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
Date of Report (Date of earliest event reported) November 3, 2004 (November 3,
2004)
Anthacite 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 jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
40 East 52nd Street, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 409-3333
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N/A
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(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
Anthracite Capital, Inc. (the "Company" or "Anthracite") reported the
following results on November 3, 2004:
On November 3, 2004, the Company reported net income available to common
stockholders for the third quarter of 2004 of $0.28 per share versus a net
loss to common stockholders of $0.51 per share for the same three-month period
last year. For the nine months ended September 30, 2004, net income available
to common stockholders was $0.41 per share versus a net loss of $0.60 per
share for the nine months ended September 30, 2003.
Chris Milner, President and Chief Executive Officer of the Company, stated,
"In the third quarter we slowed our pace of investment as new capital
continued to enter the commercial mortgage-backed security market. We
committed to five Controlling Class commercial mortgage-backed security
transactions in the first half of 2004, and in response to tighter spreads and
lower credit enhancement levels we expect to close only two additional
transactions in the second half of 2004. We sold over $68,000 of investment
grade CMBS and issued $12,850 of secured debt that was retained from our
December 2002 collateralized debt obligation taking advantage of favorable
market conditions. In October 2004 we priced another collateralized debt
obligation, which is expected to generate approximately $77,000 of
reinvestable cash. We expect to deploy these proceeds into the committed CMBS
transactions as well as additional commercial loan investments. During the
month of October 2004 we have closed on $69,000 of commercial loans. For the
remainder of 2004 and into 2005 we will continue to focus on opportunities in
the commercial mortgage loan sector and will continue to take an opportunistic
approach to commercial mortgage-backed securities."
Richard Shea, Chief Operating Officer and Chief Financial Officer of the
Company, added, "Our tactical investment approach has resulted in a portfolio
that has been very well received by rating agencies and collateralized debt
obligation investors. Therefore, we have been able to match fund substantially
all of our commercial mortgage-backed securities while realizing significant
spread tightening on our seasoned bonds. The overall result has been an
increase in book value, as adjusted for the expected closing of the October
2004 CDO, of $1.98 per share since December 31, 2003."
The Company's debt to capital ratio decreased from 7.5:1 at June 30, 2004 to
6.8:1 at September 30, 2004, and non-recourse borrowing decreased slightly
from 1.9:1 to 1.8:1.
Total interest income from commercial real estate assets before the effect of
the consolidation of the commercial mortgage loan pools rose 36% from the
quarter ended September 30, 2003; in contrast, total interest income from RMBS
declined 66% for the same period. The Company believes interest income before
the effect of the consolidation of the commercial mortgage loan pools better
reflects interest earned on the Company's commercial real estate assets. The
chart below summarizes the Company's interest income from commercial real
estate assets before the effect of the consolidation of the commercial
mortgage loan pools for the quarters ended September 30, 2004 and 2003,
respectively.
For the quarter ended
September 30,
2004 2003
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Income from:
Commercial real estate securities $32,408 $26,125
Commercial mortgage loan pools 13,715 -
Commercial real estate loans 5,123 2,160
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Total income from commercial real estate assets 51,246 28,285
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Interest expense related to the consolidation of
commercial mortgage loan pools (12,646) -
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Total income from commercial real estate assets
before the effect of the consolidation of commercial
mortgage loan pools $38,600 $28,285
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The Company's weighted average cost of funds increased to 5.04% at September
30, 2004 from 3.86% at September 30, 2003 due to higher interest costs
associated with the Company's collateralized debt obligation ("CDO") that
closed in March 2004. For the three months ended September 30, 2004 and 2003,
respectively, hedging expenses not related to CDOs decreased to $3,825 ($0.07
per share), from $5,496 ($0.11 per share); however, this is an increase of
$677 from $3,148 ($0.06 per share) at June 30, 2004. The Company's estimated
exposure to a 50 basis point move in short-term interest rates decreased to
approximately $0.013 per share annually from approximately $0.026 cents per
share annually at June 30, 2004.
The Company's $396,140 RMBS portfolio at September 30, 2004 represents 11% of
the Company's portfolio assets. This portfolio is expected to remain between
10% and 15% of the Company's total portfolio assets.
Capital Markets Activity/Liquidity
In July 2004 the Company issued a bond with a par of $12,850 from its December
2002 CDO transaction. Before issuing this security, the Company amended the
indenture to reduce the coupon from 9.0% to 7.6%. The Company continues to
maintain liquidity in its high credit quality commercial real estate assets
and RMBS portfolio. As of September 30, 2004, total assets in these portfolios
net of borrowings is $64,619.
Commercial Real Estate Credit Risk
The Company's primary focus is to invest in a diverse portfolio of commercial
real estate loans and commercial mortgage-backed securities ("CMBS"). The
majority of these investments take the form of CMBS that are collateralized by
pools of underlying mortgage loans. The cash flow the Company receives from
its CMBS is 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.
Credit Performance of 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"). At the end of the third quarter of 2004, the
Company's Controlling Class CMBS represent $18,550,866 of original balance of
underlying commercial mortgage loans compared to $17,596,422 at the end of the
second quarter of 2004. As of September 30, 2004, the current par balance of
underlying loans securing the Company's Controlling Class portfolio is
$16,696,851. The number of Controlling Class CMBS transactions owned by the
Company increased from thirteen to fourteen during the third quarter of 2004.
One of the Controlling Class CMBS transactions is not accounted for as
available-for-sale securities, but rather as "Commercial Mortgage Loan Pools"
as previously disclosed in the Company's 10-Q filed with the Securities and
Exchange Commission on August 9, 2004.
Delinquencies of 30 days or more as a percent of current loan balances were
1.24% at the end of the third quarter of 2004, compared with 1.22% at the end
of the second quarter of 2004. With the disposition of four loans during the
third quarter of 2004, the weighted average loss severity experienced for the
1998 and 1999 Controlling Class securities decreased from 32.7% at June 30,
2004 to 31.1% at September 30, 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. Overall,
credit performance remains consistent with underwritten expectations.
Additionally, during the third quarter of 2004 the Company experienced one
credit upgrade on one Controlling Class CMBS in the Company's portfolio.
Commercial Real Estate Securities
The Company sold $58,663 of investment grade CMBS and $9,573 of CMBS interest
only securities during the third quarter. Included in the $58,663 of
investment grade CMBS is $5,847 of the BBB- rated bond of the Controlling
Class CMBS that is classified as commercial mortgage loan pools on the
Company's consolidated financial statements. 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 third quarter of 2004 was 8.3%, while the average
loss adjusted yield on only the below investment grade CMBS was 9.4%. 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 third quarter of 2003 was 8.5%,
while the average loss adjusted yield on only the below investment grade CMBS
was 9.9%. The average cost of financing the commercial real estate securities
portfolio during the third quarter of 2004 was 5.1% compared to 5.2% for the
third quarter of 2003.
Net interest income from the commercial real estate securities portfolio for
the quarters ended September 30, 2004 and 2003, respectively, is as follows:
For the quarter ended
September 30,
2004 2003
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Interest Income $32,408 $26,125
Interest Expense* (18,107) (12,540)
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Net Interest Income 14,301 13,585
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*Including hedges in the Company's CDOs.
Commercial Real Estate Loans
The Company acquired $118,403 of new commercial loans during the quarter at an
average yield of 8.8% and none of the existing assets matured or were sold.
The average yield on the Company's commercial real estate loan portfolio for
the quarter ended September 30, 2004 was 12.2% compared with 10.4% for the
quarter ended September 30, 2003. For the three months ended September 30,
2004 and 2003, respectively, the total cost of borrowings secured by loan
assets was 3.3% and 2.8%. The Company has two committed warehouse lines that
can be used to finance these commercial loan assets. The Company's investment
in Carbon Capital, Inc. ("Carbon Capital") is included in commercial real
estate loans. The annualized yield on the Company's investment in Carbon
Capital was 17.1% for the quarter ended September 30, 2004. The Company's
investment in Carbon Capital as of September 30, 2004 was $44,664.
Net interest income from the commercial real estate loan portfolio for the
quarters ended September 30, 2004 and 2003, respectively, is as follows:
For the quarter ended
September 30,
2004 2003
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Interest Income $5,123 $2,160
Interest Expense (424) (136)
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Net Interest Income from Commercial
Real Estate Loans $4,699 $2,024
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Book Value
Net book value per share at the end of the third quarter of 2004 was $7.72.
This is an increase of approximately 12.2% from $6.88 at June 30, 2004 due
primarily to lower interest rates and tighter credit spreads. During the
quarter, Ten-Year Treasury interest rates decreased by 46 basis points and
credit spreads decreased by approximately 40 basis points. As the Company's
portfolio matures, unrealized losses on credit sensitive CMBS securities are
expected to decline provided that the Company's credit loss estimates and
actual experience are comparable. The unrealized loss on all Controlling Class
CMBS at September 30, 2004 was $35,609.
Subsequent Event
On October 21, 2004, the Company priced a CDO secured by a portfolio of below
investment grade CMBS ("Collateral"). The transaction will be accounted for as
a sale under relevant accounting guidelines. The Company will receive total
consideration of $158,032 consisting of net cash of $121,479 and CDO
securities with a fair market value of $36,553 in exchange for the Collateral.
The Collateral was carried at a fair market value of $109,933 on the Company's
September 30, 2004 consolidated statement of financial condition based on
price quotes received from third parties. The difference between total
consideration received and the carrying value of the Collateral will increase
book value by $48,099, or $0.90 per diluted common share in the fourth quarter
of 2004. The following table illustrates the pro forma impact of this
transaction on September 30, 2004 reported book value per share:
Book value at September 30, 2004 $7.72 $411,101
Realized and unrealized gains 0.31 16,636
Increase in other comprehensive income 0.59 31,463
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Net increase in book value 0.90 48,099
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Pro Forma book value at September 30, 2004* $8.62 $459,200
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*Assumes no other changes occur in the market or the Company's portfolio.
The recognition of this gain increases the likelihood that the Company will
incur incentive fee expense commencing in the fourth quarter of 2004.
Incentive fees are computed using net income based on a rolling four-quarter
period (see further discussion in the Company's 10-Q filed with the Securities
and Exchange Commission on May 10, 2004.) Any recognition of such expense in
the fourth quarter of 2004 is not expected to have a material impact on
reported earnings.
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 $323.5 billion in global assets under management as of September
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 $92.6 million in commercial mortgage loans for third
parties through its Midland Loan Services, Inc. subsidiary as of September 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,"
"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; (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 November 3, 2004, Anthracite Capital, Inc. issued a press release
announcing its earnings for the fiscal quarter ended September 30, 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/ Robert L. Friedberg
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Name: Robert L. Friedberg
Title: Vice President and Secretary
Dated: November 3, 2004
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report dated November 3, 2004 (November 3, 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 November 3,
2004.