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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August 6, 2004 (August 6, 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.
Anthracite Capital, Inc. (the "Company") reported the following results on
August 6, 2004:
On August 6, 2004, the Company reported a net loss to common stockholders for
the second quarter of 2004 of $0.08 per share versus a net loss to common
stockholders of $0.26 per share for the same three-month period last year. The
second quarter of 2004 earnings includes a charge of $0.21 per share for the
redemption of the Company's Series B Preferred Stock that was reported as a
charge to income in the initial first quarter 2004 earnings release but was
subsequently moved to the second quarter to coincide with the timing of the
actual redemption payment as reported on May 11, 2004. Net income per share for
the prior quarter ended March 31, 2004 was $0.20, respectively.
Based on the $0.28 per share dividend declared on May 25, 2004, and the August
5, 2004 closing price of $10.80, Anthracite's annualized dividend yield is
10.4%. (All dollar amounts are in thousands, except per share amounts.)
During the second quarter of 2004, the Company largely completed its
repositioning into commercial real estate assets; commercial mortgage-backed
securities ("CMBS") and commercial real estate loans represent 87% of portfolio
assets at quarter-end while residential mortgage-backed securities ("RMBS")
represent 13%. During the quarter, the Company acquired commercial real estate
assets with a market value of $135,332, comprised of $36,785 of below
investment grade CMBS, $68,441 of investment grade CMBS, and $30,106 of high
yield commercial real estate loans. The Company reduced its net RMBS position
by $106,184 during the quarter, which resulted in a realized loss of $3,870. In
July 2004, the Company acquired an additional $58,836 of commercial real estate
securities, and sold $24,420 of fixed-rate RMBS. The sale of these fixed-rate
RMBS will result in a net realized gain of $119 in the third quarter of 2004
and marks the completion of the repositioning of the Company's investment
portfolio.
The Company's debt to capital ratio decreased slightly from 7.6:1 at March 31,
2004 to 7.5:1 at June 30, 2004. This includes a decrease in the recourse debt
to capital ratio from 2.0:1 at March 31, 2004 to 1.9:1 at June 30, 2004.
Total interest income from commercial real estate assets rose 31% from the
quarter ended June 30, 2003; whereas, total interest income from RMBS declined
67% for the same period. The Company's weighted average cost of funds increased
to 4.65% at June 30, 2004 from 3.75% at June 30, 2003, primarily due to the
Company's third CDO issuance. For the three months ending June 30, 2004 and
2003, respectively, hedging expenses not related to CDOs decreased to $3,148
($0.06 per share), from $4,764 ($0.10 per share). The Company's exposure to a
50 basis point move in short-term interest rates decreased to $0.023 per share
annually from $0.035 cents per share annually at June 30, 2003. The Company's
interest rate risk is substantially mitigated with interest rate swaps.
The Company's $474,803 RMBS portfolio at June 30, 2004 represents 13% of the
Company's portfolio assets and had an unrealized net loss of $314 that was
composed of gross unrealized gains of $111 and unrealized losses of $425 as of
June 30, 2004. This portfolio will likely remain between 10% and 15% of the
Company's total portfolio assets. Additionally, on June 30, 2004, $305,785 of
RMBS securities classified as trading securities was reclassified as
available-for-sale securities. The reclassification with respect to these
securities was based on the Company's ability and intent to hold these
securities.
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's objective is to maximize the spread between the loss adjusted income
and the cost of financing. Credit performance and the cost of financing the
Company's portfolio are the most important factors in impacting investment
returns.
CAPITAL MARKETS ACTIVITY/LIQUIDITY
In June 2004 the Company issued 2.1 million shares of common stock to raise
$23,184 of capital. In July 2004 the Company issued 315,000 shares of common
stock with net proceeds of approximately $3,478 pursuant to the underwriter's
over-allotment option granted in connection with the June offering. The capital
was deployed into or committed to commercial real estate securities and loans
during July 2004. The Company maintains a significant amount of liquidity in
its high credit quality commercial real estate assets and remaining RMBS
portfolio. As of June 30, 2004, total assets in these portfolios net of
borrowings is $84,888.
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 second quarter of 2004, the
Company's Controlling Class CMBS represent $17,596,422 of original balance of
underlying commercial mortgage loans compared to $14,054,815 at the end of the
first quarter of 2004. As of June 30, 2004, the current par balance of
underlying loans securing the Company's Controlling Class portfolio is
$15,897,820. The number of Controlling Class CMBS transactions owned by the
Company increased from eleven to thirteen during the second quarter of 2004.
The Company also committed to acquire two more Controlling Class CMBS in the
third quarter of 2004. One of the Controlling Class CMBS transactions is not
accounted for as available-for-sale securities, see "Commercial Mortgage Loan
Pools" below.
Delinquencies of 30 days or more as a percent of current loan balances were
1.22% at the end of the second quarter of 2004, compared with 1.08% at the end
of the first quarter of 2004. Dispositions of two loans occurred during the
second quarter of 2004. The weighted average loss severity experienced for the
1998 and 1999 Controlling Class securities was 33%. No losses have been
realized for those Controlling Class securities with vintages from 2001 through
2004; the Company does not own any 2000 vintage Controlling Class securities.
Overall credit performance remains consistent with underwritten expectations.
Additionally, during the second quarter of 2004 the Company experienced four
credit upgrades on two CMBS transactions in the Company's portfolio. No
securities were downgraded.
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 interest only securities) for the second quarter of 2004 was 8.3%,
while the average loss adjusted yield on only the below investment grade CMBS
was 9.3%. The average cost of financing the commercial real estate securities
portfolio during the second quarter of 2004 was 5.2% compared to 6.2% for the
second quarter of 2003.
Net interest income and realized gains on the commercial real estate securities
portfolio for the quarters ended June 30, 2004 and 2003 is as follows:
For the quarter ended
June 30,
2004 2003
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Interest Income $30,166 $23,032
Interest Expense* (16,792) (11,776)
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Net Interest Income and Realized Gains from
Commercial Real Estate Securities $13,374 $11,256
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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 quarter ended June 30, 2004 was 13.8% compared with 10.2% for the quarter
ended June 30, 2003. For the three months ended June 30, 2004 and 2003,
respectively, the total cost of borrowings secured by loan assets was 2.7% and
3.1%. The Company has two committed warehouse lines that can be used to finance
these commercial loan assets. The investment period for Carbon Capital, Inc.
("Carbon Capital"), through which the Company holds 32% of its commercial real
estate loan portfolio ended on July 12, 2004. The annualized yield on the
Company's investment in Carbon was 16.2% for the six months ended June 30,
2004. The Company's investment in Carbon Capital as of June 30, 2004 is
$48,501.
Net interest income of the commercial real estate loan portfolio for the
quarters ended June 30, 2004 and 2003 is as follows:
For the quarter ended June 30,
2004 2003
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Interest Income $4,140 $3,043
Interest Expense (145) (115)
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Net Interest Income from
Commercial Real Estate Loans $3,995 $2,928
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COMMERCIAL MORTGAGE LOAN POOLS
As previously reported, the Company settled its eleventh Controlling Class CMBS
transaction during the second quarter of 2004. The securities acquired had a
total par value of $41,495 with $13,890 not rated and the balance rated BBB-
through B-. In addition to these securities, the real estate mortgage
investment conduit ("REMIC") trust formed for this transaction also issued
$1,193,118 par value of investment grade rated securities that were not
acquired by the Company. The adjusted issue price of these securities at June
30, 2004 is $1,197,982. The principal and interest payments of all these
securities are secured by the principal and interest payments on $1,234,613 par
value of commercial mortgage loans. The adjusted issue price of these
commercial mortgage loans at June 30, 2004 is $1,232,475. As the Controlling
Class holder, the Company has the ability to control dispositions or workouts
of any defaulted loans in this pool. The Company negotiated for and obtained a
greater degree of discretion over the disposition of the commercial mortgage
loans than is typically granted to the special servicer. As a result of this
expanded discretion, FASB Interpretation No. 46, "Consolidation of Variable
Interest Entities" ("FIN 46R") requires the Company to consolidate the net
assets and results of operations of the issuing REMIC trust.
In addition to the securities described above, the REMIC trust also issued two
classes of interest-only securities that entitles the interest only security
holders to a portion of the interest payments made on the loans in the trust,
but does not entitle the holders to any principal payments. The amortized issue
price of the interest only securities that increased the amount of long-term
borrowings outstanding was $100,654 as of June 30, 2004. This amount and the
unamortized premium on the mortgage loan pools ($88,182 as of June 30, 2004)
are included in the Company's June 30, 2004 consolidated statement of financial
condition.
The net effect on the Company's consolidated statement of financial condition
at June 30, 2004 from the consolidation of the net assets of the REMIC trust
represents the adjusted purchase price of the Controlling Class interests
acquired (see table below). The debt associated with the REMIC trust is
non-recourse to Anthracite, and is secured only by the commercial mortgage loan
pools. The consolidation of the REMIC trust results in an increase in the
Company's total debt to capital ratio, but has no effect on the Company's
recourse debt to capital ratio. For income recognition purposes, the Company
will record revenue on the underlying loans and establish a loss reserve
consistent with the credit assumptions made in establishing loss adjusted
yields for Controlling Class securities.
A summary of the impact to the statement of financial condition related to the
consolidation of the commercial mortgage loan pools under FIN 46R is as
follows:
Commercial mortgage loan pools at par $1,232,475
Commercial mortgage loan pools unamortized premium 88,182
Loan loss reserve (1,124)
Other Assets - Principal Receivable/Due Diligence 980
Long term Borrowings:
Secured by pledge of commercial mortgage loan pools (1,197,982)
Interest only securities issued by the trust (100,654)
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Net Assets related to Commercial Mortgage Loan Pools $21,877
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Approximately 45% of the par amount of the commercial mortgage loan pool is
comprised of loans that are rated A2 or better by Moody's Investors Service and
AA by Standard & Poor's. The Company has taken into account this high credit
quality for underlying loans and has adjusted its loss assumptions accordingly.
Credit losses assumed on the entire pool are 1.40% of the principal balance, or
2.53% of the unrated principal balance.
BOOK VALUE
Net book value per share at the end of the second quarter of 2004 was $6.88.
Net book value per share at June 30, 2004 decreased approximately 2.5% from
$7.06 at March 31, 2004 due to the preferred stock redemption charge. During
the quarter, Ten-Year Treasury interest rates increased by 78 basis points. A
substantial amount of the Company's portfolio is valued using Ten-Year Treasury
interest rates; therefore, an increase in this rate would decrease the
Company's book value. The effect of the Ten-Year Treasury interest rate
increase was largely offset by tighter credit spreads and credit upgrades on
four CMBS investments. In addition, increased hedging activity by the Company
resulted in $12 million of unrealized gains in interest rate swap agreements.
As the Company's portfolio matures, unrealized losses on credit sensitive CMBS
securities should decline provided that the Company's credit loss estimates and
actual experience are comparable. The unrealized loss on all Controlling Class
CMBS at June 30, 2004 was $66,511.
DIVIDEND REINVESTMENT PLAN
If you are a participant in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), please note that the dividend reinvestment portion
of the Plan has been reinstated for all dividend payments made after August 2,
2004, and for all future dividend payment dates, with a discount of 2%. The
optional cash purchase portion of the Plan remains suspended; however, it may
be resumed at any time. The Company appreciates your continued support.
To request a prospectus and receive enrollment materials or to ask questions
about the Plan, interested investors and stockholders may contact the Company's
transfer agent, American Stock Transfer & Trust Company, at 1-877-248-6416, or
Investor Relations, Anthracite Capital, Inc., at 212-409-3333. The Company's
website address is www.anthracitecapital.com.
ABOUT ANTHRACITE
Anthracite Capital, Inc. is a specialty finance company focused on investments
in high yield commercial real 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
approximately $310 billion in global assets under management as of June 30,
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 $89.6 million in commercial mortgage loans for third
parties through its Midland Loan Services, Inc. subsidiary as of June 30, 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
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99.1 Anthracite Capital, Inc. Consolidated Statements of
Financial Condition and Consolidated Statements of
Operation
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 6, 2004, Anthracite Capital Inc. issued a press release announcing
its earnings for the fiscal quarter ended June 30, 2004, which it is
furnishing under this Item 12 as Exhibit 99.2.
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: August 6, 2004
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report dated August 6, 2004 (August 6, 2004)
EXHIBIT INDEX
Exhibit No. Description
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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 August 6, 2004.