To be filed with the Securities and Exchange Commission on or about May 15, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 -------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number 1-14788 ------- Capital Trust, Inc. ------------------- (Exact name of registrant as specified in its charter) Maryland 94-6181186 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 410 Park Avenue, 14th Floor, New York, NY 10022 - ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 655-0220 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No[ ] APPLICABLE ONLY TO CORPORATE ISSUERS: The number of outstanding shares of the Registrant's Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), as of May 8, 2001 was 18,927,731.
<TABLE> <CAPTION> CAPITAL TRUST, INC. INDEX Part I. Financial Information <S> <C> <C> Item 1: Financial Statements 1 Consolidated Balance Sheets - March 31, 2001 (unaudited) and December 31, 2000 (audited) 1 Consolidated Statements of Income - Three Months Ended March 31, 2001 and 2000 (unaudited) 2 Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended March 31, 2001 and 2000 (unaudited) 3 Consolidated Statements of Cash Flows - Three Months Ended March 31, 2001 and 2000 (unaudited) 4 Notes to Consolidated Financial Statements (unaudited) 5 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3: Quantitative and Qualitative Disclosures about Market Risk 16 Part II. Other Information Item 1: Legal Proceedings 17 Item 2: Changes in Securities 17 Item 3: Defaults Upon Senior Securities 17 Item 4: Submission of Matters to a Vote of Security Holders 17 Item 5: Other Information 17 Item 6: Exhibits and Reports on Form 8-K 17 Signatures 18 </TABLE>
Capital Trust, Inc. and Subsidiaries Consolidated Balance Sheets March 31, 2001 and December 31, 2000 (in thousands) <TABLE> <CAPTION> March 31, December 31, 2001 2000 -------------- --------------- Assets (Unaudited) (Audited) <S> <C> <C> Cash and cash equivalents $ 12,395 $ 11,388 Commercial mortgage-backed securities available-for-sale, at fair value 222,880 215,516 Certificated mezzanine investments available-for-sale, at fair value 22,075 22,379 Loans receivable, net of $13,695 and $12,947 reserve for possible credit losses at March 31, 2001 and December 31, 2000, respectively 322,343 349,089 Equity investment in CT Mezzanine Partners I LLC ("Fund I") 47,431 26,011 Deposits and other receivables 252 211 Accrued interest receivable 5,794 7,241 Deferred income taxes 9,135 8,719 Prepaid and other assets 2,915 3,838 ----------- ------------- Total assets $645,220 $644,392 =========== ============= Liabilities and Stockholders' Equity Liabilities: Accounts payable and accrued expenses $ 5,386 $ 10,329 Notes payable 1,401 2,647 Credit facilities 170,723 173,641 Term redeemable securities contract 134,166 133,235 Repurchase obligations 16,265 16,569 Deferred origination fees and other revenue 1,827 2,163 Other liabilities 6,739 - ----------- ------------- Total liabilities 336,507 338,584 ----------- ------------- Company-obligated, mandatory redeemable, convertible preferred securities of CT Convertible Trust I, holding $89,742,000 of convertible 8.25% junior subordinated debentures and $60,258,000 of non-convertible 13.00% junior subordinated debentures of Capital Trust, Inc. ("Convertible Trust Preferred Securities") 147,342 147,142 ----------- ------------- Stockholders' equity: Class A 9.5% cumulative convertible preferred stock, $0.01 par value, $0.26 cumulative annual dividend, 100,000 shares authorized, 2,278 shares issued and outstanding at March 31, 2001 and December 31, 2000 (liquidation preference of $6,127) ("Class A Preferred Stock") 23 23 Class B 9.5% cumulative convertible non-voting preferred stock, $0.01 par value, $0.26 cumulative annual dividend, 100,000 shares authorized, 4,043 shares issued and outstanding at March 31, 2001 and December 31, 2000 (liquidation preference of $10,876) ("Class B Preferred Stock" and together with Class A Preferred Stock, "Preferred Stock") 40 40 Class A common stock, $0.01 par value, 100,000 shares authorized, 19,162 and 18,967 shares issued and outstanding at March 31, 2001 and December 31, 2000, respectively 192 190 Class B common stock, $0.01 par value, 100,000 shares authorized, 2,755 shares issued and outstanding at March 31, 2001 and December 31, 2000 ("Class B Common Stock") 28 28 Restricted Class A Common Stock, $0.01 par value, 396 and 264 shares issued and outstanding at March 31, 2001 and December 31, 2000, respectively ("Restricted Class A Common Stock" and together with Class A Common Stock and Class B Common Stock, "Common Stock") 4 3 Additional paid-in capital 183,154 181,507 Unearned compensation (1,283) (468) Accumulated other comprehensive loss (10,006) (10,152) Accumulated deficit (10,781) (12,505) ---------- ------------- Total stockholders' equity 161,371 158,666 ---------- ------------- Total liabilities and stockholders' equity $645,220 $644,392 ========== ============= </TABLE> See accompanying notes to unaudited consolidated financial statements. 1
Capital Trust, Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended March 31, 2001 and 2000 (in thousands, except per share data) (unaudited) <TABLE> <CAPTION> 2001 2000 --------------------- --------------------- <S> <C> <C> Income from loans and other investments: Interest and related income $ 17,913 $ 22,693 Income from equity investments in Fund I 859 - Less: Interest and related expenses 7,254 10,214 --------------------- --------------------- Income from loans and other investments, net 11,518 12,479 --------------------- --------------------- Other revenues: Advisory and investment banking fees 75 1,325 Management fees from Fund I 182 - Other interest income 151 202 --------------------- --------------------- Total other revenues 408 1,527 --------------------- --------------------- Other expenses: General and administrative 3,658 3,753 Other interest expense 33 71 Depreciation and amortization 171 106 Other expenses 224 - Provision for possible credit losses 748 966 --------------------- --------------------- Total other expenses 4,834 4,896 --------------------- --------------------- Income before income taxes and distributions and amortization on Convertible Trust Preferred Securities 7,092 9,110 Provision for income taxes 3,248 4,450 --------------------- --------------------- Income before distributions and amortization on Convertible Trust Preferred Securities 3,844 4,660 Distributions and amortization on Convertible Trust Preferred Securities, net of income tax benefit of $1,889 and $1,552 for the three months ended March 31, 2001 and 2000, respectively 2,120 1,741 --------------------- --------------------- Net income $ 1,724 $ 2,919 Less: Preferred Stock dividend requirement (404) (404) --------------------- --------------------- Net income allocable to Common Stock $ 1,320 $ 2,515 ===================== ===================== Per share information: Net earnings per share of Common Stock Basic $ 0.06 $ 0.10 ===================== ===================== Diluted $ 0.06 $ 0.09 ===================== ===================== Weighted average shares of Common Stock outstanding Basic 22,235,160 24,487,475 ===================== ===================== Diluted 22,347,122 31,008,308 ===================== ===================== </TABLE> See accompanying notes to unaudited consolidated financial statements. 2
Capital Trust, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity For the Three Months Ended March 31, 2001 and 2000 (in thousands) (unaudited) <TABLE> <CAPTION> Restricted Class A Class B Class A Class B Class A Additional Comprehensive Preferred Preferred Common Common Common Paid-In Income/(Loss) Stock Stock Stock Stock Stock Capital ---------------- --------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at January 1, 2000 $ - $ 23 $ 40 $ 219 $ 23 $ 1 $ 189,456 Net income 2,919 - - - - - - Unrealized gain on available-for-sale securities, net of related income taxes 6,365 - - - - - - Issuance of warrants to purchase shares of Class A Common Stock - - - - - - 1,360 Issuance of Class A Common Stock unit awards - - - 1 - - 624 Issuance of restricted Class A Common Stock - - - - - 2 948 Restricted Class A Common Stock earned - - - - - - - Repurchase and retirement of shares of Class A Common Stock previously outstanding - - - (12) - - (4,915) ---------------- --------------------------------------------------------------- Balance at March 31, 2000 $ 9,284 $ 23 $ 40 $ 208 $ 23 $ 3 $ 187,473 ================ =============================================================== Balance at January 1, 2001 $ - $ 23 $ 40 $ 190 $ 28 $ 3 $ 181,507 Net income 1,724 - - - - - - Transition adjustment for recognition of derivative financial instruments - - - - - - - Unrealized loss on derivative financial instruments, net of related income taxes (1,802) - - - - - - Unrealized gain on available-for-sale securities, net of related income taxes 2,522 - - - - - - Issuance of Class A Common Stock unit awards - - 1 - - 624 Issuance of restricted Class A Common Stock - - - - - 2 1,023 Vesting of restricted Class A Common Stock to unrestricted Class A Common Stock - - - 1 - (1) - Restricted Class A Common Stock earned - - - - - - - -------------- ---------------------------------------------------------------- Balance at March 31, 2001 $ 2,444 $ 23 $ 40 $ 192 $ 28 $ 4 $ 183,154 ============== ================================================================ </TABLE> <TABLE> <CAPTION> Accumulated Other Unearned Comprehensive Accumulated Compensation Income/(Loss) Deficit Total -------------------------------------------------------------- <S> <C> <C> <C> <C> Balance at January 1, 2000 $ (407) $ (10,164) $ (20,651) $ 158,540 Net income - - 2,919 2,919 Unrealized gain on available-for-sale securities, net of related income taxes - 6,365 - 6,365 Issuance of warrants to purchase shares of Class A Common Stock - - - 1,360 Issuance of Class A Common Stock unit awards - - - 625 Issuance of restricted Class A Common Stock (950) - - - Restricted Class A Common Stock earned 171 - - 171 Repurchase and retirement of shares of Class A Common Stock previously outstanding - - - (4,927) -------------------------------------------------------------- Balance at March 31, 2000 $ (1,186) $ (3,799) $ (17,732) $ 165,053 ============================================================== Balance at January 1, 2001 $ (468) $ (10,152) $ (12,505) $ 158,666 Net income - - 1,724 1,724 Transition adjustment for recognition of derivative financial instruments - (574) - (574) Unrealized loss on derivative financial instruments, net of related income taxes - (1,802) - (1,802) Unrealized gain on available-for-sale securities, net of related income taxes - 2,522 - 2,522 Issuance of Class A Common Stock unit awards - - - 625 Issuance of restricted Class A Common Stock (1,025) - - - Vesting of restricted Class A Common Stock to unrestricted Class A Common Stock - - - - Restricted Class A Common Stock earned 210 - - 210 -------------------------------------------------------------- Balance at March 31, 2001 $ (1,283) $ (10,006) $ (10,781) $ 161,371 ============================================================== </TABLE> See accompanying notes to unaudited consolidated financial statements. 3
Capital Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows Three months ended March 31, 2001 and 2000 (in thousands) (unaudited) <TABLE> <CAPTION> 2001 2000 -------------------- -------------------- <S> <C> <C> Cash flows from operating activities: Net income $ 1,724 $ 2,919 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Deferred income taxes (416) (523) Provision for credit losses 748 966 Depreciation and amortization 171 106 Income from equity investments in Fund I (859) - Unrealized loss on hedged and derivative securities 224 - Restricted Class A Common Stock earned 210 171 Amortization of premiums and accretion of discounts on loans and investments, net (666) (523) Accretion of discounts on term redeemable securities contract 931 866 Accretion of discounts and fees on Convertible Trust Preferred Securities, net 200 200 Changes in assets and liabilities, net: Deposits and other receivables (41) 495 Accrued interest receivable 1,447 2,789 Prepaid and other assets 953 (2,283) Deferred origination fees and other revenue (336) (350) Accounts payable and accrued expenses (4,318) (6,449) -------------------- -------------------- Net cash used in operating activities (28) (1,616) -------------------- -------------------- Cash flows from investing activities: Principal collections on certificated mezzanine investments 304 303 Origination and purchase of loans receivable (608) (1,896) Principal collections and proceeds from sale of loans receivable 25,775 83,950 Equity investments in Fund I (21,543) - Return of capital from Fund I 865 - Purchases of equipment and leasehold improvements (69) (22) -------------------- -------------------- Net cash provided by investing activities 4,724 82,335 -------------------- -------------------- Cash flows from financing activities: Repayment of repurchase obligations (304) (304) Proceeds from credit facilities 68,750 16,000 Repayment of credit facilities (71,668) (102,192) Repayment of notes payable (467) (457) Repurchase and retirement of shares of Class A Common Stock previously outstanding - (4,927) -------------------- -------------------- Net cash used in financing activities (3,689) (91,880) -------------------- -------------------- Net increase (decrease) in cash and cash equivalents 1,007 (11,161) Cash and cash equivalents at beginning of year 11,388 38,782 -------------------- -------------------- Cash and cash equivalents at end of period $ 12,395 $ 27,621 ==================== ==================== </TABLE> See accompanying notes to unaudited consolidated financial statements. 4
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) 1. Presentation of Financial Information The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the financial statements and the related management's discussion and analysis of financial condition and results of operations filed with the Annual Report on Form 10-K of Capital Trust, Inc. and Subsidiaries (collectively, the "Company") for the fiscal year ended December 31, 2000. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2001, are not necessarily indicative of results that may be expected for the entire year ending December 31, 2001. The accompanying unaudited consolidated interim financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform in all material respects to accounting principles generally accepted in the United States. Certain prior period amounts have been reclassified to conform to current period classifications. 2. Summary of Significant Accounting Policies Derivative Financial Instruments In the normal course of business, the Company uses a variety of derivative financial instruments to manage, or hedge, interest rate risk. The Company requires derivative financial instruments to be effective in reducing its interest rate risk exposure. This effectiveness is essential for qualifying for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market each period. The Company uses interest rate swaps to effectively convert variable rate debt to fixed rate debt for the financed portion of fixed rate assets. The differential to be paid or received on these agreements is recognized as an adjustment to the interest expense related to debt and is recognized on the accrual basis. The Company also uses interest rate caps to reduce its exposure to interest rate changes on investments. The Company will receive payments on an interest rate cap should the variable rate for which the cap was purchased exceed a specified threshold level and will be recorded as an adjustment to the interest income related to the related earning asset. To determine the fair values of derivative instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost, and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. The swap and cap agreements are generally held to maturity and the Company does not use derivative financial instruments for trading purposes. 5
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) 3. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 4. Earnings Per Share The following table sets forth the calculation of Basic and Diluted EPS: <TABLE> <CAPTION> Three Months Ended March 31, 2001 Three Months Ended March 31, 2000 ----------------------------------------- -------------------------------------------------- Per Share Per Share Net Income Shares Amount Net Loss Shares Amount -------------- ------------- ----------- ------------- ------------- ------------- <S> <C> <C> <C> <C> <C> <C> Basic EPS: Net earnings per share of Common Stock $ 1,320,000 22,235,160 $ 0.06 $ 2,515,000 24,487,475 $ 0.10 =========== =========== Effect of Dilutive Securities Options outstanding for the purchase of Common Stock -- 11,962 -- -- Future commitments for share unit awards for the issuance of Class A Common Stock -- 100,000 -- 200,000 Convertible Class A Preferred Stock -- -- 404,000 6,320,833 -------------- ------------ ------------- ------------ Diluted EPS: Net earnings per share of Common Stock and Assumed Conversions $ 1,320,000 22,347,122 $ 0.06 $ 2,919,000 31,008,308 $ 0.09 ============== ============ =========== ============= ============ ========== </TABLE> 5. Derivative Financial Instruments On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders' equity or net income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. As of January 1, 2001, the adoption of the new standard results in an adjustment of $574,000 to accumulated other comprehensive loss and other liabilities. In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks by following established risk management policies and procedures including the use of derivatives. For interest rate exposures, derivatives are used primarily to align rate movements between interest rates associated with the Company's loans and other financial assets with interest rates on related debt financing, and manage the cost of borrowing obligations. The Company does not use derivatives for trading or speculative purposes. Further, the Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from those instruments, nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives. 6
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) To manage interest rate risk, the Company may employ options, forwards, interest rate swaps, caps and floors or a combination thereof depending on the underlying exposure. To reduce overall interest cost, the Company uses interest rate instruments, typically interest rate swaps, to convert a portion of its variable rate debt to fixed rate debt. Interest rate differentials that arise under these swap contracts are recognized as interest expense over the life of the contracts. The following table summarizes the notional value and fair value of the Company's derivative financial instruments, principally swap contracts at March 31, 2001. The notional value provides an indication of the extent of the Company's involvement in these instruments at that time, but does not represent exposure to credit, interest rate or foreign exchange market risks. <TABLE> <CAPTION> Interest Hedge Type Notional Value Rate Maturity Fair Value - ------------- ------------------------ -------------------- ----------------- -------------- ------------------ <S> <C> <C> <C> <C> <C> Swap Fair Value Hedge $137,812,000 6.045% 2014 $(4,363,000) Swap Cash Flow Hedge 11,250,000 6.580% 2006 (677,000) Swap Cash Flow Hedge 28,000,000 5.793% 2001 (156,000) Swap Cash Flow Hedge 37,125,000 5.905% 2008 (990,000) Swap Cash Flow Hedge 18,838,000 6.035% 2003 (553,000) Cap Cash Flow Hedge 18,750,000 11.250% 2007 51,000 </TABLE> Financial reporting for hedges characterized as fair value hedges and cash flow hedges are different. For those hedges characterized as a fair value hedge, the changes in fair value of the hedge and the hedged item are reflected in earnings each quarter. In the case of the fair value hedge listed above, the Company is hedging the component of interest rate risk that can be directly controlled by the hedging instrument, and it is this portion of the hedged assets that is recognized in earnings. The non-hedged balance is classified as an available-for-sale security consistent with SFAS No. 115, and is reported in accumulated other comprehensive income. For those hedges characterized as cash flow hedges, the unrealized gains/losses in the fair value of these hedges are reported on the balance sheet with a corresponding adjustment to either accumulated other comprehensive income or in earnings, depending on the type of hedging relationship. On March 31, 2001, the derivative financial instruments were reported at their fair value as other assets and other liabilities of $51,000 and $6,739,000, respectively. During the three months ended March 31, 2001, the Company recognized a gain of $16,000 for the change in time value for qualifying interest rate hedges. The time value is a component of fair value that must be recognized in earnings, and is shown in the consolidated statement of income as other expense. The fair value hedge in the above table was undertaken by the Company to sustain the value of the Company's CMBS bond holdings. This fair value hedge, when viewed in conjunction with the fair value of the bonds, is sustaining the value of those bonds as interest rates rise and fall. During the three months ended March 31, 2001, the Company recognized a loss of $3,392,000 for the decrease in the value of the swap which was substantially offset by a gain of $3,152,000 for the change in the fair value of the bonds attributed to the hedged risk resulting in a $240,000 charge to other expense on the consolidated statement of income. The Company utilizes cash flow hedges in order to better control interest costs on variable rate debt transactions. Interest rate swaps that convert variable payments to fixed payments, interest rate caps, floors, collars, and forwards are considered cash flow hedges. During the three months ended March 31, 2001, the fair value of the cash flow swaps decreased by $1,802,000, which was deferred into other comprehensive loss and will be released to earnings over the remaining lives of the swaps. Over time, the unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings. This reclassification is consistent with when the hedged items are also recognized in earnings. Within the next twelve months, the Company estimates that $656,830 currently held in accumulated other comprehensive income will be reclassified to earnings, with regard to the cash flow hedges. 7
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) 6. Supplemental Disclosures for Consolidated Statements of Cash Flows Interest paid on the Company's outstanding debt and Convertible Preferred Trust Securities during the three months ended March 31, 2001 and 2000 was $10,394,000 and $13,146,000, respectively. Income taxes paid by the Company during the three months ended March 31, 2001 and 2000 was $3,008,000 and $4,741,000, respectively. 7. Loans receivable At March 31, 2001 and December 31, 2000, the Company's loans receivable consisted of the following (in thousands): <TABLE> <CAPTION> March 31, December 31, 2001 2000 ---------------------- ---------------------- <S> <C> <C> (1) Mortgage Loans $ 127,420 $ 135,651 (2) Mezzanine Loans 166,118 179,356 (3) Other mortgage loans receivable 42,500 47,029 ---------------------- ---------------------- 336,038 362,036 Less: reserve for possible credit losses (13,695) (12,947) ---------------------- ---------------------- Total loans $ 322,343 $ 349,089 ====================== ====================== </TABLE> One Mortgage Loan receivable with a principal balance of $8,000,000 reached maturity on July 15, 2000 and has not been repaid with respect to principal and interest. In accordance with the Company's policy for revenue recognition, income recognition has been suspended on this loan and for the three months ended March 31, 2001, $317,000 of potential interest income has not been recorded. At March 31, 2001, the weighted average interest rate in effect, including amortization of fees and premiums, for the Company's performing loans receivable is as follows: (1) Mortgage Loans 11.75% (2) Mezzanine Loans 11.87% (3) Other mortgage loans receivable 11.66% Total loans 11.80% At March 31, 2001, $209,789,000 (64%) of the aforementioned loans bear interest at floating rates ranging from LIBOR plus 320 basis points to LIBOR plus 700 basis points. The remaining $118,249,000 (36%) of loans were financed at fixed rates ranging from 11.62% to 12.00%. During the quarter ended March 31, 2001, the Company provided $608,000 of additional fundings on two existing loans. The Company had unfunded commitments on two loans totaling $17.4 million at March 31, 2001. 8
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) 8. Income Taxes The Company and its subsidiaries file a consolidated federal income tax return. The provision for income taxes for the three months ended March 31, 2001 and 2000 is comprised as follows (in thousands): <TABLE> <CAPTION> 2001 2000 ------------------ ----------------- <S> <C> <C> Current Federal $ 2,166 $ 2,956 State 788 1,060 Local 711 957 Deferred Federal (252) (316) State (87) (109) Local (78) (98) ------------------ ----------------- Provision for income taxes $ 3,248 $ 4,450 ================== ================= </TABLE> The reconciliation of income tax computed at the U.S. federal statutory tax rate (35%) to the effective income tax rate for the three months ended March 31, 2001 and 2000 are as follows (in thousands): <TABLE> <CAPTION> 2001 2000 ------------------------------- -------------------------------- $ % $ % --------------- --------------- ---------------- --------------- <S> <C> <C> <C> <C> Federal income tax at statutory rate $ 2,482 35.0% $ 3,189 35.0% State and local taxes, net of federal tax benefit 867 12.2% 1,176 12.9% Utilization of net operating loss carryforwards (123) (1.7)% (122) (1.3)% Compensation in excess of deductible limits 51 0.7% 124 1.3% Other (29) (0.4)% 83 0.9% --------------- --------------- -------------------------------- $ 3,248 45.8% $ 4,450 48.8% =============== =============== ================================ </TABLE> Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax reporting purposes. The components of the net deferred tax assets as of March 31, 2001 and December 31, 2000 are as follows (in thousands): <TABLE> <CAPTION> March 31, December 31, 2001 2000 ----------------------- ----------------------- <S> <C> <C> Net operating loss carryforward $ 3,176 $ 3,298 Reserves on other assets and for possible credit losses 9,040 9,047 Other 1,692 1,411 ----------------------- ----------------------- Deferred tax assets 13,908 13,756 Valuation allowance (4,773) (5,037) ----------------------- ----------------------- $ 9,135 $ 8,719 ======================= ======================= </TABLE> The Company recorded a valuation allowance to reserve a portion of its net deferred tax assets in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, this valuation allowance will be adjusted in future years, as appropriate. However, the timing and extent of such future adjustments can not presently be determined. 9
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) 9. Employee Benefit Plans 1997 Long-Term Incentive Stock Plan During the three months ended March 31, 2001, the Company issued an aggregate of 354,500 options to acquire shares of Class A Common Stock with an exercise price of $4.50 per share (the fair value market value based on reported trading price on the date of the grant). The Company also issued 227,780 restricted shares of Class A Common Stock which vest one third on each of the following dates: February 1, 2002, February 1, 2003 and February 1, 2004. The following table summarizes the option activity under the incentive stock plan for the quarter ended March 31, 2001: <TABLE> <CAPTION> Weighted Average Options Exercise Price Exercise Price per Outstanding per Share Share --------------------- ------------------------------ ---------------------- <S> <C> <C> <C> Outstanding at January 1, 2001 1,419,500 $4.125 - $10.00 $ 7.04 Granted in 2001 354,500 $4.50 4.50 Exercised in 2001 - - - Canceled in 2001 (133,333) $6.00 - $10.00 7.00 --------------------- ---------------------- Outstanding at March 31, 2001 1,640,667 $4.125 - $10.00 $ 6.49 ===================== ====================== </TABLE> At March 31, 2001, 1,008,342 of the options are exercisable. At March 31, 2001, the outstanding options have various remaining contractual exercise periods ranging from 6.29 to 9.83 years with a weighted average life of 7.93 years. 10
Capital Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) (unaudited) 10. Subsequent Event On April 9, 2001, CT Mezzanine Partners II, LP ("Fund II"), the Company's second commercial real estate mezzanine investment fund co-sponsored with Citigroup Investments Inc. ("Citigroup"), effected its initial closing (the "Initial Closing"). Fund II closed on an aggregate of $500 million in capital commitments made primarily by third-party institutional private equity investors. Pursuant to the venture agreement among the parties thereto (the "Venture Agreement"), affiliates of the Company and Citigroup made capital commitments of $33.1 million and $132.4 million, respectively, to Fund II. Fund II commenced its investment operations immediately and the Company anticipates a final closing no later than June 30, 2001 (the "Final Closing"). The Company will make an additional capital commitment to Fund II, the amount of such commitment to be based upon the amount of commitments made by third party investors at subsequent closings. Based upon the $500 million aggregate capital commitments made at the Initial Closing, the Company will earn annual investment management fees of $6.6 million through the service of its subsidiary, CT Investment Management Co. LLC, as investment manager to Fund II. Pursuant to the Venture Agreement, in connection with the Initial Closing, the Company issued to Citigroup a warrant to purchase 3,015,600 shares of its Class A Common Stock at an exercise price of $5.00 per share. The warrant is immediately exercisable and expires on March 8, 2005. The Company is obligated to issue additional warrants at subsequent closings with the same exercise and expiration terms. The number of shares of Class A Common Stock subject to such warrants shall be determined based upon the amount of additional third party investor capital commitments made at such closings. In addition, in connection with the Initial Closing, the Company repurchased for $29,138,000 in privately negotiated transactions 630,701 shares of Class A Common Stock, 1,520,831 shares of Class B Common Stock, 1,518,390 shares of Class A Preferred Stock and 2,274,110 shares of Class B Preferred Stock. The sellers of such capital stock made aggregate capital commitments to Fund II of $30 million. With the foregoing repurchase of Preferred Stock, the Company has reduced its annual dividend requirement from $1,615,000 to $646,000 per annum. 11
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. Historical results set forth are not necessarily indicative of the future financial position and results of operations of the Company. Second Investment Management Fund On April 9, 2001, CT Mezzanine Partners II, LP ("Fund II"), the Company's second commercial real estate mezzanine investment fund co-sponsored with Citigroup Investments Inc. ("Citigroup"), effected its initial closing (the "Initial Closing"). Fund II closed on an aggregate of $500 million in capital commitments made primarily by third-party institutional private equity investors. Pursuant to the venture agreement among the parties thereto (the "Venture Agreement"), affiliates of the Company and Citigroup made capital commitments of $33.1 million and $132.4 million, respectively, to Fund II. Fund II commenced its investment operations immediately and the Company anticipates a final closing no later than June 30, 2001 (the "Final Closing"). The Company will make an additional capital commitment to Fund II, the amount of such commitment to be based upon the amount of commitments made by third party investors at subsequent closings. Based upon the $500 million aggregate capital commitments made at the Initial Closing, the Company will earn annual investment management fees of $6.6 million through the service of its subsidiary, CT Investment Management Co. LLC, as investment manager to Fund II. Pursuant to the Venture Agreement, in connection with the Initial Closing, the Company issued to Citigroup a warrant to purchase 3,015,600 shares of its Class A Common Stock at an exercise price of $5.00 per share. The warrant is immediately exercisable and expires on March 8, 2005. The Company is obligated to issue additional warrants at subsequent closings with the same exercise and expiration terms. The number of shares of Class A Common Stock subject to such warrants shall be determined based upon the amount of additional third party investor capital commitments made at such closings. In addition, in connection with the Initial Closing, the Company repurchased for $29,138,000 in privately negotiated transactions 630,701 shares of Class A Common Stock, 1,520,831 shares of Class B Common Stock, 1,518,390 shares of Class A Preferred Stock and 2,274,110 shares of Class B Preferred Stock. The sellers of such capital stock made aggregate capital commitments to Fund II of $30 million. With the foregoing repurchase of Preferred Stock, the Company has reduced its annual dividend requirement from $1,615,000 to $646,000 per annum. Overview of Financial Condition Since December 31, 2000, the Company funded $608,000 of commitments under two existing loans. The Company received full satisfaction of one loan for $13.0 million and partial repayments on five loans and a certificated mezzanine investment totaling $13.1 million. At March 31, 2001, the Company had outstanding loans, certificated mezzanine investments and investments in commercial mortgage-backed securities totaling approximately $567 million and additional commitments for funding on an outstanding loan of approximately $4.9 million. Since December 31, 2000, the Company has made equity contributions to Fund I of $21.5 million of which Fund I has returned $865,000. The Company's investment in Fund I at March 31, 2001 is $47.4 million. The Company has capitalized costs totaling $4,752,000 that will be amortized over the anticipated lives of the Mezzanine Funds. As of March 31, 2001, Fund I has outstanding loans and investments totaling $272.6 million, all of which are performing in accordance with the terms of their loan agreements. At March 31, 2001, the Company had $170.7 million outstanding under the credit facilities. The decrease in the amount outstanding under the credit facilities from the amount outstanding at December 31, 2000 was due to the 12
cash received on loan repayments being utilized to pay down the credit facilities substantially offset by additional borrowings to fund equity contributions to Fund I. At March 31, 2001, the Company has one repurchase obligation that matures in May 2001. This repurchase obligation relates to an asset sold by the Company with a carrying amount of $22.1 million, which approximates the asset's market value, for which the Company has a liability to repurchase the asset for $16.3 million. The interest rate in effect for the repurchase obligation at March 31, 2000 was 6.78%. The Company expects to extend the repurchase agreement for an additional year at maturity. On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders' equity or net income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. As of January 1, 2001, the adoption of the new standard results in an adjustment of $574,000 to accumulated other comprehensive loss. Financial reporting for hedges characterized as fair value hedges and cash flow hedges are different. For those hedges characterized as a fair value hedge, the changes in fair value of the hedge and the hedged item are reflected in earnings each quarter. In the case of the fair value hedge listed above, the Company is hedging the component of interest rate risk that can be directly controlled by the hedging instrument, and it is this portion of the hedged assets that is recognized in earnings. The non-hedged balance is classified as an available-for-sale security consistent with SFAS No. 115, and is reported in accumulated other comprehensive income. For those hedges characterized as cash flow hedges, the unrealized gains/losses in the fair value of these hedges are reported on the balance sheet with a corresponding adjustment to either accumulated other comprehensive income or in earnings, depending on the type of hedging relationship. In accordance with SFAS No. 133, on March 31, 2001, the derivative financial instruments were reported at their fair value as other assets and other liabilities of $51,000 and $6,739,000, respectively. During 2000, the Company announced a share repurchase program under which the Company may purchase, from time to time, up to four million shares of the Company's Class A Common Stock. During the three months ended March 31, 2001, the Company did not purchase any additional shares of the Company's Class A Common Stock pursuant to the repurchase program and has 1,435,600 shares authorized for repurchase remaining under the program. The Company has and will continue to fund share repurchases with available cash. Now that the Company's new investment management business has commenced and Fund II's asset origination and acquisition activities are ongoing under the management of CTIMCO, the Company will not reinvest directly for its own portfolio the working capital derived from maturing loans and investments, unless otherwise approved or permitted by Fund II or other Mezzanine Funds. Pursuant to the Venture Agreement, the Company will source potential investment opportunities to Fund II and will use such working capital to make its contributions to the fund as and when required. Therefore, if the amount of the Company's maturing loans and investments increases significantly before excess capital is invested in Fund II or other funds, or otherwise accretively deployed, the Company may experience temporary shortfalls in revenues and lower earnings until offsetting revenues are derived from the funds. 13
Comparison of the Three Months Ended March 31, 2001 to the Three Months Ended March 31, 2000 The Company reported net income allocable to shares of Common Stock of $1,320,000 for the three months ended March 31, 2001, a decrease of $1,195,000 from the net income allocable to shares of Common Stock of $2,515,000 for the three months ended March 31, 2000. This decrease was primarily the result of the reduction of interest earning assets and decreased advisory and investment banking revenues. Interest and related income from loans and other investments amounted to $17,913,000 for the three months ended March 31, 2001, a decrease of $4,780,000 from the $22,693,000 amount for the three months ended March 31, 2000. While average interest earning assets decreased from approximately $756.0 million for the three months ended March 31, 2000 to approximately $592.6 million for the three months ended March 31, 2001, the interest rate earned on such assets increased from 12.0% in 2000 to 12.3% in 2001. During the three months ended March 31, 2001, the Company recognized an additional $505,000 on the early repayment of two loans, while during the three months ended March 31, 2000, the Company recognized an additional $456,000 on the early repayment of a loan. Without this additional interest income, the earning rate for 2001 would have been 11.9% versus 11.8% for 2000. The increase is due to a change in the mix of the loan portfolio to an increased level of Mezzanine Loans, which generally pay interest at a higher rate than Mortgage Loans. During the second quarter of 2000, Fund I commenced operations and for the three months ended March 31, 2001, the Company earned $859,000 on its equity investment in the fund. Interest and related expenses amounted to $7,254,000 for the three months ended March 31, 2001, a decrease of $2,960,000 from the $10,214,000 amount for the three months ended March 31, 2000. The decrease in expense was due to a decrease in the amount of average interest bearing liabilities from approximately $455.5 million at an average rate of 9.0% for the three months ended March 31, 2000 to approximately $317.9 million at an average rate of 9.2% for the three months ended March 31, 2001. The increase in the average rate is a result of a change in the mix of interest bearing liabilities to a higher percentage being the term redeemable securities contract which is generally at a higher rate than the other forms of interest bearing liabilities. In addition, the Company also utilized proceeds from the $150.0 million of Convertible Trust Preferred Securities, which were issued on July 28, 1998 to finance its interest earning assets. Effective May 10, 2000, the terms of the Convertible Trust Preferred Securities were modified resulting in an increase in the blended rate on the securities from 8.25% to 10.16% on that date. As a result, net expenses related to the Convertible Trust Preferred Securities increased from $1,741,000 for the three months ended March 31, 2000 to $2,120,000 for the same period in 2001. This amount consisted of distributions to the holders totaling $3,094,000 and $3,809,000, respectively, and amortization of discount and origination costs totaling $199,000 and $200,000, respectively, during the three months ended March 31, 2000 and 2001. This was partially offset by a tax benefit of $1,552,000 and $1,889,000 during the three months ended March 31, 2000 and 2001, respectively. During the three months ended March 31, 2001, other revenues totaled $408,000, a decrease of $1,119,000 from the same three-month period in 2000. For the three months ended March 31, 2001, there was $1,250,000 less advisory and investment banking fees when compared to such fees in the prior year. The significant reduction in resources devoted to the Company's investment banking and advisory operations following the transition to its new investment management business, which generated $182,000 of investment management fees in the first quarter of 2001, is expected to eliminate advisory and investment banking fee earning opportunities in the future. Other expenses decreased from $4,896,000 for the three months ended March 31, 2000 to $4,834,000 for the three months ended March 31, 2001. General and administrative expenses have remained relatively consistent from year to year as average staffing levels remained consistent from year to year. During the period ended March 31, 2001, the Company had an average of 23 full time employees as compared to an average of 27 during the period ended March 31, 2000. The Company had 23 full time employees and two part-time employees at March 31, 2001. As previously discussed, the Company adopted SFAS No. 133 on January 1, 2001 and for the three months ended March 31, 2001 recorded expenses of $224,000 related to hedges which were required to be accounted for as other expenses. This new expense was offset by a decrease in the provision for possible loan losses, which was the result of a decreased level of average interest earning assets. 14
For the three months ended March 31, 2001 and 2000, the Company accrued $3,248,000 and $4,450,000, respectively, of income tax expense for federal, state and local income taxes. The decrease in the effective tax rate from 48.8% for the three months ended March 31, 2000 to 45.8% for the three months ended March 31, 2001 was primarily due to a decrease in earnings before taxes and distributions and amortization on Convertible Trust Preferred Securities, which increased the percentage effect of differences between book and tax basis, and the reversal of an asset reserve, which became deductible for tax purposes when the asset was settled during the three months ended March 31, 2001. Liquidity and Capital Resources At March 31, 2001, the Company had $12,395,000 in cash. The primary sources of liquidity for the Company for the remainder of 2001 will be cash on hand, cash generated from operations, principal and interest payments received on investments (including loan repayments and the return of capital from Fund I), and additional borrowings under its Credit Facilities. The Company believes these sources of capital will adequately meet future cash requirements. The Company expects that during the remainder of 2001, it will use a significant amount of its available capital resources to satisfy its capital contributions required in connection with Fund II and to repurchase Common and Preferred Stock. In connection with the existing portfolio investment and loan business, the Company intends to employ leverage up to a maximum 5:1 debt-to-equity ratio to enhance its return on equity. The Company experienced a net increase in cash of $1,007,000 for the three months ended March 31, 2001, compared to the net decrease of $11,161,000 for the three months ended March 31, 2000. The use of cash in the first quarter of 2000 was primarily to reduce liabilities and make equity contributions to Fund I. Cash used in operating activities during the three months ended March 31, 2001 was $28,000, a reduction of $1,588,000 from cash used by operating activities of $1,616,000 during the same period of 2000. For the three months ended March 31, 2001, cash provided by investing activities was $4,724,000, a decrease of $77,611,000 from $82,335,000 used during the same period in 2000, primarily as a result of a reduced level of repayments received on loans from that received in the prior year. The Company utilized the cash received on loan repayments in the prior year to reduce the credit facilities, which accounted for most of the $91,880,000 use of cash in financing activities in the first quarter of 2000, a $88,191,000 decrease to the $3,689,000 used in financing activities in the same period of 2001. At March 31, 2001, the Company has one outstanding note payable for $1,401,000, outstanding borrowings under the credit facilities of $170,723,000, outstanding borrowings on the term redeemable securities contract of $134,166,000 and an outstanding repurchase obligation of $16,265,000. At March 31, 2001, the Company had $477,706,000 of borrowing capacity available under the credit facilities. Explanatory Note for the Use of Forward-Looking Statements Except for historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Section 21E of the Securities and Exchange Act of 1934, as amended, which involve certain risks and uncertainties. Forward-looking statements are included with respect to, among other things, the Company's business plan, business strategy, portfolio management and investment management business. The Company's actual results or outcomes may differ materially from those anticipated. Representative examples of such factors are discussed in more detail in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and include, among other things, the availability of desirable loan and investment opportunities, the ability to obtain and maintain targeted levels of leverage and borrowing costs, fluctuations in interest rates and credit spreads, continued loan performance and repayment, the maintenance of loan loss allowance levels, the strength of the private equity market and the ability to raise private equity capital, the success in managing and deploying the funds' capital into qualified investments, the ability to obtain and maintain the desired level of leverage for the funds and the performance of third party investors in making their third party commitments. The Company disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 15
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk The principal objective of the Company's asset/liability management activities is to maximize net interest income, while minimizing levels of interest rate risk. Net interest income and interest expense are subject to the risk of interest rate fluctuations. To mitigate the impact of fluctuations in interest rates, the Company uses interest rate swaps to effectively convert fixed rate assets to variable rate assets for proper matching with variable rate liabilities and variable rate liabilities to fixed rate liabilities for proper matching with fixed rate assets. Each derivative used as a hedge is matched with an asset or liability with which it has a high correlation. The swap agreements are generally held to maturity and the Company does not use derivative financial instruments for trading purposes. The Company uses interest rate swaps to reduce the Company's exposure to interest rate fluctuations on certain fixed rate loans and investments and to provide more stable spreads between rates received on loans and investments and the rates paid on their financing sources. The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates at March 31, 2001. For financial assets and debt obligations, the table presents cash flows to the expected maturity and weighted average interest rates based upon the current carrying values. For interest rate swaps, the table presents notional amounts and weighted average fixed pay and variable receive interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual cash flows to be exchanged under the contract. Weighted-average variable rates are based on rates in effect as of the reporting date. <TABLE> <CAPTION> Expected Maturity Dates ---------------------------------------------------------------------------------------------------- 2001 2002 2003 2004 2005 Thereafter Total Fair Value ---- ---- ---- ---- ---- ---------- ----- ---------- Assets: (dollars in thousands) <S> <C> <C> <C> <C> <C> <C> <C> <C> CMBS Fixed Rate - $196,874 - - - - $196,874 $187,807 Average interest rate - 11.64% - - - - 11.64% Variable Rate - - $ 36,509 - - - $ 36,509 $ 35,073 Average interest rate - - 11.79% - - - 11.79% Certificated Mezzanine Investments Variable Rate - $ 22,075 - - - - $ 22,075 $ 22,075 Average interest rate - 9.89% - - - - 9.89% Loans receivable Fixed Rate $ 28,000 - - - - $ 90,249 $118,249 $120,443 Average interest rate 12.75% - - - - 11.47% 11.89% Variable Rate $150,789 $ 42,500 - - $ 14,500 $ 10,000 $217,789 $214,768 Average interest rate 11.23% 11.66% - - 11.47% 10.86% 11.31% Liabilities: Credit Facilities Variable Rate - $ 78,920 $ 91,803 - - - $170,723 $170,723 Average interest rate - 9.14% 8.28% - - - 8.68% Term Redeemable Securities Contract Variable Rate - $137,812 - - - - $137,812 $134,166 Average interest rate - 9.68% - - - - 9.68% Repurchase obligations Variable Rate $ 16,265 - - - - - $ 16,265 $ 16,265 Average interest rate 6.88% - - - - - 6.88% Convertible Trust Preferred Securities Fixed Rate - - - - - $150,000 $150,000 $147,342 Average interest rate - - - - - 10.90% 10.90% Interest rate swaps $ 28,000 $137,812 $ 18,838 - - $ 48,375 $233,025 $ (6,739) Average fixed pay rate 5.79% 6.05% 6.04% - - 6.06% 6.02% Average variable receive rate 5.28% 5.84% 5.28% - - 5.28% 5.61% </TABLE> 16
PART II. OTHER INFORMATION ITEM 1: Legal Proceedings None ITEM 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None ITEM 4: Submission of Matters to a Vote of Security Holders None ITEM 5: Other Information None ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K During the fiscal quarter ended March 31, 2001, the Company filed the following Current Reports on Form 8-K: None 17
SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAPITAL TRUST, INC. May 15, 2001 /s/ John R. Klopp - ------------ ----------------- Date John R. Klopp Chief Executive Officer /s/ Edward L Shugrue III ------------------------- Edward L. Shugrue III Chief Financial Officer 18