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) February 23, 2006
(February 16, 2006)
Anthracite Capital, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 01-13937 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) 810-3333
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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 2.02. Results of Operations and Financial Condition.
On February 16, 2006, Anthracite Capital, Inc. issued a press release announcing
its earnings for the fiscal quarter ended December 31, 2005, which it is
furnishing under this Item 2.02 as Exhibit 99.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On February 17, 2006, AHR Capital MS Limited, a subsidiary of Anthracite
Capital, Inc. and Morgan Stanley Bank, (the "Initial Lender and Agent") entered
into a Multicurrency Revolving Credit Facility Agreement (the "Facility
Agreement") and Master Repurchase Agreement (the "Repurchase Agreement"), dated
as of February 14, 2006 between the Company and Morgan Stanley Bank.
The Repurchase Agreement provides for an extension of credit in an amount up to
$200 million. Extensions of credit under the facility are secured by certain
loans and securities held by the Company designated as collateral from time to
time. Interest is payable monthly at varying rates of interest pegged to LIBOR,
based on the value of the designated collateral. The Repurchase Agreement
contains affirmative and negative covenants customary for a facility of this
type which, among other things, require the Company to meet certain financial
compliance tests, including a minimum net worth test and a minimum liquid assets
test.
Item 7.01 Regulation FD Disclosure
On February 16, 2006, the Company held an earnings conference call to discuss
preliminary and unaudited financial results for the fourth quarter ended
December 31, 2005. A transcript of the earnings conference call is attached
hereto as Exhibit 99.3 and is incorporated by reference into this Item 7.01.
Item 8.01. Other Events.
Anthracite Capital, Inc. (the "Company" or "Anthracite") reported the following
results on February 16, 2006:
The Company today reported diluted net income available to common stockholders
for the year ended December 31, 2005 of $1.20 per share versus $0.50 per share
for the year ended December 31, 2004. For the quarters ended December 31, 2005
and 2004, diluted net income available to common stockholders was $0.47 and
$0.09 per share, respectively.
Chris Milner, Chief Executive Officer of the Company, stated, "Since the
implementation of our portfolio re-positioning at the beginning of 2004, we have
increased GAAP book value by $3.21 per share and distributed $2.24 in dividends,
resulting in a nominal return of 85%. We continue to view the current market
environment with cautious optimism based on the positive fundamentals and the
ability to balance fully priced assets with very attractive funding costs."
Based on the $0.28 per share dividend declared on December 8, 2005, and the
February 15, 2006 closing price of $10.89, Anthracite's annualized dividend
yield is 10.28%.
Fourth Quarter Financial Results
Income from Operating Portfolio
Interest income from commercial real estate assets increased $10,587, or 20%,
from the quarter ended December 31, 2004 and $5,225, or 9%, from the quarter
ended September 30, 2005. The Company's commercial real estate assets have
increased 16% year-to-date with an estimated fair value of $3,774,246 at
December 31, 2005 compared with $3,265,914 at December 31, 2004. This includes
non-dollar denominated investments with a U.S. dollar value of $167,271 at
December 31, 2005.
The Company's weighted average cost of funds increased to 5.7% at December 31,
2005 from 5.1% at December 31, 2004. For the quarter ended December 31, 2005,
hedging expense not related to collateralized debt obligations ("CDOs") was
$1,596 ($0.03 per share), a decrease from $2,829 ($0.05 per share) for the
quarter ended December 31, 2004. The increase in the Company's cost of funds is
attributable to the issuance of $75,000 of trust preferred securities, $239,660
of CDO debt and increases in short-term interest rates. The Company's estimated
exposure at December 31, 2005 to a 50 basis point move in short-term interest
rates remained at $0.01 per share annually.
During the quarter, the Company incurred incentive fees of $4,290, of which
$4,131 is related to the net realized gain on CDO HY2 (discussed below). The
Company's manager, BlackRock Financial Management, Inc., is paid an incentive
fee equal to 25% of the amount by which the rolling four-quarter GAAP net income
before the incentive fee exceeds the greater of 8.5% or 400 basis points over
the ten-year Treasury note multiplied by the adjusted issue price of $11.37 per
share as of December 31, 2005 (see further description of the Incentive Fee
calculation in the Company's Form 10-Q for the quarter ended September 30, 2005,
filed with the Securities and Exchange Commission on November 9, 2005.)
The Company raised $75,000 of trust preferred securities in September of 2005.
The Company acquired approximately $50,000 of real estate equity in December
2005 and two Controlling Class CMBS transactions (defined below) in October and
December of 2005. The 31% increase in general and administrative expenses for
the fourth quarter of 2005 was primarily attributable to costs associated with
the Company's global expansion.
The Company's debt to capital ratio decreased to 5.9:1 as of December 31, 2005
from 6.2:1 at December 31, 2004, and the recourse debt to capital ratio
increased to 2.0:1 from 1.6:1 over the same period.
Other Income (Loss)
As previously reported, on July 26, 2005, the Company closed CDO HY2 and issued
non-recourse liabilities with a face amount of $365,010. Senior investment grade
notes with a face amount of $240,134 were issued and sold in a private
placement. The Company retained the floating rate BBB- note, the below
investment grade notes and the preferred shares. The Company recorded CDO HY2 as
a secured financing for accounting purposes and consolidated the assets,
liabilities, income and expenses of CDO HY2 until the sale of the floating rate
BBB- note in the fourth quarter of 2005, at which point CDO HY2 qualified as a
sale under relevant accounting guidelines.
The value of the transaction was $349,237, consisting of cash of $244,212 and
retained non-investment grade debt and preferred shares with a fair market value
of $105,025 in exchange for a portfolio of commercial mortgage-backed securities
("CMBS") and real estate investment trust ("REIT") debt with an estimated fair
value of $323,103. The adjusted purchase price of the portfolio of CMBS and REIT
debt was $323,849. The following table summarizes the impact of this transaction
on fourth quarter 2005 results and per share amounts:
Net realized gain related to sale of CDO HY2 $16,523 $0.30
Increase in accumulated other comprehensive income 9,611 0.17
Incentive fee attributable to CDO HY2 gain (4,131) (0.07)
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Total book value impact $22,003 $0.40
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Richard Shea, President and Chief Operating Officer of the Company, stated, "In
addition to unlocking significant economic value for our shareholders, the CDO
HY2 transaction reduces income volatility associated with these highly credit
sensitive assets. The ramp component of the transaction also provided the
Company with a unique competitive advantage in the fourth quarter since our long
term funding was in place and our cost of capital was fixed."
Mr. Shea continued: "We are currently expanding our operations in Europe where
we see a greater role for commercial real estate finance in the capital markets,
similar to what has been happening in the U.S. over the last ten years. Our
expertise in both real estate finance and capital markets, combined with our
growing global reputation will enhance our ability to create a significant
platform in this market."
Certain securities held by the Company are accounted for under 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"). On a quarterly basis, the Company updates its estimated cash
flows for securities subject to EITF 99-20. The Company compares 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 these securities at their market value on
its consolidated statement of financial condition.
As of December 31, 2005, the Company's portfolio had four CMBS that required an
impairment of $1,857, of which $1,410 was attributed to higher prepayment rates
on a pool of Small Business Administration commercial mortgages. Changes in the
timing of credit losses and prepayments caused updated yields on these
securities to decline from their GAAP yields.
Commercial Real Estate Credit Risk
The Company's primary focus is to invest in a diversified portfolio of CMBS and
commercial real estate loans. The majority of these investments take the form of
CMBS that are collateralized by pools of underlying mortgage loans. The
underlying loans are secured by first mortgages on office buildings, retail
centers, apartment buildings, hotels and other types of commercial properties.
The cash flows the Company receives from its CMBS portfolio are dependent upon
the credit performance of the underlying mortgage loans. The Company assumes
losses will occur on the underlying mortgage loans and the interest income the
Company records for its CMBS securities reflects these assumed losses. Loss
assumptions are maintained at a level believed by management to be sufficient to
absorb estimated credit losses inherent in the underlying loans.
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 Company acquired two Controlling Class CMBS
transactions during the fourth quarter of 2005 and owns 22 Controlling Class
CMBS transactions as of December 31, 2005. However, portions of the non-rated
tranches of 17 of the 22 transactions are included in CDO HY1 and CDO HY2 which
reduces the Company's exposure to the credit risk in these transactions.
The current principal balance of the loans underlying the Company's 22
Controlling Class CMBS is $29,668,349. Delinquencies of 30 days or more on these
loans as a percent of current loan balances were 0.64% at the end of the fourth
quarter of 2005, compared with 0.75% at the end of the third quarter of 2005.
With the disposition of three loans during the fourth quarter of 2005, the
weighted average loss severity experienced for the 1998 and 1999 Controlling
Class CMBS decreased from 23.0% at September 30, 2005 to 22.8% at December 31,
2005. During the fourth quarter of 2005, there were five credit upgrades on
three of the Company's Controlling Class CMBS and no credit downgrades. The
aforementioned data and other information on the credit quality of the
underlying commercial mortgage loans are considered by the Company when it
estimates future cash flows on each Controlling Class structure to compute
revised yields in accordance with EITF 99-20.
Commercial Real Estate Securities
During the fourth quarter of 2005, the Company purchased $148,662 of commercial
real estate securities, of which $55,497 were investment grade multifamily
agency securities. However, the Company's commercial real estate securities
portfolio decreased by approximately 3% to an estimated fair value of $2,005,383
at December 31, 2005, compared with $2,070,725 at September 30, 2005 due to the
sale of CDO HY2. The average yields on the Company's commercial real estate
securities for the quarters ended December 31, 2005 and 2004 were as follows:
For the quarter ended
December 31,
2005 2004
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Investment grade commercial real estate securities 5.7% 6.2%
Non-investment grade CMBS securities 10.1% 9.7%
All commercial real estate securities 7.8% 8.0%
The average cost of financing the commercial real estate securities portfolio
during the fourth quarter of 2005 was 5.6%, compared to 5.1% for the fourth
quarter of 2004.
Net interest income and net realized and unrealized gain from the commercial
real estate securities portfolio for the quarters ended December 31, 2005 and
2004 are as follows:
For the quarter ended
December 31,
2005 2004
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Interest income $39,392 $31,785
Interest expense* (25,044) (18,290)
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Net interest income 14,348 13,495
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Net realized and unrealized gain 16,334 16,237
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Loss on impairment of assets (1,857) (26,018)
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Net interest income and gain from commercial
real estate securities $28,825 $3,714
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*Including hedges in the Company's CDOs.
Commercial Real Estate Loans
During the quarter ended December 31, 2005, the Company purchased $40,835 U.S.
dollar denominated commercial real estate loans with a total principal balance
of $44,000, Euro denominated commercial real estate loans with a cost of
(euro)39,860 ($46,740) and a total principal balance of (euro)40,000, as well as
a British Pound denominated commercial real estate loan with a cost of
(pound)22,374 ($39,534) and a principal balance of (pound)22,374. During the
quarter ended December 31, 2005, the Company experienced repayments and the sale
of a commercial real estate loan related to CDO HY2 in the aggregate amount of
$53,016. This activity brings total commercial real estate loans to $424,709 as
of December 31, 2005, up from $353,402 at September 30, 2005. 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, 2005 were as
follows:
Carrying Average Average Average
Value Spread to Spread to Spread to
Carrying (Local Average 1-month 3-month 3-month
Value Currency) Yield USD LIBOR GBP LIBOR EURIBOR
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Fixed Rate $142,490 9.11%
Floating Rate 93,859 5.64%
Floating Rate 56,955 (pound)33,134 4.31%
Floating Rate 72,997 (euro)61,571 3.52%
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$366,301
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For the three months ended December 31, 2005 and 2004, the total cost of
borrowings secured by loan assets was 5.4% and 3.4%, respectively. 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 22.1% for the quarter ended December
31, 2005. The Company's investments in the Carbon Capital Funds as of December
31, 2005 were $59,643, as compared to $56,812 as of December 31, 2004.
Net interest income from the commercial real estate loan portfolio for the
quarters ended December 31, 2005 and 2004 is as follows:
For the quarter ended
December 31,
2005 2004
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Interest income $10,827 $7,948
Interest expense (2,135) (1,185)
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Net interest income from commercial
real estate loans $8,692 $6,763
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Commercial Real Estate Equity
On December 14 and 19 of 2005, the Company invested an aggregate of $50,704 in
the BlackRock Diamond Property Fund ("BlackRock Diamond"). BlackRock Diamond is
a private REIT managed by BlackRock Realty Advisors, Inc. BlackRock Diamond's
investment objective is to seek current income and capital appreciation from a
portfolio of equity real estate assets while preserving capital. The Company has
a 27% ownership in BlackRock Diamond as of December 31, 2005 and recorded $299
of income during the fourth quarter under the equity method. The Company has
$24,296 of remaining capital commitments to BlackRock Diamond, which is expected
to increase to $49,296 in the first quarter of 2006.
Book Value
Net book value per share at the end of the fourth quarter of 2005 was $9.59.
This is an increase of 3.3% from $9.28 at September 30, 2005 and an increase of
12.0% from $8.56 at December 31, 2004.
Below is a calculation of book value per share* for the years ended December 31,
2005, 2004, and 2003, as well as the quarter ended September 30, 2005.
12/31/2005 9/30/2005 12/31/2004 12/31/2003
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Total Stockholders' Equity $598,018 $572,486 $513,738 $417,430
Less:
Series B Preferred Stock Liquidation
Value - - - (43,942)
Series C Preferred Stock Liquidation
Value (57,500) (57,500) (57,500) (57,500)
--------------- --------------- --------------- ---------------
Common Equity $540,518 $514,986 $456,238 $315,988
Shares Outstanding 56,339 55,511 53,289 49,494
Book Value Per Share $9.59 $9.28 $8.56 $6.38
=============== =============== =============== ===============
*Book value per share calculations prior to the fourth quarter of 2005 deducted
the carrying value of preferred share classes. For the fourth quarter of 2005
and all future periods, the Company will present book value per share based on
liquidation value calculation, as shown above.
Dividend Reinvestment Plan
The optional cash portion of the Company's Dividend Reinvestment and Stock
Purchase Plan (the "Plan") has been reinstated for all investment dates after
July 26, 2005 with a discount of 2% to the trailing 12-business day average
provided the stock price remains above threshold levels established by the
Company at the time. The dividend reinvestment portion of the Plan remains in
effect with a discount of 2% as well.
During the quarter ended December 31, 2005, the Company issued 821,380 shares
under the Plan at a collective weighted-average issuance price of $10.45 per
share. The optional cash portion plan of the Plan allows participants to invest
up to $20,000 per month at a 2% discount. The optional cash portion of the plan
represents 809,542 of the shares that were issued during the quarter under the
Plan. The remaining 11,838 shares issued under the Plan during the quarter are
attributable to the dividend reinvestment portion of the Plan.
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 $453 billion in global assets under management as of December 31,
2005. 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 $159 billion in commercial mortgage loans for third parties through its
Midland Loan Services, Inc. subsidiary as of December 31, 2005.
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," "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, 2004 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.
To learn more about Anthracite, visit our website at www.anthracitecapital.com.
The information contained on the Company's website is not a part of this
release.
The Company is filing the Anthracite Capital, Inc. Consolidated Statements of
Financial Condition and Consolidated Statements of Operations as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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 February 16, 2006.
99.3 Transcript of Anthracite Capital Inc.'s Earnings Conference Call on
February 16, 2006.
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
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Name: James J. Lillis
Title: Chief Financial Officer
Dated: February 23, 2006
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report dated February 23, 2006 (February 16, 2006)
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 February
16, 2006.
99.3 Transcript of Anthracite Capital Inc.'s Earnings Conference Call
on February 16, 2006.