UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 9, 2005 (March 9, 2005)
Anthracite Capital, Inc.
(Exact name of registrant as specified in its charter)
Maryland 001-13937 13-397-8906
-------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40 East 52nd Street, New York, New York 10022
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 409-3333
----------------------------
N/A
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On March 9, 2005, Anthracite Capital, Inc. (the "Company" or "Anthracite")
filed with the Securities and Exchange Commission (the "SEC") a Current Report
on Form 8-K. Due to a clerical error, a conformed signature was inadvertently
omitted. Accordingly, this amended Form 8-K is being filed by the Company to
replace in its entirety the Form 8-K filed earlier today with the SEC, solely
to provide the required signature.
The Company reported the following results on March 9, 2005:
On March 9, 2005, the Company reported net income available to common
stockholders for the fourth quarter of 2004 of $0.09 per share versus net
income to common stockholders of $0.25 per share for the same three-month
period in 2003. For the year ended December 31, 2004, net income available to
common stockholders was $0.50 per share, versus a net loss of $0.34 per share
for the year ended December 31, 2003.
Based on the $0.28 per share dividend declared on December 10, 2004, and the
March 8, 2005 closing price of $11.83, Anthracite's annualized dividend yield
is 9.5%. All dollar amounts discussed herein are in thousands, except per share
amounts.
Chris Milner, Chief Executive Officer of the Company, stated, "We are pleased
with the overall operating results of 2004. The completion of our portfolio
repositioning and the highly successful fourth quarter collateralized debt
obligation were critically important steps in our efforts to reduce risk and
increase the stability of operating earnings. While the market is clearly more
competitive, resulting reductions in credit spreads and strong investor demand
for transactions like our fourth quarter collateralized debt obligation led to
a 30% increase in book value per share year-over-year."
Richard Shea, President and Chief Operating Officer of the Company, added, "In
2004 we issued over $500,000 of match funded debt providing the Company with
greater operating earnings stability, though at a higher cost of funds. We also
completed a re-underwriting of our 1998 vintage CMBS portfolio updating our
credit view on these seasoned loans with little change to aggregate credit loss
assumptions. Also in the fourth quarter we took an impairment charge for
certain commercial mortgage-backed securities as required by relevant
accounting rules. The Company's credit assumptions indicate that a substantial
amount of this charge will be reflected in income over the remaining life of
the bonds."
Fourth Quarter Collateralized Debt Offering ("CDO HY1")
As previously reported, on November 9, 2004, the Company closed CDO HY1 secured
by a portfolio of below investment grade commercial mortgage-backed securities
("CMBS") with an average rating of CCC. The CMBS portfolio was carried at fair
market value of $109,933 on the Company's consolidated statement of financial
condition based on price quotes received from third parties. The transaction
was accounted for as a sale under relevant accounting guidelines. The Company
received cash proceeds of $140,425 as well as all of the CDO HY1 preferred
shares which had a fair market value of $15,885 as of December 31, 2004. The
transaction raised reinvestable proceeds of $95,799. The following table
summarizes the impact of this transaction on fourth quarter 2004 results and
per share amounts:
Realized gain at closing of CDO HY1 $14,769 $0.28
Realized gain from subsequent sale of A- tranche 1,825 0.03
Increase in accumulated other comprehensive income 29,782 0.56
----------- -----------
Total book value impact $46,376 $0.87
=========== ===========
Book Value
Net book value per share at the end of the fourth quarter of 2004 was $8.60.
This is an 11% increase from the September 30, 2004 book value per share of
$7.72 primarily due to the closing of CDO HY1, and is an increase of
approximately 30% from $6.64 at December 31, 2003. In addition to the closing
of CDO HY1, net book value per share increased year-over-year due to tighter
credit spreads.
Fourth Quarter Financial Results
Total interest income from commercial real estate assets rose 39% from the
quarter ended December 31, 2003; in contrast, total interest income from
residential mortgage-backed securities ("RMBS") declined 64% for the same
period. For the year ended December 31, 2004, total interest income from
commercial real estate assets increased 36% and interest income from RMBS
declined 65%. The Company's $372,071 RMBS portfolio at December 31, 2004
represented 10% of the Company's portfolio assets. This portfolio is expected
to remain between 10% and 15% of the Company's total portfolio assets. The
portfolio consists entirely of hybrid adjustable rate mortgages and adjustable
rate securities.
The Company's weighted average cost of funds increased slightly to 5.1% at
December 31, 2004 from 5.0% at September 30, 2004. For the three months ended
December 31, 2004 and 2003, respectively, hedging expenses not related to CDOs
decreased to $2,829 ($0.05 per share), from $5,539 ($0.11 per share);
additionally, this is a decrease of $996 from $3,825 ($0.07 per share) at
September 30, 2004. The decrease in hedging expense is primarily attributable
to the removal of interest rate swaps due to issuance of CDO HY1 fixed-rate
liabilities. The Company's estimated exposure at December 31, 2004 to a 50
basis point move in short-term interest rates increased slightly to $0.018 per
share annually from $0.013 per share annually at September 30, 2004.
The Company estimates that professional fees for ongoing compliance with the
Sarbanes-Oxley Act will be approximately $400 per year.
The Company's debt to capital ratio decreased from 6.8:1 at September 30, 2004
to 6.2:1 at December 31, 2004, and the recourse debt to capital ratio decreased
slightly from 1.8:1 to 1.6:1 over the same period, primarily due to the
issuance of CDO HY1.
The net interest margin of 3.1% for the fourth quarter of 2004 is consistent
with the third quarter of 2004.
In 2001, the Company adopted the rules contained in Emerging Issues Task Force
Issue 99-20, "Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interests in Securitized Financial Assets" ("EITF 99-20").
These rules require the Company to update its estimated cash flows for its
non-investment grade securities and compare the net present value of these cash
flows to the adjusted purchase price. The Company complies with EITF 99-20 by
comparing the yields resulting from the updated cash flows to the current GAAP
yields. An impairment charge is required under EITF 99-20 if the updated yield
is lower than the current GAAP yield and the security has a market value less
than its adjusted purchase price. The Company carries all these securities at
their market value on its consolidated statement of financial condition.
The Company's portfolio has six 1998 vintage CMBS securities in four separate
CMBS transactions that required impairment charges at December 31, 2004
following the application of EITF 99-20. As a result, the Company recorded a
loss on impairment of assets of $26,018 ($0.49 per share) in the fourth quarter
of 2004. A variety of factors influence updated yields for these securities
including magnitude of credit loss, timing of credit loss, prepayments and
servicer advances. The Company completed a re-evaluation of credit assumptions
of its 1998 vintage CMBS portfolio in the fourth quarter of 2004. The magnitude
of credit losses did not significantly change as a result of this process, as
total loss expectations on the underlying loans moved from 2.06% to 2.04%.
Changes in the timing of credit losses and prepayments caused updated yields on
these securities to decline by a weighted average of 66 basis points from their
original yields. Market dislocations in 1998 caused disproportionate unrealized
losses in market value on these securities based on price quotes received from
third parties. The Company had recorded these unrealized losses as other
comprehensive loss on its consolidated statement of financial condition since
that time.
Based on current economic conditions and updated credit assumptions, the
Company believes these 1998 vintage CMBS securities will be repaid in full and
that the impairment charge of $25,355 with respect to five of the six
securities will be recovered over the remaining life of the bonds through
operating income. In addition, the Company increased underlying loan loss
expectations on one non-rated security resulting in an impairment charge of
$663.
Commercial Real Estate Credit Risk
The Company's primary focus is to invest in a diverse portfolio of commercial
real estate loans and CMBS. The majority of these investments take the form of
CMBS that are collateralized by pools of underlying mortgage loans. The cash
flows the Company receives from its CMBS portfolio are dependent upon the
credit performance of the underlying mortgage loans. The Company assumes a
certain amount of losses will occur in the underlying mortgage loan pools and
reports income net of these losses. 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 affecting investment returns.
Controlling-Class CMBS Investments
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"). The number of Controlling Class CMBS
transactions owned by the Company increased from fourteen to sixteen during the
fourth quarter of 2004. However, the non-rated tranches of ten of the sixteen
transactions are included in CDO HY1. The unrealized gain on Controlling Class
CMBS at December 31, 2004 was $16,881, as compared to an unrealized loss of
$35,609 at September 30, 2004. The decline in the unrealized loss is primarily
attributable to the sale of Controlling Class CMBS in connection with the
closing of CDO HY1 as well as the effect of the impairment charge on six of the
Company's Controlling Class CMBS as discussed above.
Delinquencies of 30 days or more as a percent of current loan balances were
1.01% at the end of the fourth quarter of 2004, compared with 1.24% at the end
of the third quarter of 2004. With the disposition of seven loans during the
fourth quarter of 2004, the weighted average loss severity experienced for the
1998 and 1999 Controlling Class securities decreased from 31.1% at September
30, 2004 to 30.9% at December 31, 2004. No losses have been realized for those
Controlling Class securities with vintages from 2001 through 2004 and the
Company does not own any 2000 vintage Controlling Class securities.
Additionally, during the fourth quarter of 2004, the Company experienced one
credit upgrade on a Controlling Class CMBS in the Company's portfolio. During
the fourth quarter of 2004, there were no credit downgrades on any of the
Company's Controlling Class CMBS.
Commercial Real Estate Securities
During the fourth quarter of 2004, the Company purchased $115,591 of commercial
real estate securities. In addition, $109,933 of the Company's below investment
grade CMBS are now collateralizing CDO HY1. The average yields on the Company's
commercial real estate securities for the fourth quarter of 2004 and 2003,
respectively, were as follows:
December 31,
2004 2003
------------- -----------
Investment grade commercial real estate securities 6.2% 6.1%
Non-investment grade CMBS securities 9.7% 9.2%
All commercial real estate securities 8.0% 7.9%
The average cost of financing the commercial real estate securities portfolio
during the fourth quarter of 2004 was 5.2%, compared to 5.1% for the third
quarter of 2004.
Net interest income from the commercial real estate securities portfolio for
the quarters ended December 31, 2004 and 2003, respectively, are as follows:
For the quarter ended
December 31,
2004 2003
----------------------------------
Interest income $31,785 $26,384
Interest expense* (18,290) (12,860)
----------------------------------
Net interest income 13,495 13,524
----------------------------------
*Including hedges in the Company's CDOs.
Commercial Real Estate Loans
The carrying value and average yields on the Company's commercial real estate
loans, exclusive of the Company's investments in Carbon Capital, Inc. and
Carbon Capital II, Inc. (collectively, the "Carbon Capital Funds"), as of
December 31, 2004 were as follows:
Average
Carrying Average Spread to
Value Yield LIBOR
-----------------------------------------------
Fixed Rate $98,354 9.86%
Floating Rate 174,764 5.19%
------------
$273,117
============
For the three months ended December 31, 2004 and 2003, respectively, the total
cost of borrowings secured by loan assets was 3.4% and 3.0%. The Company has
three committed warehouse lines that can be used to finance these commercial
loan assets. The Company's investments in the Carbon Capital Funds are included
in commercial real estate loans. The annualized yield on the Company's
investments in the Carbon Capital Funds was 18.4% for the quarter ended
December 31, 2004. The Company's investments in the Carbon Capital Funds as of
December 31, 2004 were $56,812.
Net interest income from the commercial real estate loan portfolio for the
quarters ended December 31, 2004 and 2003, respectively, is as follows:
For the quarter ended
December 31,
2004 2003
------------------------------
Interest income $7,948 $ 2,828
Interest expense (1,185) (163)
------------------------------
Net interest income from commercial
real estate loans $6,763 $ 2,665
==============================
Dividend Reinvestment Plan
If you are a participant in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan"), please note that, as previously announced, 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 212-810-3333. 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 $341.8 billion in global assets under management as of December
31, 2004. BlackRock Realty Advisors, Inc., another subsidiary of BlackRock,
provides real estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional investors.
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 $98.4 million in commercial mortgage loans for third
parties through its Midland Loan Services, Inc. subsidiary as of December 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," "potential,"
"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 and divestitures; (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.
Anthracite's Annual Report on Form 10-K for the year ended December 31, 2003
and Anthracite's subsequent reports filed with the SEC, accessible on the SEC's
website at www.sec.gov, identify additional factors that can affect
forward-looking statements.
The Company is filing the Anthracite Capital, Inc. Consolidated Statements of
Financial Condition and Consolidated Statements of Operations as Exhibit 99.1.
Item 2.02. Results of Operations and Financial Condition
On March 9, 2005, Anthracite Capital, Inc. issued a press release announcing
its earnings for the fiscal quarter ended December 31, 2004, which it is
furnishing under this Item 2.02 as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Anthracite Capital, Inc., Consolidated Statements of Financial
Condition and Consolidated Statements of Operation.
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/ James J. Lillis
----------------------------
Name: James J. Lillis
Title: Chief Financial Officer
Dated: March 9, 2005
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report dated March 9, 2005 (March 9, 2005)
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 March 9, 2005.