obligations			(114,768	)			(1,490,715	)
Payment of financing expenses			—				(11,126	)
Purchase of and distributions to noncontrolling interests			(8	)			(142	)
Purchase of secured notes			—				(405	)
Vesting of restricted Class A common stock			(25	)			(85	)
Net cash used in financing activities			(112,288	)			(1,720,381	)
Net (decrease) increase in cash and cash equivalents			(214	)			3,981
Cash and cash equivalents at beginning of period			34,818				24,449
Cash and cash equivalents at end of period			$34,604				$28,430

 

See accompanying notes to consolidated financial statements.

 

 

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Index

 

Capit al Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

 

Note 1. Organization

 

References herein to “we,” “us” or “our” refer to Capital Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

 

We are a fully integrated, self-managed, real estate finance and investment management company that specializes in credit sensitive financial products. To date, our investment programs have focused on loans and securities backed by commercial real estate assets. We invest for our own account directly on our balance sheet and for third-parties through a series of investment management vehicles. Our business model is designed to produce a mix of net interest margin from our balance sheet investments, and fee income and co-investment income from our investment management vehicles. In managing our operations, we focus on originating investments, managing our portfolios and capitalizing our businesses. From the inception of our finance business in 1997 through June 30, 2012, we have completed approximately $12.0 billion of commercial real estate debt investments. We conduct our operations as a real estate investment trust, or REIT, for federal income tax purposes. We are traded on the New York Stock Exchange, or NYSE, under the symbol “CT”, and are headquartered in New York City.

 

March 2011 Restructuring

 

On March 31, 2011, we restructured, amended, or extinguished all of our outstanding recourse debt obligations, which we refer to as our March 2011 restructuring. Our March 2011 restructuring involved: (i) the contribution of certain of our legacy assets to a newly formed subsidiary, CT Legacy REIT Mezz Borrower, Inc., or CT Legacy REIT, (ii) the assumption of our legacy repurchase obligations by CT Legacy REIT, and (iii) the extinguishment of the remainder of our recourse obligations, our senior credit facility and junior subordinated notes. The restructuring was financed with a new $83.0 million mezzanine loan obtained by CT Legacy REIT from an affiliate of Five Mile Capital Partners LLC, or Five Mile, and the issuance of equity interests in the common stock of CT Legacy REIT to the former lenders under our senior credit facility and our former junior subordinated noteholders, as well as to an affiliate of Five Mile.

 

Following the completion of our March 2011 restructuring, we no longer have any recourse debt obligations, and retain unencumbered ownership of 100% of (i) our investment management platform, CT Investment Management Co., LLC, (ii) our co-investment in CT Opportunity Partners I, LP, (iii) our residual ownership interests in three of the CDOs that we issued, CT CDOs I, II, and IV, and (iv) our tax-basis net operating losses. Furthermore, we have a 52% equity interest in the common stock of CT Legacy REIT. Our economic interest in CT Legacy REIT is, however, subject to (i) the secured notes, which are non-recourse obligations that are collateralized by certain of our retained equity interests in the common stock of CT Legacy REIT, (ii) incentive awards that provide for the participation in amounts earned from our retained equity interests in the common stock of CT Legacy REIT, and (iii) the subordinate class B common stock of CT Legacy REIT owned by our former junior subordinate noteholders.

 

See Note 5 for further discussion of the secured notes, Note 9 for further discussion of the management incentive awards plan, and Note 6 for further discussion of the class B common stock.

 

In addition to our interest in the common stock of CT Legacy REIT, we also own 100% of its outstanding class A preferred stock. The class A preferred stock initially entitles us to cumulative preferred dividends of $7.5 million per annum, which dividends will be reduced in January 2013 to the greater of (i) 2.5% of certain of CT Legacy REIT’s assets, and (ii) $1.0 million per annum.

 

CT Legacy Assets Deconsolidation

 

On February 10, 2012, we refinanced CT Legacy REIT’s mezzanine loan and repurchase facility with a single, new $124.0 million repurchase facility with JPMorgan. The borrower under the new JP Morgan facility, CT Legacy Asset, LLC, or CT Legacy Assets, is a wholly owned subsidiary of CT Legacy REIT and owns all of its assets, other than cash. As a result of the refinancing, CT Legacy REIT ceased to be the primary beneficiary of CT Legacy Assets and, therefore, discontinued the consolidation of CT Legacy Assets. As a result, its assets and liabilities were deconsolidated from our financial statements as of February 10, 2012.

 

See Note 6 for a further discussion of CT Legacy REIT and CT Legacy Assets.

 

Note 2. Summary of Significant Accounting Policies

 

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, 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 notes required by GAAP for complete financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements and the related management’s discussion and analysis of financial condition and results of operations filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. In our opinion, all material adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation, in accordance with GAAP, have been included. The results of operations for the six months ended June 30, 2012 are not necessarily indicative of results that may be expected for the entire year ending December 31, 2012.

 

 

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

Principles of Consolidation

The accompanying financial statements include, on a consolidated basis, our accounts, the accounts of our wholly-owned subsidiaries, and variable interest entities, or VIEs, in which we are the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.

 

VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest, and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary, and is generally the entity with (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

 

Our consolidated subsidiaries include: (i) CT Legacy REIT, and (ii) five securitization vehicles, including our three CT CDOs which were sponsored and issued by us and two other similar vehicles. See Note 6 and Note 7 for additional information on our investments in VIEs.

 

Balance Sheet Presentation

Our consolidated balance sheets separately present: (i) our direct assets and liabilities, (ii) the direct assets and liabilities of CT Legacy REIT, and (iii) the assets and liabilities of consolidated securitization vehicles, some of which were subsidiaries of CT Legacy REIT. Assets of all consolidated VIEs can generally only be used to satisfy the obligations of those VIEs, and the liabilities of consolidated VIEs are non-recourse to us.

 

We have aggregated all the assets and liabilities of the consolidated securitization vehicles due to our determination that these entities are substantively similar and therefore a further disaggregated presentation would not be more meaningful. Similarly, the notes to our consolidated financial statements separately describe (i) our direct assets and liabilities, (ii) the direct assets and liabilities of CT Legacy REIT, and (iii) the assets and liabilities of consolidated securitization vehicles, some of which were subsidiaries of CT Legacy REIT.

 

Equity Investments in Unconsolidated Subsidiaries and Fair Value Option

Our co-investment interests in the private equity funds we manage are accounted for using the equity method. These entities’ assets and liabilities are not consolidated into our financial statements due to our determination that (i) these entities are not VIEs, and (ii) the investors have sufficient rights to preclude consolidation by us. As such, we report our allocable percentage of the earnings or losses of these entities on a single line item in our consolidated statements of operations as income from equity investments.

 

One such fund, CT Opportunity Partners I, LP, or CTOPI, maintains its financial records at fair value in accordance with GAAP. We have applied such accounting relative to our investment in CTOPI, and include any adjustments to fair value recorded at the fund level in determining the income we record on our equity investment in CTOPI.

 

We have elected the fair value option of accounting for CT Legacy REIT’s investment in CT Legacy Assets, pursuant to which we record this investment at fair value rather than at our historical cost investment amount. Additionally, changes in the fair value of this investment are recognized in our consolidated statement of operations. We made this election due to our determination that the fair value of the investment in CT Legacy Assets, as a net liquidating portfolio of assets subject to a non-recourse repurchase obligation, is more meaningful and indicative of our interests in CT Legacy Assets than equity method accounting. See Note 6 for additional discussion of CT Legacy REIT and CT Legacy Assets.

 

Revenue Recognition

Interest income from our loans receivable is recognized over the life of the investment using the effective interest method and is recorded on the accrual basis. Fees, premiums, discounts and direct costs associated with these investments are deferred until the loan is advanced and are then recognized over the term of the loan as an adjustment to yield. For loans where we have unfunded commitments, we amortize these fees and other items on a straight line basis. Fees on commitments that expire unused are recognized at expiration. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, recovery of income and principal becomes doubtful. Income is then recorded on the basis of cash received until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed.

 

 

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

Interest income from our securities is recognized using a level yield with any purchase premium or discount accreted through income over the life of the security. This yield is calculated using cash flows expected to be collected which are based on a number of assumptions on the underlying loans. Examples 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 rates. Additional factors that may affect reported interest income on our securities include interest payment shortfalls due to delinquencies on the underlying mortgage loans and the timing and magnitude of expected credit losses on the mortgage loans underlying the securities. These are impacted by, among other things, the general condition of the real estate market, including competition for tenants and their related credit quality, and changes in market rental rates. These uncertainties and contingencies are difficult to predict and are subject to future events that may alter the assumptions.

 

Fees from special servicing and asset management services are recorded on an accrual basis as services are rendered under the applicable agreements, and when receipt of fees is reasonably certain. We do not recognize incentive income from our investment management business until contingencies have been eliminated. Recognition of incentive income allocated or paid to us prior to that date is deferred and recorded as deferred incentive income liability under accounts payable, accrued expenses and other liabilities on our consolidated balance sheet. Depending on the structure of our investment management vehicles, certain incentive fees may be in the form of carried interest or promote distributions.

 

Cash and Cash Equivalents

We classify highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents. We place our cash and cash equivalents with high credit quality institutions to minimize credit risk exposure. As of, and for the periods ended, June 30, 2012 and December 31, 2011, we had bank balances in excess of federally insured amounts. We have not experienced any losses on our demand deposits, commercial paper or money market investments.

 

Restricted Cash

We classify the cash balances held by CT Legacy REIT as restricted because, while these cash balances are available for use by CT Legacy REIT for operations, debt service, or other purposes, they cannot be used by us until our allocable share is distributed from CT Legacy REIT, and cannot be co-mingled with any of our other, unrestricted cash balances. See Note 6 for additional discussion of CT Legacy REIT.

 

Securities

We classify our securities as held-to-maturity, available-for-sale, or trading on the date of acquisition of the investment. Held-to-maturity investments are stated at cost, adjusted for the amortization of any premiums or discounts, which are amortized through our consolidated statements of operations using the level yield method described above. Other than in the instance of an other-than-temporary impairment, as discussed below, these held-to-maturity investments are carried on our consolidated financial statements at their amortized cost basis.

 

We may also invest in securities which may be classified as available-for-sale. Available-for-sale securities are carried at estimated fair value with the net unrealized gains or losses reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Changes in the valuations do not affect our reported income or cash flows, but do impact shareholders’ equity and, accordingly, book value per share. On August 4, 2005, we changed the accounting classification of certain of our securities from available-for-sale to held-to-maturity. We have not designated any securities as available-for-sale since that time.

 

Further, as required under GAAP, when, based on current information and events, there has been an adverse change in the cash flows expected to be collected from those previously estimated for one of our securities, an other-than-temporary impairment is deemed to have occurred. A change in expected cash flows is considered adverse if the present value of the revised cash flows (taking into consideration both the timing and amount of cash flows expected to be collected) discounted using the security’s current yield is less than the present value of the previously estimated remaining cash flows, adjusted for cash receipts during the intervening period.

 

Should an other-than-temporary impairment be deemed to have occurred, the security is written down to fair value. The total other-than-temporary impairment is bifurcated into (i) the amount related to expected credit losses, and (ii) the amount related to fair value adjustments in excess of expected credit losses, or the Valuation Adjustment. The portion of the other-than-temporary impairment related to expected credit losses is calculated by comparing the amortized cost basis of the security to the present value of cash flows expected to be collected, discounted at the security’s current yield, and is recognized through earnings in the consolidated statement of operations. The remaining other-than-temporary impairment related to the Valuation Adjustment is recognized as a component of accumulated other comprehensive income (loss) in shareholders’ equity. A portion of other-than-temporary impairments recognized through earnings is accreted back to the amortized cost basis of the security through interest income, while amounts recognized through other comprehensive income (loss) are amortized over the life of the security with no impact on earnings.

 

 

- 9 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

Loans Receivable, Provision for Loan Losses, Loans Held-for-Sale and Related Allowance

We purchase and originate commercial real estate debt and related instruments, or Loans, generally to be held as long-term investments at amortized cost. Management is required to periodically evaluate each of these Loans for possible impairment. Impairment is indicated when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the Loan. If a Loan is determined to be impaired, we write down the Loan through a charge to the provision for loan losses. Impairment on these loans is measured by comparing the estimated fair value of the underlying collateral to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders and other factors deemed necessary by management. Actual losses, if any, could ultimately differ from these estimates.

 

In conjunction with our quarterly loan portfolio review, management assesses the performance of each loan, and assigns a risk rating based on several factors including risk of loss, loan-to-value ratio, or LTV, collateral performance, structure, exit plan, and sponsorship. Loans are rated one through eight, which are defined as follows:

 

1 -	Low Risk: A loan that is expected to perform through maturity, with relatively lower LTV, higher in-place debt yield, and stable projected cash flow.

 

2 -	Average Risk: A loan that is expected to perform through maturity, with medium LTV, average in-place debt yield, and stable projected cash flow.

 

3 -	Acceptable Risk: A loan that is expected to perform through maturity, with relatively higher LTV, acceptable in-place debt yield, and some uncertainty (due to lease rollover or other factors) in projected cash flow.

 

4 -	Higher Risk: A loan that is expected to perform through maturity, but has exhibited a material deterioration in cash flow and/or other credit factors. If negative trends continue, default could occur.

 

5 -	Low Probability of Default/Loss: A loan with one or more identified weakness that we expect to have a 15% probability of default or principal loss.

 

6 -	Medium Probability of Default/Loss: A loan with one or more identified weakness that we expect to have a 33% probability of default or principal loss.

 

7 -	High Probability of Default/Loss: A loan with one or more identified weakness that we expect to have a 67% or higher probability of default or principal loss.

 

8 -	In Default: A loan which is in contractual default and/or which has a very high likelihood of principal loss.

 

In addition, for certain pools of smaller loans which have similar credit characteristics, primarily loans with an outstanding principal balance of $10.0 million or less in our consolidated securitization vehicles, we have recorded a general provision for loan losses in lieu of the asset-specific provisions we record on all other loans. This general provision is based on macroeconomic data with respect to historic loan losses, vintage, property type, and other factors deemed relevant for such loan pools. These loans do not undergo the same level of asset management as our larger investments.

 

In certain cases, we may classify loans as held-for-sale based upon the specific facts and circumstances of particular Loans, including known or expected transactions. Loans held-for-sale are carried at the lower of their amortized cost basis and fair value. A reduction in the fair value of loans held-for-sale is recorded as a charge to our consolidated statement of operations as a valuation allowance on loans held-for-sale.

 

Real Estate Held-for-Sale

Loan investments where we have foreclosed upon the underlying collateral and own an equity interest in real estate are categorized as real estate owned. We generally do not intend to hold such foreclosed assets for long-term operations and therefore classify such assets as real estate held-for-sale on our consolidated balance sheets. Real estate held-for-sale are carried at the lower of our basis in the real estate and fair value, less cost to sell, with reductions in fair value recorded as an impairment of real estate-held-for-sale on our consolidated statements of operations.

 

 

- 10 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

Deferred Financing Costs

The deferred financing costs which are included in prepaid expenses and other assets on our consolidated balance sheets include issuance costs related to our debt obligations, and are amortized using the effective interest method, or a method that approximates the effective interest method, over the life of the related obligations.

 

Repurchase Obligations

In certain circumstances, we have financed the purchase of investments from a counterparty through a repurchase obligation with that same counterparty. We record these investments in the same manner as other investments financed with repurchase obligation, with the investment recorded as an asset and the related borrowing under any repurchase agreement recorded as a liability on our consolidated balance sheets. Interest income earned on the investments and interest expense incurred on the repurchase obligations are reported separately on our consolidated statements of operations.

      

Interest Rate Derivative Financial Instruments

In the normal course of business, we use interest rate derivative financial instruments to manage, or hedge, cash flow variability caused by interest rate fluctuations. Specifically, we currently use interest rate swaps to effectively convert floating rate liabilities that are financing fixed rate assets to fixed rate liabilities. The differential to be paid or received on these agreements is recognized on the accrual basis as an adjustment to the interest expense related to the attendant liability. The interest rate swap agreements are generally accounted for on a held-to-maturity basis, and, in cases where they are terminated early, any gain or loss is generally amortized over the remaining life of the hedged item. These swap agreements must be effective in reducing the variability of cash flows of the hedged items in order to qualify for the aforementioned hedge accounting treatment. Changes in value of effective cash flow hedges are reflected on our consolidated financial statements through accumulated other comprehensive income (loss) and do not affect our net income (loss). To the extent a derivative does not qualify for hedge accounting, and is deemed a non-hedge derivative, the changes in its value are included in net income (loss).

 

To determine the fair value of interest rate derivative financial instruments, we use a third-party derivative specialist to assist us in periodically valuing our interests.

 

Income Taxes

Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income. Management believes that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. Many of these requirements, however, are highly technical and complex. If we were to fail to meet these requirements, we may be subject to federal, state and local income tax on current and past income, and penalties. See Note 10 for additional information.

 

Accounting for Stock-Based Compensation

Stock-based compensation expense is recognized in net income using a fair value measurement method, which we determine with the assistance of a third-party appraisal firm. Compensation expense for the time vesting of stock-based compensation grants is recognized on the accelerated attribution method and compensation expense for performance vesting of stock-based compensation grants is recognized on a straight line basis.

 

The fair value of the performance vesting restricted common stock is measured on the grant date using a Monte Carlo simulation to estimate the probability of the market vesting conditions being satisfied. The Monte Carlo simulation is run approximately 100,000 times. For each simulation, the payoff is calculated at the settlement date, and is then discounted to the grant date at a risk-free interest rate. The average of the values over all simulations is the expected value of the restricted common stock on the grant date. The valuation is performed in a risk-neutral framework, so no assumption is made with respect to an equity risk premium. Significant assumptions used in the valuation include an expected term and stock price volatility, an estimated risk-free interest rate and an estimated dividend growth rate.

 

Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us.

 

Comprehensive Income (Loss)

Total comprehensive income was $149.6 million and $270.3 million for the six months ended June 30, 2012 and 2011, respectively. The primary components of comprehensive income other than net income are the unrealized gains and losses on derivative financial instruments and the component of other-than-temporary impairments of securities related to the Valuation Adjustment.

 

 

- 11 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

Earnings per Share of Common Stock

Basic earnings per share, or EPS, is computed based on the net earnings allocable to common stock and stock units, divided by the weighted average number of shares of common stock and stock units outstanding during the period. Diluted EPS is determined using the treasury stock method, and is based on the net earnings allocable to common stock and stock units, divided by the weighted average number of shares of common stock, stock units and potentially dilutive common stock options and warrants. See Note 8 for additional discussion of earnings per share.

 

Use of Estimates

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

 

Reclassifications

Certain reclassifications have been made in the presentation of the prior period consolidated financial statements to conform to the June 30, 2012 presentation.

 

Segment Reporting

We operate in two reportable segments. We have an internal information system that produces performance and asset data for the two segments along service lines.

 

The Balance Sheet Investment segment includes our consolidated portfolio of interest earning assets and the financing thereof. The Investment Management segment includes the investment management activities of our wholly-owned investment management subsidiary, CT Investment Management Co., LLC, or CTIMCO, and its subsidiaries, as well as our co-investments in investment management vehicles. CTIMCO is a taxable REIT subsidiary and serves as the investment manager of Capital Trust, Inc., all of our investment management vehicles and CT CDOs, and serves as senior servicer and special servicer for certain of our investments and for third-parties.

 

Fair Value of Financial Instruments

The “Fair Value Measurements and Disclosures” Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or the Codification, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP. Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. Our assets and liabilities which are measured at fair value are discussed in Note 12.

 

Recent Accounting Pronouncements

In April 2011, the FASB issued Accounting Standards Update 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring,” or ASU 2011-02. ASU 2011-02 primarily clarifies when creditors should classify loan modifications as troubled debt restructurings and provides examples and factors to be considered. Loan modifications which are considered troubled debt restructurings could result in additional disclosure requirements and could impact the related provision for loan losses. ASU 2011-02 is effective for the first interim or annual period beginning after June 15, 2011, with retrospective application to the beginning of the year. The adoption of ASU 2011-02 did not have a material impact on our financial statements, however will impact how we account for loan modifications, and may result in an increase in the loan modifications we classify as troubled debt restructurings, and therefore our provision for loan losses.

 

In April 2011, the FASB issued Accounting Standards Update 2011-03, “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements,” or ASU 2011-03. ASU 2011-03 primarily removes certain criteria from the consideration of effective control over assets subject to repurchase agreements. The removal of these criteria will generally result in asset transfers pursuant to repurchase agreements being accounted for as secured borrowings, with both the transferred assets and repurchase liability recorded on the transferor’s balance sheet. ASU 2011-03 is effective for the first interim or annual period beginning after December 15, 2011, and is to be applied prospectively to transactions which occur subsequent to the effective date. The adoption of ASU 2011-03 did not have a material impact on our financial statements.

 

 

- 12 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

In May 2011, the FASB issued Accounting Standards Update 2011-04, “Fair Value Measurement (Topic 860): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” or ASU 2011-04. ASU 2011-04 amends existing guidance on fair value measurements related to (i) instruments held in a portfolio, (ii) instruments classified within shareholders’ equity, (iii) application of the “highest and best use” concept to nonfinancial assets, (iv) application of blockage factors and other premiums and discounts in the valuation process, and (v) other matters. In addition, ASU 2011-04 expanded the required disclosures around fair value measurements including (i) reporting the level in the fair value hierarchy used to value assets and liabilities which are not measured at fair value, but where fair value is disclosed, and (ii) qualitative disclosures about the sensitivity of Level 3 fair value measurements to changes in unobservable inputs used. ASU 2011-04 is effective for the first interim or annual period beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on our financial statements, however it did expand our disclosures related to fair value measurements.

 

In June 2011, the FASB issued Accounting Standards Update 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” or ASU 2011-05. ASU 2011-05 does not change the items that must be reported in other comprehensive income, however it eliminates the option to present other comprehensive income on the statement of shareholders’ equity and instead requires either (i) a continuous statement of comprehensive income which would replace the current statement of operations, or (ii) an additional statement of other comprehensive income, which would immediately follow the statement of operations, and would report the components of other comprehensive income. In December 2011, the FASB issued Accounting Standards Update 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassification Items Out of Accumulated Comprehensive Income in Accounting Standards Update 2011-05,” or ASU 2011-12. ASU 2011-12 maintained the presentation requirements for comprehensive income under ASU 2011-05, however deferred the requirement to present certain reclassification adjustments into and out of accumulated other comprehensive income on a gross basis. ASU 2011-05 and ASU 20011-12 are both effective for the first interim or annual period beginning after December 15, 2011, and should be applied retrospectively to all periods reported after the effective date. Our early adoption, as permitted, of ASU 2011-05 and ASU 2011-12 as of December 31, 2011 did not have a material impact on our financial statements, other than the change in presentation of comprehensive income as a separate financial statement.

 

Note 3. Loans Receivable, Net and Loan Participations Sold

       

As described in Note 1, in conjunction with our March 2011 restructuring of our recourse debt obligations, a significant portion of our assets, including all of our loans, were transferred to a majority-owned subsidiary, CT Legacy REIT. Our only remaining loan has been sold to a third-party and recorded as a participation sold asset and liability. In addition, as described in Note 2, our consolidated balance sheets separately state our direct assets and liabilities and certain assets and liabilities of consolidated subsidiaries. See Note 6 for disclosures regarding loans receivable that have been transferred to CT Legacy REIT, and see Note 7 for comparable disclosures regarding loans receivable that are held in consolidated securitization vehicles, as separately stated on our consolidated balance sheets.

 

Participations sold represent interests in certain loans that we originated and subsequently sold to one of our investment management vehicles or to third-parties. We present these participations sold as both assets and non-recourse liabilities because these arrangements do not qualify as sales under GAAP. Generally, participations sold are recorded as assets and liabilities in equal amounts on our consolidated balance sheets, and an equivalent amount of interest income and interest expense is recorded on our consolidated statements of operations. However, impaired loan assets must be reduced through the provision for loans losses while the associated non-recourse liability cannot be reduced until the participation has been contractually extinguished. This can result in an imbalance between the loan participations sold asset and liability. We have no economic exposure to these liabilities.

 

We have one such loan participation sold with a balance of $1.6 million, and a coupon of LIBOR + 5.00% as of June 30, 2012. The loan matures on November 6, 2013.

 

Note 4. Equity Investments in Unconsolidated Subsidiaries

 

Our equity investments in unconsolidated subsidiaries consist of our co-investments in investment management vehicles that we sponsor and manage. As of June 30, 2012, we had a co-investment in two such vehicles, CT Opportunity Partners I, LP, or CTOPI, and CT High Grade Partners II, LLC, or CT High Grade II. We have a commitment to invest up to $25.0 million in CTOPI, or 4.6% of CTOPI’s total capital commitments. We have funded $17.1 million of our commitment as of June 30, 2012 and received $6.5 million as a return of capital, resulting in a $10.5 million funded and a $14.5 million unfunded commitment balance.

 

 

- 13 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

During April 2012, we purchased a 0.44% interest in CT High Grade II from an existing investor for $2.8 million, representing our initial co-investment in CT High Grade II. Our co-investment represents a $2.9 million total capital commitment to CT High Grade II, of which our unfunded commitment is $480,000 as of June 30, 2012.

 

Activity relating to our equity investments in unconsolidated subsidiaries for the six months ended June 30, 2012 was as follows (in thousands):

 

		CTOPI				CT High  Grade II					Total
December 31, 2011			$10,399				$—					$10,399
Contributions			1,241				2,789					4,030
Income from equity investments (1)			5,894				42					5,936
Distributions			(2,387	)			—					(2,387	)
June 30, 2012			$15,147				$2,831					$17,978

(1)	Includes $5.0 million of incentive income allocated to us from CTOPI under the equity method of accounting. This incentive income has not been recognized into earnings, but recorded as a deferred incentive income liability under accounts payable, accrued expenses and other liabilities on our consolidated balance sheet.

                      

In accordance with the CTOPI management agreement, CTIMCO may earn incentive compensation when certain returns are achieved for the partners of CTOPI, which will be accrued if and when earned, and when appropriate contingencies have been eliminated. During the six months ended June 30, 2012, we were allocated $5.0 million of such incentive compensation from CTOPI, however no cash has been collected and we have deferred recognition of all $5.0 million of incentive income.

 

As of June 30, 2012, our maximum exposure to loss from CTOPI and CT High Grade II was $8.2 million and $2.8 million, respectively.

  

Note 5. Debt Obligations

 

As described in Note 1, on March 31, 2011, we restructured, amended, or extinguished all of our outstanding recourse debt obligations. In addition, as described in Note 1, our consolidated balance sheets separately state our direct assets and liabilities and certain assets and liabilities of consolidated subsidiaries. See Note 6 for disclosures regarding debt obligations of CT Legacy REIT, and see Note 7 for comparable disclosures regarding debt obligations of consolidated securitization vehicles, all of which are non-recourse to us, as separately stated on our consolidated balance sheets.

 

In conjunction with our March 2011 restructuring and the corresponding satisfaction of our senior credit facility and junior subordinated notes, wholly-owned subsidiaries issued secured notes to these former creditors, which secured notes are non-recourse to us. The secured notes had an aggregate initial face balance of $7.8 million and are secured by 93.5% of our equity interests in the class A-1 and class A-2 common stock of CT Legacy REIT, which represents 48.3% of the total outstanding class A-1 and class A-2 common stock of CT Legacy REIT. The secured notes mature on March 31, 2016 and bear interest at a rate of 8.2% per annum, which interest may be deferred until maturity. All dividends we receive from our equity interests in the common stock of CT Legacy REIT which serve as collateral under the secured notes must be used to pay, or prepay, interest and principal due thereunder, and only after the notes’ full satisfaction will we receive any cash flow from the common equity interests in CT Legacy REIT that serve as collateral for the notes. Any prepayment, or partial prepayment, of the secured notes will incur a prepayment premium resulting in a total payment of principal and interest under the secured notes of $11.1 million.

 

We had secured notes outstanding with an accreted book value of $8.2 million and $7.8 million as of June 30, 2012 and December 31, 2011, respectively.

 

Note 6. CT Legacy REIT

 

As discussed in Note 1, in connection with the March 2011 restructuring, we transferred substantially all of our directly held interest earning assets to a subsidiary of CT Legacy REIT. CT Legacy REIT is beneficially owned 52% by us, 24% by an affiliate of Five Mile, and 24% by the former lenders under our senior credit facility. In addition, the former holders of our junior subordinated notes received class B common stock, a subordinate class of common stock which entitles its holders to receive approximately 25% of the dividends that would otherwise be payable to us on our equity interest in the common stock of CT Legacy REIT, after aggregate cash distributions of $50.0 million have been paid to all other classes of common stock. We manage CT Legacy REIT and CT Legacy Assets as a liquidating portfolio.

 

 

- 14 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

On February 10, 2012, we refinanced CT Legacy REIT’s mezzanine loan and repurchase facility with a single, new $124.0 million repurchase facility with JPMorgan. The borrower under the new JP Morgan facility, CT Legacy Assets, is a wholly owned subsidiary of CT Legacy REIT and owns all of its assets, other than cash. As a result of the refinancing, CT Legacy REIT, and therefore we, discontinued consolidation of CT Legacy Assets. As a result, its assets and liabilities were deconsolidated from our financial statements as of February 10, 2012. We recognized a gain of $146.4 million on the deconsolidation of CT Legacy Assets, which was primarily the reversal of charges to GAAP equity resulting from losses previously recorded in excess of our economic interests in securitization vehicles which were consolidated by CT Legacy Assets.

 

As of June 30, 2012, our consolidated balance sheet includes (i) restricted cash of $15.4 million at CT Legacy REIT, and (ii) a $90.7 million investment in CT Legacy Assets, a 100% owned subsidiary of CT Legacy REIT. Prior to February 10, 2012, CT Legacy Assets was consolidated and therefore our consolidated balance sheet included its loans receivables, securities held-to-maturity, other assets, debt obligations and other liabilities.

  

The liabilities of CT Legacy Assets are all non-recourse to CT Legacy REIT and us. Neither we, nor CT Legacy REIT is obligated to provide, nor have we or CT Legacy REIT provided, any financial support to CT Legacy Assets.

 

As described in Note 2, our consolidated balance sheets separately present: (i) our direct assets and liabilities, (ii) the direct assets and liabilities of CT Legacy REIT, and (iii) the assets and liabilities of consolidated securitization vehicles. The following disclosures relate specifically to the direct assets and liabilities of CT Legacy REIT, as separately stated on our consolidated balance sheets.

 

A. Securities Held-to-Maturity – CT Legacy REIT

 

CT Legacy REIT’s securities portfolio consists of CMBS, CDOs, and other securities. Activity relating to these securities for the six months ended June 30, 2012 was as follows (in thousands):

 

		CMBS				CDOs & Other					Total Book Value
December 31, 2011			$1,346				$1,256					$2,602
Principal paydowns			(17	)			—					(17	)
Discount/premium amortization & other			18				7					25
Deconsolidation of CT Legacy Assets (1)			(1,347	)			(1,263	)				(2,610	)
June 30, 2012			$—				$—					$—

(1)	As further described above, we deconsolidated CT Legacy Assets in the first quarter of 2012. As a result, these securities are no longer included in our consolidated financial statements.

  

 

- 15 -

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Index

Capital Trust, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

(unaudited)

 

The following table details overall statistics for CT Legacy REIT’s securities portfolio as of June 30, 2012 and December 31, 2011:

 

		June 30, 2012		December 31, 2011
Number of securities		─		6
Number of issues		─		5
Rating (1) (2)		N/A		CCC+
Fixed / Floating (in millions) (3)		$─ / $─		$2 / $1
Coupon (1) (4)		N/A		5.43%
Yield (1) (4)		N/A		3.31%
Life (years) (1) (5)		N/A		4.9

B. Loans Receivable, Net – CT Legacy REIT

 

Activity relating to CT Legacy REIT’s loans receivable for the six months ended June 30, 2012 was as follows (in thousands):

 

		Gross Book Value				Provision for Loan Losses					Net Book Value (1)
December 31, 2011			$436,314				($229,800	)				$206,514
Principal paydowns			(254	)			—					(254	)
Discount/premium amortization & other			28				—					28
Deconsolidation of CT Legacy Assets (2)			(436,088	)			229,800					(206,288	)
June 30, 2012			$—				$—					$—

		June 30, 2012								December 31, 2011
Asset Type		Book Value				Percentage				Book Value				Percentage
Senior mortgages			$—				―	%			$77,986				37	%
Subordinate interests in mortgages			—				—				58,078				28
Mezzanine loans			—				—				47,271				23
Other			—				—				23,179				12
Total			$—				―	%			$206,514				100	%
Property Type		Book Value				Percentage				Book Value				Percentage
Office			$—				―	%			$84,519				41	%
Hotel			—				—				75,240				36
Multifamily			—				—				14,212				7
Other			—				—				32,543				16
Total			$—				―	%			$206,514				100	%
Geographic Location		Book Value				Percentage				Book Value				Percentage
Northeast			$—				―	%			$64,040				31	%
Southwest			—				—				40,353				19
West			—				—				38,179				18
Southeast			—				—				20,076				10
Northwest			—				—				9,364				5
International			—				—				34,502				17
Total			$—				―	%			$206,514				100	%

				Senior Mortgage Loans
				as of June 30, 2012													as of December 31, 2011
Risk				Number				Principal				Net					Number				Principal				Net
Rating				of Loans				Balance				Book Value					of Loans				Balance				Book Value
	1 - 3				—				$—				$—					1				$27,503				$27,503
	4 - 5				—				—				—					2				21,000				20,976
	6 - 8				—				—				—					2				42,569				29,507
Total					—				$—				$—					5				$91,072				$77,986
					Subordinate Interests in Mortgages
					as of June 30, 2012												as of December 31, 2011
Risk				Number				Principal				Net					Number				Principal				Net
Rating				of Loans				Balance				Book Value					of Loans				Balance				Book Value
	1 - 3				—				$—				$—					1				$13,000				$13,000
	4 - 5				—				—				—					1				24,531				24,531
	6 - 8				—				—				—					4				85,024				20,547
Total					—				$—				$—					6				$122,555				$58,078
					Mezzanine & Other Loans
					as of June 30, 2012												as of December 31, 2011
Risk				Number				Principal				Net					Number				Principal				Net
Rating				of Loans				Balance				Book Value					of Loans				Balance				Book Value
	1 - 3				—				$—				$—					3				$51,437				$51,830
	4 - 5				—				—				—					2				18,620				18,620
	6 - 8				—				—				—					1				152,289				—
Total					—				$—				$—					6				$222,346				$70,450

 

C. Loans Held-for-Sale, Net – CT Legacy REIT

 

Activity relating to CT Legacy REIT’s loans held-for-sale for the six months ended June 30, 2012 was as follows (in thousands):

 

		Gross Book Value				Valuation Allowance					Net Book Value
December 31, 2011			$32,331				($1,456	)				$30,875
Deconsolidation of CT Legacy Assets (1)			(32,331	)			1,456					(30,875	)
June 30, 2012			$—				$—					$—

		CMBS				CDOs & Other					Total Book Value (1)
December 31, 2011			$357,037				$1,935					$358,972
Principal paydowns			(26,161	)			(1,935	)				(28,096	)
Discount/premium amortization & other (2)			(647	)			140					(507	)
Other-than-temporary impairments:
Recognized in earnings			(160	)			—					(160	)
Recognized in accumulated other     comprehensive income			160				—					160
Deconsolidation of CT Legacy Assets (3)			(193,737	)			29,998					(163,739	)
June 30, 2012			$136,492				$30,138					$166,630

		CMBS				CDOs & Other					Total Securities
Amortized cost basis			$148,978				$30,138					$179,116
Mark-to-market adjustments on securities     previously classified as available-for-sale			11				—					11
Other-than-temporary impairments recognized in    accumulated other comprehensive income			(12,497	)			—					(12,497	)
Total book value as of June 30, 2012			$136,492				$30,138					$166,630

		Rating as of June 30, 2012
Vintage		AAA				AA					A			BBB				BB					B			CCC and Below					Total
2006			$—				$—				$—				$—				$—				$—				$15,098					$15,098
2005			—				—				—				—				—				—				36,700					36,700
2004			—				—				24,762				—				—				—				—					24,762
2003			9,909				—				—				3,007				1,973				—				—					14,889
2002			—				—				—				—				6,724				—				2,371					9,095
2001			—				—				—				—				—				5,427				2,264					7,691
2000			2,893				—				—				—				19,354				—				3,992					26,239
1999			—				—				5,155				—				15,022				—				—					20,177
1998			—				2,277				8,019				—				220				—				1,463					11,979
Total			$12,802				$2,277				$37,936				$3,007				$43,293				$5,427				$61,888					$166,630

		Gross Other-Than-Temporary Impairments					Credit Related Other-Than-Temporary Impairments				Non-Credit Related Other-Than-Temporary Impairments
December 31, 2011			$130,360					$114,223				$16,137
Additions due to change in expected      cash flows			—					160				(160	)
Amortization of other-than-temporary      impairments			106					145				(39	)
Reductions due to realized losses			(26,022	)				(26,022	)			—
Deconsolidation of CT Legacy Assets (1)			(25,567	)				(22,126	)			(3,441	)
June 30, 2012			$78,877					$66,380				$12,497

		Less Than 12 Months								Greater Than 12 Months									Total
		Estimated Fair Value				Gross Unrealized Loss				Estimated Fair Value				Gross Unrealized Loss					Estimated Fair Value				Gross Unrealized Loss					Book Value (1)
Floating Rate			$—				$—				$—				$—					$—				$—					$—
Fixed Rate			25.5				(10.6	)			86.3				(10.1	)				111.8				(20.7	)				132.5
Total			$25.5				($10.6	)			$86.3				($10.1	)				$111.8				($20.7	)				$132.5

		Less Than 12 Months								Greater Than 12 Months									Total
						Gross								Gross									Gross
		Estimated				Unrealized				Estimated				Unrealized					Estimated				Unrealized
		Fair Value				Loss				Fair Value				Loss					Fair Value				Loss					Book Value (1)
Floating Rate			$—				$—				$—				$—					$—				$—					$—
Fixed Rate			154.1				(4.7	)			130.1				(11.1	)				284.2				(15.8	)				300.0
Total			$154.1				($4.7	)			$130.1				($11.1	)				$284.2				($15.8	)				$300.0

		Gross Book Value				Provision for Loan Losses					Net Book Value (1)
December 31, 2011			$814,572				($201,974	)				$612,598
Satisfactions (2)			(33,000	)			—					(33,000	)
Principal paydowns			(1,741	)			—					(1,741	)
Discount/premium amortization & other			129				—					129
Recovery of provision for loan losses			—				8					8
Realized loan losses			(5,450	)			5,450					—
Deconsolidation of CT Legacy Assets (3)			(435,744	)			99,394					(336,350	)
June 30, 2012			$338,766				($97,122	)				$241,644

		June 30, 2012								December 31, 2011
Asset Type		Book Value				Percentage				Book Value				Percentage
Subordinate interests in mortgages			$152,247				63	%			$225,773				36	%
Senior mortgages			69,383				29				241,323				39
Mezzanine loans			20,014				8				152,934				25
Total			$241,644				100	%			$620,030				100	%
Property Type		Book Value				Percentage				Book Value				Percentage
Office			$186,442				77	%			$317,940				51	%
Hotel			48,689				20				174,419				28
Retail			—				—				72,701				12
Healthcare			—				—				18,837				3
Other			6,513				3				36,133				6
Total			$241,644				100	%			$620,030				100	%
Geographic Location		Book Value				Percentage				Book Value				Percentage
Northeast			$98,893				41	%			$199,361				32	%
West			78,697				33				152,774				25
Southeast			34,747				14				124,456				20
Southwest			27,434				11				57,046				9
Midwest			1,873				1				24,957				4
Diversified			—				—				61,436				10
Total			$241,644				100	%			$620,030				100	%
Unallocated loan loss provision (1)			—								(7,432	)
Net book value			$241,644								$612,598

				Senior Mortgage Loans
				as of June 30, 2012													as of December 31, 2011
Risk Rating (1)				Number of Loans				Principal Balance				Net Book Value					Number of Loans				Principal Balance				Net Book Value
	1 - 3				1				$2,774				$2,774					10				$117,452				$117,452
	4 - 5				1				65,000				65,000					1				12,551				12,551
	6 - 8				1				1,609				1,609					4				43,988				27,680
	N/A				—				—				—					29				83,639				83,640
Total					3				$69,383				$69,383					44				$257,630				$241,323

		June 30, 2012
Impaired Loans		No. of Loans				Gross Book Value				Provision for Loan Loss					Net Book Value
Performing loans			1				$15,062				($15,062	)				$—
Non-performing loans			6				87,479				(82,060	)				5,419
Total impaired loans			7				$102,541				($97,122	)				$5,419

D. Debt Obligations – Consolidated Securitization Vehicles

 

As of June 30, 2012 and December 31, 2011, our consolidated securitization vehicles had $518.1 million and $1.2 billion of total non-recourse securitized debt obligations outstanding, respectively. The balances of each entity’s outstanding securitized debt obligations, their respective coupons and all-in effective costs, including the amortization of fees and expenses, were as follows (in thousands):

 

		June 30, 2012						December 31, 2011					June 30, 2012
Non-Recourse Securitized Debt Obligations		Principal Balance		Book Value				Book Value					Coupon (1)				All-In Cost (1)				Maturity Date (2)
CT CDOs
CT CDO I		$95,088			$95,088				$121,409					1.26	%			1.28	%		July 2039
CT CDO II		160,743			160,743				199,751					0.94	%			1.21	%		March 2050
CT CDO III		—			—				199,553					N/A				N/A				N/A
CT CDO IV (3)		211,757			211,757				221,540					1.05	%			1.20	%		October 2043
Total CT CDOs		467,588			467,588				742,253					1.06	%			1.22	%		February 2045
Other securitization vehicles
GMACC 1997-C1		—			—				83,672					N/A				N/A				N/A
GECMC 00-1 H		—			—				24,847					N/A				N/A				N/A
GSMS 2006-FL8A		50,552			50,552				50,552					1.09	%			1.09	%		June 2020
MSC 2007-XLCA		—			—				310,083					N/A				N/A				N/A
JPMCC 2004-FL1A		—			—				—					N/A				N/A				N/A
Total other securitization vehicles		50,552			50,552				469,154					1.09	%			1.09	%		June 2020
Total/Weighted Average		$518,140			$518,140				$1,211,407					1.06	%			1.21	% (4)		September 2042

E. Derivative Financial Instruments – Consolidated Securitization Vehicles

 

The following table summarizes the notional amounts and fair values of our consolidated securitization vehicles’ interest rate swaps as of June 30, 2012 and December 31, 2011 (in thousands). The notional amount provides an indication of the extent of our involvement in the instruments at that time, but does not represent exposure to credit or interest rate risk.

 

		June 30, 2012												June 30, 2012				December 31, 2011
Counterparty		Notional Amount				Interest Rate (1)				Maturity				Fair Value				Fair Value
Swiss RE Financial			$230,845				5.10	%			2015				($17,411	)			($20,540	)
Bank of America			35,502				4.58	%			2014				(1,788	)			(2,368	)
Bank of America			10,535				5.05	%			2016				(1,419	)			(1,461	)
Bank of America			5,104				4.12	%			2016				(575	)			(573	)
Total/Weighted Average			$281,986				5.01	%			2015				($21,193	)			($24,942	)

		Amount of net loss recognized								Amount of loss reclassified from OCI
		in OCI for the six months ended (1)								to income for the six months ended (2)
Hedge		June 30, 2012				June 30, 2011				June 30, 2012				June 30, 2011
Interest rate swaps			($3,749	)			$2,613				($6,855	)			($7,837	)

		Noncontrolling Interests
December 31, 2011			($18,515	)
Net income attributable to noncontrolling interests			75,137
Other comprehensive income attributable to     noncontrolling interests			10
Distributions to noncontrolling interests			(7	)
June 30, 2012			$56,625

Earnings Per Share

The following table sets forth the calculation of Basic and Diluted earnings per share, or EPS, based on the weighted average of both restricted and unrestricted class A common stock outstanding, for the three and six months ended June 30, 2012 (in thousands, except share and per share amounts):

 

		Three Months Ended June 30, 2012												Six Months Ended June 30, 2012
		Net				Wtd. Avg.				Per Share				Net				Wtd. Avg.				Per Share
		Income				Shares				Amount				Income				Shares				Amount
Basic EPS:
Net income allocable to      common stock			$2,283				22,893,522				$0.10				$68,836				22,865,819				$3.01
Effect of Dilutive Securities:
Warrants outstanding for the      purchase of common stock			—				1,533,335								—				1,487,570
Diluted EPS:
Net income per share of      common stock and assumed      conversions			$2,283				24,426,857				$0.09				$68,836				24,353,388				$2.83

		Three Months Ended June 30, 2011												Six Months Ended June 30, 2011
		Net				Wtd. Avg.				Per Share				Net				Wtd. Avg.				Per Share
		Income				Shares (1)				Amount				Income				Shares (1)				Amount
Basic EPS:
Net (loss) income allocable to      common stock			($1,845	)			22,723,146				($0.08	)			$252,740				22,580,143				$11.19
Effect of Dilutive Securities:
Warrants outstanding for the      purchase of common stock			—				—								—				1,444,079
Diluted EPS:
Net income (loss) per share of      common stock and assumed      conversions			($1,845	)			22,723,146				($0.08	)			$252,740				24,024,222				$10.52

Benefit Type (1)		1997 Director Plan				2007 Plan				2011 Plan				Total
Restricted Class A Common Stock
Beginning balance			—				244,424				—				244,424
Granted			—				375,000				—				375,000
Vested, deferred or forfeited			—				(82,888	)			—				(82,888	)
Ending balance (2)			—				536,536				—				536,536
Stock Units (3)
Beginning balance			68,544				438,260				55,531				562,335
Granted and deferred			—				60,000				35,784				95,784
Ending balance			68,544				498,260				91,315				658,119
Total outstanding			68,544				1,034,796				91,315				1,194,655

		Restricted Class A Common Stock
		Shares				Grant Date Fair Value
Unvested at December 31, 2011			244,424				$2.65
Granted			375,000				2.77
Vested, deferred or forfeited			(82,888	)			3.56
Unvested at June 30, 2012			536,536				$2.64