Capmark Financial Group Inc. Issues Quarterly Report as of and for the three months ended March 31,

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Capmark Financial Group Inc. Issues Quarterly Report as of and for the three months endedMarch 31, 2013

HORSHAM, Pa.--(BUSINESS WIRE)-- Capmark Financial Group Inc. (the "Company") today issued its Quarterly Report as of and for the three months ended March 31, 2013. The Company reported a net loss of $1.8 million for the three months ended March 31, 2013 and had consolidated total assets of $2.2 billion, consolidated total liabilities of $1.3 billion, and stockholders' equity of $0.9 billion as of March 31, 2013.

Highlights for the first quarter were:

  • The Company realized total proceeds of $180 million from the monetization of loan and REO assets.
  • The Company achieved consolidated net gains on loans, investments and real estate of $12 million.
  • Capmark Bank made a distribution to Capmark Financial Group Inc. of $157 million.
  • The Company paid a cash distribution of $4.50 per share on March 22, 2013 to shareholders of record on March 15, 2013, bringing aggregate distributions to shareholders since emergence from bankruptcy to $19.00 per share.
  • The Company paid an additional $68 million to prepetition creditors including $21 million under the settlement agreement with Japanese lenders, $3 million under the settlement agreement with creditors of Crystal Ball Holdings of Bermuda Limited and $44 million from the disputed claims reserve.
  • The Company recorded an unrealized gain of $14 million on its shares in a collateralized debt obligation which was included in accumulated other comprehensive income on the consolidated balance sheet as of March 31, 2013. The Company received $14 million of cash proceeds when the shares were redeemed subsequent to the end of the first quarter.
  • The Company continued to reduce its staffing levels and office locations commensurate with the reduction in assets and operating activities. The Company reduced its staff from 90 employees at year end to 70 at March 31, 2013 and expects to have approximately 55 employees by the end of the second quarter. The Company also plans to reduce its five office locations at March 31, 2013 to three by the end of the second quarter.

Consolidated Balance Sheet

The Company had consolidated total assets of $2.2 billion and $2.9 billion as of March 31, 2013 and December 31, 2012, respectively, primarily comprised of a portfolio of loans, real estate, real estate-related assets and cash and cash equivalents. Assets totaling $1.1 billion and $1.4 billion were held at Capmark Bank and $171.1 million and $253.5 million of assets were associated with discontinued operations as of March 31, 2013 and December 31, 2012, respectively.

The Company had consolidated total liabilities of $1.3 billion and $1.5 billion as of March 31, 2013 and December 31, 2012, respectively. Capmark Bank had liabilities of $0.9 billion and $1.0 billion and liabilities of $84.0 million and $114.7 million were associated with discontinued operations as of March 31, 2013 and December 31, 2012, respectively. Capmark Bank's liabilities were primarily comprised of Federal Deposit Insurance Corporation ("FDIC")-insured deposit liabilities as of March 31, 2013 and December 31, 2012.

Total stockholders' equity was $0.9 billion as of March 31, 2013 as compared to $1.3 billion as of December 31, 2012. The reduction was primarily due to the $451.1 million of cash distributions to holders of the Company's common stock.

Consolidated Results of Operations

The Company had income from continuing operations before income taxes of $1.7 million in the three months ended March 31, 2013, primarily due to $12.3 million of interest income on loans held for sale and investment securities available for sale and $10.3 million of noninterest income substantially offset by $18.9 million of noninterest expense and $2.0 million of interest expense. Interest income in the three months ended March 31, 2013 included the recognition of $5.5 million of previously deferred interest on loans held for sale. Noninterest income of $10.3 million primarily included $12.1 million of realized gains on full or partial dispositions of loans held for sale partially offset by $1.1 million of net losses from the application of LOCOM to loans held for sale. Noninterest expense of $18.9 million included $8.8 million of compensation and benefits costs and $5.7 million of professional fees, of which $2.0 million was attributable to fees of restructuring and advisory professionals and $0.8 million was attributable to fees associated with the new markets tax credit ("NMTC") assets. Compensation and benefits costs in the three months ended March 31, 2013 included $1.8 million for severance costs and $1.5 million for long term incentive plans. Interest expense of $2.0 million primarily included $10.2 million of contractual interest expense from deposit liabilities at Capmark Bank offset by $8.4 million from the accretion of the fresh start accounting premium for the deposit liabilities.

Liquidity

As of March 31, 2013, the Company's continuing operations had $1.2 billion in total cash and cash equivalents (including restricted cash), of which $1.0 billion was held by Capmark Bank and $0.2 billion was held by its other subsidiaries. The following table summarizes the cash, cash equivalents and restricted cash from continuing operations (in thousands):

 

    

Cash, Cash Equivalents and Restricted Cash

March 31, 2013December 31, 2012
Capmark Bank cash and cash equivalents$1,025,104$1,296,156
Non-Capmark Bank:
Cash and cash equivalents78,753182,726
Restricted cash 105,222 75,219
Total cash, cash equivalents and restricted cash attributable to continuing operations$1,209,079$1,554,101
 
 

The following table summarizes the components of restricted cash from continuing operations (in thousands):

 

Restricted Cash

March 31, 2013December 31, 2012
Cash from consolidated VIEs$77,243$49,663
Bankruptcy disputed administrative, priority and convenience class claims escrow8,8658,865
Distribution escrow9,7787,462
Other 9,336 9,229
Restricted cash from continuing operations$105,222$75,219
 

Cash from consolidated variable interest entities ("VIEs") is from entities that are no longer owned by the Company but continue to be recognized on the Company's balance sheet because derecognition criteria under GAAP have not been met. The increase in the related restricted cash as of March 31, 2013 as compared to December 31, 2012 was due primarily to the monetization of an underlying asset in an NMTC-related VIE which resulted in cash at the VIE. In the second quarter of 2013, the Company received $40.5 million attributable to that restricted cash.

The Company's primary sources of liquidity are expected to be (1) proceeds from the sale of loans, including discounted payoffs received in connection with loan workout efforts, (2) proceeds from the sale of real estate, (3) principal and interest payments on loans, (4) distributions received from equity investments and (5) sales of other assets in its portfolio.

Capmark Bank has cash and cash equivalents in excess of all of its remaining deposit liabilities and other liabilities as well as its expected operating expenses over the next 12 months. On October 2, 2009, Capmark Bank consented to cease and desist orders (the "C&D Orders") with the FDIC and the Utah Department of Financial Institutions ("UDFI"). Capmark Bank is prohibited under the C&D Orders from declaring or paying dividends or making any other form of payment representing a reduction in capital to Capmark Financial Group Inc. without the prior written consent or non-objection of the FDIC and the UDFI.

The Company expects to generate sufficient liquidity to meet its needs for cash in its Non-Capmark Bank operations over the next 12 months, including paying its operating expenses. The Company also expects that Capmark Bank has sufficient liquidity to meet its needs for cash for the next 12 months, including paying its operating expenses and interest and principal due on maturing deposit liabilities and other liabilities.

The Company paid a cash distribution of $4.50 per share on March 22, 2013 to shareholders of record on March 15, 2013. For U.S. federal income tax purposes, any distribution by the Company to its shareholders will be characterized as a dividend to the extent of the Company's current or cumulative earnings and profits. Distributions made in excess of earnings and profits are next treated as a return of capital to the extent of the shareholders' basis.

The Company will consider making additional distributions to shareholders of cash in excess of working capital needs and expects to make a distribution in the second quarter of 2013; however the specific timing and amount of any distribution have not been determined.

Supplemental Financial Information

The Company's Quarterly Report as of and for the three months ended March 31, 2013 and March 31, 2012 and related supplemental financial information may be found on the Company's website (www.capmark.com) under the heading "Financial Reporting."

Investor Conference Call

The Company will hold a conference call for investors to be broadcast live over the Internet on May 16, 2013 at 3:00 p.m. Eastern Time regarding the topics addressed in this news release and the Quarterly Report as of and for the three months ended March 31, 2013 and March 31, 2012 and related supplemental financial information. To listen to the conference call, please go to the Company's website (www.capmark.com) under the heading "Investor Relations" at least fifteen minutes prior to the scheduled start time to register and download and install any necessary audio software. For those who are unable to listen to the live broadcast, an archived replay will be available on the website for a period of time. Investors who have questions for the Company's management can participate in the conference call by dialing the following:

  • Toll free number: (877) 254-2825
  • International: (937) 641-0548
  • Conference ID# 69500595

Forward-Looking Statements

Certain statements in this release may constitute forward-looking statements. These statements are based on management's current expectations and beliefs but are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.

About Capmark®:

Capmark is a real estate finance company focused on the management of its commercial real estate-related assets and businesses with a view to maximizing their value. Capmark is headquartered in Horsham, Pennsylvania and operates principally in North America. For more information, visit www.capmark.com

 
CAPMARK FINANCIAL GROUP INC.
Consolidated Balance Sheet (unaudited)
(in thousands, except share amounts)
 
 
  March 31, 2013  December 31, 2012
Assets
Cash and cash equivalents$1,103,857$1,478,882
Restricted cash (1)105,22275,219
Accounts and other receivables (1)54,48551,496
Investment securities available for sale17,6004,611
Loans held for sale (1)440,399591,814
Real estate investments (1)134,597154,112
Equity investments209,105248,350
Other assets (1)11,78213,048
Assets of discontinued operations (1) 171,084 253,518 
Total assets$2,248,131$2,871,050 
Liabilities and Equity
Liabilities:
Deposit liabilities910,3801,018,601
Other borrowings (1)200,685222,062
Other liabilities (1)111,470127,457
Liabilities of discontinued operations (1) 83,966 114,719 
Total liabilities 1,306,501 1,482,839 
Commitments and Contingent Liabilities
Equity:
Common stock, $.001 par value; shares authorized — 110,000,000; shares issued and outstanding —100,242,722 at March 31, 2013 and December 31, 2012100100
Capital paid in excess of par value790,1921,240,834
Retained earnings88,52490,313
Accumulated other comprehensive (loss) income, net of tax 7,493 (4,885)
Total Capmark Financial Group Inc. stockholders' equity886,3091,326,362
Noncontrolling interests 55,321 61,849 
Total equity 941,630 1,388,211 
Total liabilities and equity$2,248,131$2,871,050 

____________________

(1) The following table presents assets of consolidated variable interest entities ("VIEs") included in each balance sheet line item that can be used only to settle the obligations of the consolidated VIE and liabilities of the consolidated VIE included in each balance sheet line item for which creditors or other interest holders do not have recourse to the general credit of Capmark Financial Group Inc. and its subsidiaries.
 
           

March 31,

2013

December 31,

2012

March 31,

2013

December 31,

2012

AssetsLiabilities
Restricted cash$77,243$49,663Other borrowings$4,865$4,903
Accounts and other receivables8641,055Other liabilities1,6512,011
Loans held for sale139,017181,794

Liabilities of discontinued operations

 7,574 13,580
Real estate investments22,73422,225Total liabilities$14,090$20,494
Other assets2,0371,482
Assets of discontinued operations 53,260 65,606
Total assets$295,155$321,825
 
 
CAPMARK FINANCIAL GROUP INC.
Consolidated Statement of Comprehensive Income (Loss) (unaudited)
(in thousands, except per share data)
 
 
  Three months ended
March 31, 2013
  Three months ended
March 31, 2012
Net Interest Income
Interest income$12,324$38,273
Interest expense 2,023  20,000 
Net interest income 10,301  18,273 
Noninterest Income
Net gains on loans10,83221,281
Net gains (losses) on investments and real estate800(2,799)
Other losses, net(1,489)(7,818)
Equity in income of joint ventures and partnerships4653,631
Fee revenue1331,877
Net real estate investment and other income (454) 2,047 
Total noninterest income 10,287  18,219 
Net revenue 20,588  36,492 
Noninterest Expense
Compensation and benefits8,76014,778
Professional fees5,6705,877
Occupancy and equipment6581,413
Other expenses 3,850  7,495 
Total noninterest expense 18,938  29,563 
Income from continuing operations before income tax provision1,6506,929
Income tax provision (benefit) 159  (344)
Income from continuing operations after income tax provision1,4917,273
Loss from discontinued operations, net of tax (includes gain on sale of $0 and $12,518, respectively) (8,173) (11,219)
Net loss(6,682)(3,946)
Plus: Net loss attributable to noncontrolling interests 4,893  26,947 
Net (loss) income attributable to Capmark Financial Group Inc.$(1,789) 23,001 
Other comprehensive income (loss)
Net unrealized gain (loss) on investment securities13,310(211)
Net foreign currency translation (932) (3,121)
Other comprehensive income (loss) 12,378  (3,332)
Comprehensive income (loss) attributable to Capmark Financial Group Inc.$10,589 $19,669 
Basic and diluted net income per share from continuing operations$0.06$0.34
Basic and diluted net (loss) income per share attributable to Capmark Financial Group Inc. (0.02) 0.23 
Basic weighted average shares outstanding99,78199,594
Diluted weighted average shares outstanding99,78799,705
 
 
CAPMARK FINANCIAL GROUP INC.
Consolidated Statement of Changes in Stockholders' Equity (unaudited)
(in thousands, except number of shares)
 
 
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