UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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May 7, 2004 (May 7, 2004)
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Date of Report (Date of earliest event reported)
ANTHRACITE CAPITAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 001-13937 13-397-8906
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
40 East 52nd Street
New York, New York 10022
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(Address of Principal (Zip Code)
Executive Offices)
(212) 409-3333
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On May 7, 2004, Anthracite Capital, Inc. (the "Company" or "Anthracite")
revised its previously announced earnings for the three-month period ended
March 31, 2004, as a result of an error made by the Company's transfer agent.
Subsequent to the earnings release issued on May 4, 2004, the Company received
notification from the transfer agent that they had incorrectly converted
111,000 shares of the Company's Series B Preferred Stock into 162,388 shares of
Anthracite common stock instead of redeeming such shares as intended by the
holder. Adjusting for the redemption, the amount of the one-time charge for the
Company's Series B Preferred Stock redemption increased by $663,000 to
$10,508,000 or $0.21 per share from $9,845,000 or $0.20 per share. As a result,
the Company's net loss to common stockholders for the three months ended March
31, 2004 was $0.01 per share as compared to $0.00 as previously reported. All
adjustments made to the previously released Consolidated Statements of
Financial Condition and Consolidated Statements of Operations subsequent to the
Company's earnings release are reflected in the statements attached as Exhibit
99.1 hereto.
On May 4, 2004, the Company reported net income (loss) to common stockholders
for the first quarter of 2004 of $(0.00) per share versus net income (loss) to
common stockholders of $0.18 per share for the same three-month period last
year. Based on the $0.28 per share dividend declared on March 11, 2004, and the
May 3, 2004 closing price of $10.71, Anthracite's annualized dividend yield is
10.5%. (All numbers are in thousands, except per share amounts.)
During the first quarter of 2004, the Company acquired commercial real estate
assets with a market value of $132,062. The components of that total are
$29,859 of below investment grade commercial mortgage backed securities
("CMBS"), $54,883 of investment grade CMBS, $23,010 of investment grade REIT
debt, and $24,310 of high yielding commercial real estate loans. The majority
of these assets were settled at the end of the quarter to coincide with the
closing of the Company's third collateralized debt obligation ("CDO") offering
on March 30, 2004. Separately, the Company sold $56,542 of AAA rated CMBS and
reduced its net residential mortgage backed securities ("RMBS") position by
$45,114, which resulted in a net realized loss of $4,723. The Company also
committed to acquire $1,222,103 of commercial mortgage loan pools as described
below. As of March 31, 2004, total commercial real estate assets and total RMBS
(after adjusting for RMBS securities sold, not yet settled) represent 82% and
18%, respectively, of the total investment portfolio. The pace of reinvestment
into commercial real estate assets continues to be in-line with the strategic
reduction of RMBS announced in September 2003.
The Company's debt to capital ratio increased from 4.4:1 at December 31, 2003
to 7.6:1 at March 31, 2004 due to the acquisition of the commercial mortgage
loan pools, as discussed below. Other financial comparisons over the same
period include a decrease in the recourse debt to capital ratio from 2.7:1 at
December 31, 2003 to 2.0:1 at March 31, 2004. The weighted average maturity of
the Company's liabilities increased from 2.9 years to 5.25 years, respectively,
due to the issuance of the Company's third CDO. This is expected to increase to
approximately 6.07 years after non-recourse debt is issued to purchase the
commercial mortgage loan pools.
Total interest income from commercial real estate assets is up 44% from the
quarter ending March 31, 2003; whereas, total interest income from RMBS is down
67% for the same period. Other financial comparisons for the same period of
time include an increase in total weighted average cost of funds to 3.96% at
March 31, 2004 from 3.01% at March 31, 2003, respectively, due to hedging
costs. Hedging expenses not related to CDOs increased to $4,631 or $0.09 per
share from $2,991 or $0.06 per share, respectively. The Company's exposure to a
50 basis point move in short-term interest rates decreased to $0.01 per share
annually from $0.045 cents per share annually at March 31, 2003.
Investment and Capital Markets Activity
The Company's primary focus is to invest in a diverse portfolio of commercial
real estate loans and securities. The majority of these investments take the
form of securities that represent pools of underlying mortgage loans. The
Company will generally control the credit process of its portfolio. The
Company's objective is to maximize the spread between the loss adjusted income
and the cost of financing. The credit performance and cost of financing the
Company's portfolio are the most important factors in Company performance.
On March 30, 2004, the Company closed its third CDO transaction. The total par
value of bonds sold was $372,456, with over 56% of the issuance rated AAA. The
bonds were sold throughout the global capital markets where investors focused
on the Company's fundamental real estate credit underwriting and security
selection process. The total cost of funds on a fully hedged basis was 5.0%.
Net proceeds raised from this offering will be used to invest in high yielding
commercial real estate loans, to redeem the Company's Series B Preferred Stock,
and to pay down debt. This CDO also includes a $50,000 ramp facility that will
be used to finance future commercial real estate assets, thus eliminating
financing risk for up to $50,000 of below investment grade CMBS investments to
be made during the year.
The Company's CDO offerings allow the Company to match fund its commercial real
estate portfolio by issuing long-term debt to finance long-term assets. The CDO
debt is non-recourse to the Company; therefore, the Company's losses are
limited to its equity investment in the CDO. The CDO debt is also fully hedged
to protect the Company from an increase in short-term interest rates. The
Company considers all of its CMBS rated BB+ down to B to be financeable in a
CDO transaction; and as of March 31, 2004, over 95% of the market value of
these assets is match funded with CDOs.
At the end of the first quarter, the Company also decided to redeem its 10%
Series B Preferred Stock, as announced on April 6, 2004. The effect of this
transaction reduced the Company's total stockholders' equity and will reduce
the Company's preferred dividend payments by approximately $4,400 annually or
$0.087 per share. The Company took a one-time charge to income available to
common stockholders of $10,508 or $0.21 per share, which represents the
difference between the Series B Preferred Stock book value of $19 per share and
its $25 redemption price.
Credit performance
The Company considers CMBS securities where it maintains the right to control
the foreclosure/workout process on the underlying loans as controlling class
CMBS ("Controlling Class CMBS"). At the end of the first quarter of 2004, the
Company's Controlling Class CMBS represent $14,054,815 of original balance of
underlying commercial mortgage loans compared to $12,728,256 at the end of the
fourth quarter of 2003. The number of Controlling Class CMBS transactions owned
by the Company increased from nine to ten over that period. The Company
committed to purchase an eleventh Controlling Class CMBS transaction that will
not be accounted for as securities, see "Commercial Mortgage Loan Pools"
section below. The current par balance of underlying loans securing the
Company's commercial real estate securities portfolio is $12,555,660.
Delinquencies of 30 days or more as a percent of current loan balances net of
defeased loans was 1.08% at the end of the first quarter of 2004, compared with
1.52% at the end of the fourth quarter of 2003. Dispositions of six loans
occurred during the first quarter. The weighted average loss severity
experienced for the 1998 and 1999 Controlling Class securities was 32%. No
losses have been realized for those Controlling Class securities with vintages
from 2001 through 2004. The weighted average loss severity for the Company's
entire Controlling Class portfolio was 21%.
Commercial Real Estate Securities
The average yield on the Company's commercial real estate securities (primarily
investment grade and below investment grade CMBS, investment grade REIT debt,
and CMBS IOs) for the first quarter of 2004 was 7.9%, while the average loss
adjusted yield on only the below investment grade CMBS was 9.4%. The average
cost of financing the commercial real estate securities portfolio during the
first quarter of 2004 was 5.1% compared to 6.3% for the first quarter of 2003.
Net interest income and realized gains of the commercial real estate securities
portfolio for the quarter ended March 31, 2004 is as follows:
For the For the
quarter quarter
ended ended
March 31, March 31,
2004 2003
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Interest Income $29,185 $19,953
Interest Expense* (13,194) (11,391)
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Net Interest Income 15,991 8,562
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Realized Gains 2,866 -
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Net Interest Income and Realized Gains from
Commercial Real Estate Securities $18,857 $ 8,562
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*Including hedges in the Company's CDOs.
Commercial Real Estate Loans
The average yield on the Company's commercial real estate loan portfolio for
the first quarter ended March 31, 2004 was 11.2% and for the quarter ended
March 31, 2003 was 9.3%. The total cost of borrowings secured by loan assets is
2.9% and 3.1%, respectively. The Company has two committed warehouse lines that
can be used to finance these commercial loan assets. The annualized yield on
the Company's investment in Carbon Capital, Inc., which constitutes 27% of the
Company's commercial real estate loan portfolio, for the quarter ended March
31, 2004 was 16.6%.
Net interest income of the commercial real estate loan portfolio for the
quarter ended March 31, 2004 is as follows:
For the quarter ended For the quarter ended
March 31, 2004 March 31, 2003
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Interest Income $3,074 2,409
Interest Expense (148) (112)
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Net Interest Income from Commercial Real $2,926 $2,297
Estate Loans
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Commercial Mortgage Loan Pools
In March 2004, the Company committed to acquire $41,495 par value of the
Controlling Class interests in a CMBS transaction. The securities that comprise
the Controlling Class interests were acquired for a dollar price of 55.6% of
par. This is the eleventh Controlling Class transaction acquired by the
Company. The total par amount of underlying loans in this transaction is
$1,234,613 which have a carrying value of $1,222,103. A CMBS real estate
mortgage investment conduit ("REMIC") trust will typically issue securities
with a par amount equal to the par value of the underlying loans. As noted, the
Company acquired $41,495 of par value of these securities; other third party
investors will acquire the remaining $1,193,118 of securities. During the
negotiations for the purchase of these Controlling Class interests, the Company
was able to obtain a greater degree of control for the special servicer in the
process of disposing of or working out defaulted loans. As a result of this
added discretion, accounting rules require the Company to consolidate the net
assets and results of operations of the issuing REMIC trust.
Typically, the Company records securities purchased at their market price, and
the securities appear as assets on the Company's consolidated statement of
financial condition. For this CMBS transaction, the Company included on its
consolidated statement of financial condition all of the underlying loans shown
as commercial mortgage loan pools. The CMBS securities to be issued to third
parties by the REMIC trust are shown as an offsetting liability ("due to REMIC
trust"). The net effect on the Company's consolidated statement of financial
condition at March 31, 2004 from the consolidation of the net assets of the
REMIC trust is equivalent to the cost of the Controlling Class interests
acquired of $23,069.
The liability resulting from this transaction is non-recourse to Anthracite,
and is secured only by the commercial mortgage loan pools. This accounting
treatment increases the Company's debt to capital ratio from 4.6:1 to 7.6:1.
The Company received authorization from its lenders to permit debt to capital
ratios in excess of existing covenants. For income recognition purposes, the
loans will carry their own yields and the Company will establish a loss reserve
consistent with the credit assumptions made in establishing loss adjusted
yields for Controlling Class securities.
Book Value
Net book value per share at the end of the first quarter of 2004 was $6.86. Net
book value per share at March 31, 2004 increased approximately 3.31% from $6.64
at December 31, 2003 due to lower interest rates. Since the investment
securities of the Company are marked to market based upon market prices
provided by dealers, there can be fluctuations in book value based solely on
quarterly changes in credit spreads and interest rates. As the Company's
portfolio matures, the net book value of credit sensitive CMBS securities held
by the Company is expected to increase towards its original purchase cost,
provided that the Company's estimates of expected credit losses are accurate.
The unrealized loss on all Controlling Class CMBS at March 31, 2004 was
$55,147. This amount reflects the amount of recovery (net of expected
underlying loan losses) if the portfolio is held to maturity.
About Anthracite
Anthracite Capital, Inc. is a specialty finance company focused on investments
in high yield real commercial estate loans and related securities. Anthracite
is externally managed by BlackRock Financial Management, Inc., which is a
subsidiary of BlackRock, Inc. ("BlackRock") (NYSE:BLK), one of the largest
publicly traded investment management firms in the United States with
$320,700,000 in global assets under management as of March 31, 2004. BlackRock
is a member of The PNC Financial Services Group, Inc. ("PNC") (NYSE:PNC), a
diversified financial services organization. Through its affiliates, PNC
originates commercial, multifamily and residential real estate loans, and
services $86,400,000 in commercial mortgage loans for third parties through its
Midland Loan Services, Inc. subsidiary as of March 31, 2004.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act with respect to future financial
or business performance, strategies or expectations. Forward-looking statements
are typically identified by words or phrases such as "trend," "opportunity,"
"pipeline," "believe," "comfortable," "expect," "anticipate," "current,"
"intention," "estimate," "position," "assume," "potential," "outlook,"
"continue," "remain," "maintain," "sustain," "seek," "achieve," and similar
expressions, or future or conditional verbs such as "will," "would," "should,"
"could," "may" or similar expressions. Anthracite cautions that forward-looking
statements are subject to numerous assumptions, risks and uncertainties, which
change over time. Forward-looking statements speak only as of the date they are
made, and Anthracite assumes no duty to and does not undertake to update
forward-looking statements. Actual results could differ materially from those
anticipated in forward-looking statements and future results could differ
materially from historical performance.
In addition to factors previously disclosed in Anthracite's Securities and
Exchange Commission (the "SEC") reports and those identified elsewhere in this
press release, the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical performance:
(1) the introduction, withdrawal, success and timing of business initiatives
and strategies; (2) changes in political, economic or industry conditions, the
interest rate environment or financial and capital markets, which could result
in changes in the value of Anthracite's assets; (3) the relative and absolute
investment performance and operations of Anthracite's manager; (4) the impact
of increased competition; (5) the impact of capital improvement projects; (6)
the impact of future acquisitions; (7) the unfavorable resolution of legal
proceedings; (8) the extent and timing of any share repurchases; (9) the
impact, extent and timing of technological changes and the adequacy of
intellectual property protection; (10) the impact of legislative and regulatory
actions and reforms and regulatory, supervisory or enforcement actions of
government agencies relating to Anthracite, BlackRock or PNC; (11) terrorist
activities, which may adversely affect the general economy, real estate,
financial and capital markets, specific industries, and Anthracite and
BlackRock; (12) the ability of Anthracite's manager to attract and retain
highly talented professionals; (13) fluctuations in foreign currency exchange
rates; and (14) the impact of changes to tax legislation and, generally, the
tax position of the company.
The Company is filing the Anthracite Capital, Inc. Consolidated Statements of
Financial Condition and Consolidated Statements of Operations as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibit No. Description
99.1 Anthracite Capital, Inc. Consolidated Statements of
Financial Condition and Consolidated Statements of
Operation
Item 12. Results of Operations and Financial Condition.
On May 4, 2004, Anthracite Capital Inc. issued a press release announcing its
earnings for the fiscal quarter ended March 31, 2004, which the Company is
furnishing under this Item 12 as Exhibit 99.2. On May 4, 2004, the Company
hosted a teleconference call to discuss its earnings for the fiscal quarter
ended March 31, 2004. A transcript of the teleconference call is furnished
under this Item 12 as Exhibit 99.3. On May 7, 2004, the Company issued a press
release announcing certain corrections to the earnings reported on May 4, 2004,
which the Company is furnishing under this Item 12 as Exhibit 99.4.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANTHRACITE CAPITAL, INC.
By: /s/ Robert L. Friedberg
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Name: Robert L. Friedberg
Title: Vice President and Secretary
Dated: May 7, 2004
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report dated May 7, 2004 (May 7, 2004)
EXHIBIT INDEX
Exhibit No. Description
99.1 Anthracite Capital, Inc. Consolidated Statements of
Financial Condition and Consolidated Statements of
Operation.
99.2 Press Release issued by Anthracite Capital, Inc.,
dated May 4, 2004.
99.3 Transcript of teleconference call held on May 4,
2004.
99.4 Press Release issued by Anthracite Capital, Inc.,
dated May 7, 2004.