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JER Investors Trust Inc. Announces Second Quarter 2009 Results
Posted by: gurufocus (IP Logged)
Date: August 10, 2009 09:26PM
Press Release: JER Investors Trust Inc. Announces Second Quarter 2009 Results MCLEAN, Va., Aug. 10 /PRNewswire-FirstCall/ -- JER Investors Trust Inc. (OTC Bulletin Board: JERT) today reported results for the quarter ended June 30, 2009: Second Quarter Highlights:
Recent Events During the quarter ended June 30, 2009, we entered into an agreement with two holders of our outstanding trust preferred securities ("TRUPs") with an aggregate liquidation amount of $56.3 million to exchange such TRUPs for the following: (i) $70.3 million aggregate principal amount of junior subordinated notes due in 2037 (the "Notes"); (ii) the issuance of 307,203 unregistered shares of our common stock; and/or (iii) certain cash payments. Additionally, we entered into an agreement with a third holder of TRUPs with an aggregate liquidation amount of $3.7 million to exchange such TRUPs for 541,906 unregistered shares of our common stock and certain cash payments. An aggregate of $60.0 million of TRUPs have been cancelled through August 1, 2009 in conjunction with these exchanges, and all interest payment obligations on the TRUPs through the July 31, 2009 interest payment date have been satisfied. The Notes will bear interest at a rate of 0.5% annually through April 29, 2012 or such earlier date as we elect. Thereafter, we will pay interest at a variable rate equal to LIBOR plus 2.25% annually. On July 20, 2009, we and our manager entered into an amendment to the management agreement whereby we agreed, effective as of April 1, 2009, that during the months of April, May, June, July, August and September, 2009, (i) we shall not be required to make any payments of base management fees and/or incentive fees otherwise due and payable under the management agreement in excess of $75,000 per month and (ii) any fees accruing and otherwise payable under the management agreement in excess of $75,000 per month shall be deferred and due and payable by us to the manager on such date after September 30, 2009 as we shall mutually agree in writing. Liquidity As previously disclosed, the Company has undertaken or expects to commence certain efforts to reduce expenses and preserve liquidity including: (i) discontinuing payment of quarterly dividends and replacing it with payment of an annual dividend to the extent required to satisfy REIT dividend requirements, (ii) seeking to reduce operating costs, primarily our general and administrative costs, (iii) seeking to restructure terms of our recourse indebtedness including extension of scheduled maturity dates and/or modification of near-term interest payment requirements; and (iv) if necessary, pursue sales of selected assets. During 2009, we have exchanged $56.3 million of our TRUPs into junior subordinated notes, and cancelled $3.7 million of TRUPs thereby reducing quarterly cash interest payments from approximately $1.1 million per quarter on the TRUPs to approximately $0.1 million per quarter on the junior subordinated notes through April 2012. In addition, we amended our note payable to reduce monthly payments from approximately $0.4 million to $75,000 from July through September 2009, and amended our agreement with the Manager to reduce cash basis monthly base management fees to $75,000 from April to September 2009. However, our primary source of free operating cash flow are our non-CDO CMBS investments. Cash flow from these investments have declined from approximately $6.9 million in the first quarter of 2009 to approximately $4.0 million during the second quarter of 2009 due to deteriorating macroeconomic and commercial real estate conditions evidenced by increasing delinquencies, special servicing activity and the appraisal reductions on collateral for such investments. This decline in non-CDO CMBS cash flow has adversely affected our liquidity. Investments JERT\'s investments as of June 30, 2009 consisted of (amounts in millions): June 30, 2009 Weighted Average
------------- ----------------
Face % of
Amount/ Total
Cost Invest- Coupon Loss
Basis Amortized Fair ments Rate Adjusted
(1) Cost Value (2) (3) Yield
-------- ---------- ----- ------- ------- --------
CMBS
not
financed
by CDOs $428.7 $17.3 $17.3 7.0% 5.2% 57.0% (4)
CMBS
financed
by CDO I 418.7 44.9 44.9 18.2% 4.9% 41.5% (4)
CMBS
financed
by CDO II 880.0 46.2 46.3 18.7% 5.2% 51.1% (4)
----- ---- ---- ---- --- ----
Total
CMBS (5) 1,727.4 108.4 108.5 43.9% 5.1% 47.5%
Real
estate
loans,
held
for
investment (6) 270.3 270.0 138.0 55.8% 3.4% 3.4%
Investments
in US
Debt Fund 0.7 0.7 0.7 0.3% N/A N/A
--- --- --- --- ----- -----
Total $1,998.4 $379.1 $247.2 100.0% 4.9% 16.0%
======== ====== ====== ===== === ====
(1) For investments in unconsolidated joint ventures.
(2) Based on fair value.
(3) Based on face amount.
(4) Loss adjusted yields for our CMBS investments reflect the impact of
estimated future losses on underlying collateral and are the basis on
which we record interest income on such investments in our GAAP
financial statements in accordance with guidance
(5) Amortized cost has been reduced from original cost primarily due to
the recognition of cumulative impairments of $872.1 million.
(6) Real estate loans are financed by CDO II.Borrowings With respect to liabilities, at June 30, 2009, total liabilities were $240.8 million. The individual components of our liabilities are described below:
As of June 30, 2009, we are in compliance with all of our debt covenants with the exception of certain CDO II over-collateralization coverage tests. As previously announced, CDO II did not meet certain over-collateralization coverage tests in February 2009, resulting in approximately $5.2 million and $9.5 million of cash that would have otherwise been paid to JERT during the three and six months ended June 30, 2009, respectively, being redirected to repay principal on certain senior notes payable issued by CDO II. We expect this cash flow redirection to continue for the foreseeable future. Non-GAAP Financial Measures In this earnings release, we may disclose non-GAAP financial measures as defined by SEC Regulation G. In addition, we have used non-GAAP financial measures, in particular Adjusted Funds from Operations, or AFFO, as well as earnings (loss) per adjusted diluted common share, or ADCS, in this press release. A reconciliation of AFFO and earnings (loss) per ADCS and the comparable GAAP financial measure (net income, assets, liabilities and stockholders\' equity and earnings per share, as applicable) can be found at the end of this earnings release. Generally accepted accounting principles ("GAAP") require that we retrospectively restate earnings per share for our 1-for-10 reverse stock split that occurred on February 20, 2009. However, under GAAP, we are precluded from retrospectively restating earnings per common share for our stock dividend paid on January 30, 2009 as a portion of this dividend was paid in cash. Management believes that it is meaningful to investors to disclose the retrospective effect of both the 1-for-10 reverse stock split as well as the stock dividend. Accordingly, we are presenting non-GAAP earnings per Adjusted Diluted Common Share ("ADCS"). See a reconciliation of earnings and AFFO per common share calculated under GAAP to earnings per ADCS at the end of this release. About JER Investors Trust Inc. JER Investors Trust Inc. is a specialty finance company quoted on the OTC Bulletin Board that invests in commercial real estate structured finance products. Our target investments include commercial mortgage backed securities, mezzanine loans and B-Note participations in mortgage loans, commercial mortgage loans and net leased real estate investments. JER Investors Trust Inc. is organized and conducts its operations so as to qualify as a real estate investment trust ("REIT") for federal income tax purposes. For more information regarding JER Investors Trust Inc. and to be added to our e-mail distribution list, please visit www.jer.com. Forward-Looking Statements This press release does not constitute an offer of any securities for sale. Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management\'s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. JER Investors Trust can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from JER Investors Trust\'s expectations include, but are not limited to, changes in the real estate and capital markets, our ability to source and fund new investments and other risks detailed from time to time in JER Investors Trust\'s SEC reports. Such forward-looking statements speak only as of the date of this press release. JER Investors Trust expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in JER Investors Trust\'s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. CONTACT:
J. Michael McGillis
Chief Financial Officer
JER Investors Trust Inc.
(703) 714-8000JER INVESTORS TRUST INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
June 30, December 31,
2009 2008
------------- ------------
(unaudited) (audited)
ASSETS
Cash and cash equivalents $1,834 $8,357
Restricted cash 4,714 1,149
CMBS financed by CDOs, at fair value 91,182 180,210
CMBS not financed by CDOs, at fair value 17,339 42,432
Real estate loans, held for
investment, financed
by CDOs, at fair value 137,993 189,980
Investments in unconsolidated joint
ventures 709 843
Accrued interest receivable 5,866 8,343
Due from affiliate 331 157
Deferred financing fees, net 914 981
Other assets 307 2,349
-------- --------
Total Assets $261,189 $434,801
======== ========
LIABILITIES AND STOCKHOLDERS\' EQUITY
Liabilities:
CDO notes payable, at fair value $116,129 $211,695
Repurchase agreements 11,108 16,108
Junior subordinated debentures and notes 58,941 61,860
Notes payable 8,960 500
Interest rate swap agreements related
to CDOs, at fair value 41,217 91,984
Accounts payable and accrued expenses 1,528 839
Dividends payable - 2,274
Due to affiliate 1,042 689
Other liabilities 1,889 2,489
----- -----
Total Liabilities 240,814 388,438
Stockholders\' Equity:
Common stock, $0.01 par value, 100,000,000
shares authorized, 5,836,478 and 2,590,104
shares issued and outstanding at June 30,
2009 and December 31, 2008, respectively 58 26
Additional paid-in capital 413,593 392,744
Cumulative cash dividends paid/declared (157,705) (157,705)
Cumulative stock dividends paid/declared (20,462) -
Cumulative deficit (192,662) (165,626)
Accumulated other comprehensive loss (22,447) (23,076)
------ ------
Total Stockholders\' Equity 20,375 46,363
------ ------
Total Liabilities and
Stockholders\' Equity $261,189 $434,801
======== ========
JER INVESTORS TRUST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except share and per share data)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- -------------------
2009 2008 2009 2008
---- ---- ---- ----
REVENUES
Interest income from CMBS $6,957 $24,719 $22,197 $46,171
Interest income from real
estate loans 2,341 7,447 4,669 16,333
Interest income from cash
and cash equivalents 5 194 16 616
Equity in (losses) earnings,
net, of unconsolidated joint
ventures (64) 34 (1,663) 967
Fee income 239 156 652 253
--- --- --- ---
Total Revenues 9,478 32,550 25,871 64,340
EXPENSES
Interest expense 7,582 13,782 14,076 29,197
Management fees, affiliate 961 1,874 2,171 3,701
General and administrative 1,607 1,937 4,389 3,917
----- ----- ----- -----
Total Expenses 10,150 17,593 20,636 36,815
INCOME BEFORE OTHER GAINS
(LOSSES) (672) 14,957 5,235 27,525
OTHER GAINS (LOSSES)
Unrealized loss on financial
assets financed with CDOs (27,695) (7,319) (127,931) (186,988)
Unrealized gain, net, on CDO
related financial
liabilities 26,384 29,942 121,969 276,516
Loss on interest rate swaps (5,527) (5,391) (12,180) (8,166)
Loss on impairment of CMBS (3,854) (273) (18,366) (99,852)
Unrealized loss, net, on
real estate loans held for
sale - (506) - (28,874)
Unrealized gain (loss) on
non-CDO related interest
rate swaps - 8,199 13,860 (7,401)
Gain on exchange and
cancellation of TRUPs 2,657 - 2,657 -
Loss on sale of real estate
loan held for sale - (9,249) - (9,249)
Loss on termination of
interest rate swaps - (1,370) (12,280) (1,370)
--- ------ ------- ------
Total other gains (losses) (8,035) 14,033 (32,271) (65,384)
------ ------ ------- -------
NET (LOSS) INCOME $(8,707) $28,990 $(27,036) $(37,859)
======= ======= ======== ========
Net (loss) income per share:
Basic $(1.67) $11.26 $(5.74) $(14.72)
====== ====== ====== =======
Diluted $(1.67) $11.25 $(5.74) $(14.72)
====== ====== ====== =======
Weighted average shares
of common stock outstanding:
Basic 5,216,975 2,573,889 4,711,786 2,572,348
========= ========= ========= =========
Diluted 5,217,794 2,576,135 4,715,575 2,576,230
========= ========= ========= =========
Dividends declared per
common share $- $3.00 $- $6.00
=== ===== === =====
JER INVESTORS TRUST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
For the Six
Months Ended
June 30,
------------------
2009 2008
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(27,036) $(37,859)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Amortization (accretion) of CMBS 15,273 (1,395)
Accretion of interest on junior
subordinated notes 612 -
Amortization of debt issuance costs 67 1,771
Amortization of other comprehensive
(income) loss related to CDO related
interest rate swap agreements 1,462 1,397
Unrealized loss (gain) on CDO related
financial assets and liabilities, net 5,962 (89,528)
Unrealized and realized (gains) losses on
interest rate swaps (1,580) 8,764
Unrealized loss on impairment of CMBS 18,366 99,852
Loss on sale of real estate loan held for sale - 9,249
Gain on exchange and cancellation of TRUPs (2,657) -
Unrealized loss on real estate loans held
for sale, net - 28,874
Equity in (earnings) losses, net, from
unconsolidated joint ventures 1,663 (967)
Distributions from unconsolidated joint ventures - 1,252
Payment-in-kind ("PIK") interest on real estate
loan held for sale - (2,099)
Non-cash interest expense on junior subordinated
debentures and notes 1,432 -
Non-cash expense related to shares issued for
TRUPs
exchange and cancellation 144 -
Stock compensation expense 37 211
Changes in assets and liabilities:
Decrease (increase) in other assets 202 (241)
Decrease in accrued interest receivable 2,477 978
Increase in due to/from affiliates, net 179 302
Increase (decrease) in accounts payable and
accrued expenses and other liabilities, net 91 (662)
------ ------
Net cash provided by operating
activities 16,694 19,899
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated joint ventures (1,529) (2,231)
(Increase) decrease in restricted cash, net (3,564) 5,534
Proceeds from sale of unconsolidated joint venture - 39,448
Proceeds from repayment of real estate loans 3,701 7,471
Proceeds from sale of real estate loans held for
sale - 36,191
--- ------
Net cash (used in) provided by
investing activities (1,392) 86,413
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (2,274) (36,133)
Proceeds from repurchase agreements - 1,556
Repayment of repurchase agreements (5,000) (112,119)
Repayment of CDO notes payable (10,504) -
Repayment of notes payable, net (540) -
Cancellation payments on TRUPs (227) -
Payment of financing costs - (2,438)
Payment of interest rate swap termination costs (3,280) (1,370)
------ ------
Net cash used in financing activities (21,825) (150,504)
------- --------
Net decrease in cash and cash equivalents (6,523) (44,192)
Cash and cash equivalents at beginning of period 8,357 87,556
------ -------
Cash and cash equivalents at end of period $1,834 $43,364
====== =======
Supplemental Disclosures of Cash Flow Information
Cash paid for interest $21,359 $34,878
======= =======
Non-cash note payable in satisfaction of
Interest rate swap agreements $9,000 $-
====== ===
Dividends declared but not paid $- $7,752
=== ======
Stock issued as part of exchange and
cancellation of TRUPs $383 $-
==== ===1. Adjusted Funds from Operations (amounts in thousands)
For the For the
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------- --------- --------- ---------
(unaudited)
Net (loss) income
available to common
stockholders $(8,707) $28,990 $(27,036) $(37,859)
Add:
Unrealized gain, net, on
CDO related financial
assets and liabilities 1,311 (22,623) 5,962 (89,528)
Amortization of unrealized
loss on CDO related
interest rate swaps 603 574 1,197 1,143
Unrealized loss on
impairment of CMBS 3,854 273 18,366 99,852
Unrealized (gain) loss on
real estate loan held for
sale - 506 - 28,874
Unrealized (gain) loss on
non-CDO interest rate
swap agreements - (8,199) (13,860) 7,401
Realized loss on sale of
real estate loan held for
sale - 9,249 - 9,249
Realized loss on swap
terminations - 1,370 12,280 1,370
Gain on exchange and
cancellation of TRUPs (2,657) - (2,657) -
Equity in (earnings)
losses, net, of
unconsolidated joint
ventures 64 (34) 1,663 (967)
Redirection of CDO II
cash flows (5,230) - (9,525) -
Cash distributions from
unconsolidated joint
ventures - - - 1,252
Depreciation on
unconsolidated real
estate assets - - - 238
CMBS amortization
(accretion) 9,134 (1,728) 15,273 (1,549)
Junior subordinated note
interest accretion 612 - 612 -
Non-recurring equity
offering costs - - 999 -
Non-recurring TRUPs
exchange and cancellation
costs 381 - 381 -
Non-cash interest
expense on junior
subordinated debentures 1,432 - 1,432 -
----- - ----- -
Adjusted Funds from
Operations (AFFO) $797 $8,378 $5,087 $19,476
==== ====== ====== =======
AFFO per ADCS:
Basic $0.15 $1.02 $1.02 $3.92
===== ===== ===== =====
Diluted $0.15 $1.01 $1.01 $3.91
===== ===== ===== =====2. Earnings, AFFO and Book Value per Adjusted Diluted Common Share
("ADCS") (1)
JER INVESTORS TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
EPS (Basic) EPS (Basic)
----------- -----------
For the For the
Three Months Six Months
Ended Ended
June 30, June 30,
------------- -----------
2009 2008 2009 2008
---- ---- ---- ----
Earnings per share (basic)
under GAAP $(1.67) $11.26 $(5.74) $(14.72)
Add (deduct) impact of stock
dividend (0.00) (5.43) 0.38 7.10
----- ----- ---- ----
Earnings per adjusted share
(basic) $(1.67) $5.83 $(5.36) $(7.62)
====== ===== ====== ======
EPS (Diluted) EPS (Diluted)
------------- -------------
For the For the
Three Months Six Months
Ended Ended
June 30, June 30,
------------- -----------
2009 2008 2009 2008
---- ---- ---- ----
Earnings per share (diluted)
under GAAP $(1.67) $11.25 $(5.74) $(14.72)
Add (deduct) impact of stock
dividend (0.00) (5.43) 0.39 7.10
----- ----- ---- ----
Earnings per ADCS $(1.67) $5.82 $(5.35) $(7.62)
====== ===== ====== ======
AFFO AFFO
per Share per Share
(Basic) (Basic)
---------- ----------
For the For the
Three Months Six Months
Ended Ended
June 30, June 30,
------------- -----------
2009 2008 2009 2008
---- ---- ---- ----
AFFO per share (basic) under
GAAP $0.15 $3.25 $1.08 $7.57
Add (deduct) impact of stock
dividend (0.00) (1.56) (0.06) (3.65)
----- ----- ----- -----
AFFO per adjusted share (basic) $0.15 $1.69 $1.02 $3.92
===== ===== ===== =====
AFFO AFFO
per Share per Share
(Diluted) (Diluted)
---------- ----------
For the For the
Three Months Six Months
Ended Ended
June 30, June 30,
------------- -----------
2009 2008 2009 2008
---- ---- ---- ----
AFFO per share (diluted) under
GAAP $0.15 $3.25 $1.08 $7.56
Add (deduct) impact of stock
dividend (0.00) (1.57) (0.06) (3.65)
----- ----- ----- -----
AFFO per ADCS $0.15 $1.68 $1.01 $3.91
===== ===== ===== =====
Book Value
per Share
(Basic)
-----------
As of As of
June 30, December 31,
2009 2008
--------- ---------
Book value per share (basic)
under GAAP $3.49 $17.90
Add (deduct) impact of stock
dividend 0.00 (8.61)
---- -----
Book value per adjusted share
(basic) $3.49 $9.29
===== =====
Book Value
per Share
(Diluted)
-----------
As of As of
June 30, December 31,
2009 2008
--------- ---------
Book value per share (diluted)
under GAAP $3.49 $17.90
Add (deduct) impact of stock
dividend 0.00 (8.61)
---- -----
Book value per ADCS $3.49 $9.29
===== =====
(1) GAAP requires that we retrospectively restate earnings per share for
our 1-for-10 reverse stock split that occurred on February 20, 2009.
However, under GAAP, we are precluded from retrospectively restating
earnings per share for our stock dividend paid on January 30, 2009
as a portion of this dividend was paid in cash. Management believes
it is meaningful to investors to disclose the retrospective effect
of both the 1-for-10 reverse stock split as well as the stock
dividend. Accordingly, we are presenting the non-GAAP measure
earnings per Adjusted Diluted Common Share ("ADCS").Source: PRNewsWire JERT is in the portfolios of Third Avenue Management.
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