Capmark Financial Group Inc. Issues Quarterly Report as of and for the three months ended March 31, 2013 Business Wire HORSHAM, Pa. -- May 13, 2013 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 $1.2billion 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 March 31, 2013 December 31, 2012 Cash Capmark Bank cash and cash $ 1,025,104 $ 1,296,156 equivalents Non-Capmark Bank: Cash and cash equivalents 78,753 182,726 Restricted cash 105,222 75,219 Total cash, cash equivalents and restricted cash attributable to $ 1,209,079 $ 1,554,101 continuing operations The following table summarizes the components of restricted cash from continuing operations (in thousands): Restricted Cash March 31, 2013 December 31, 2012 Cash from consolidated VIEs $ 77,243 $ 49,663 Bankruptcy disputed administrative, priority and convenience class claims 8,865 8,865 escrow Distribution escrow 9,778 7,462 Other 9,336 9,229 Restricted cash from continuing $ 105,222 $ 75,219 operations 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) 105,222 75,219 Accounts and other receivables (1) 54,485 51,496 Investment securities available for 17,600 4,611 sale Loans held for sale (1) 440,399 591,814 Real estate investments (1) 134,597 154,112 Equity investments 209,105 248,350 Other assets (1) 11,782 13,048 Assets of discontinued operations (1) 171,084 253,518 Total assets $ 2,248,131 $ 2,871,050 Liabilities and Equity Liabilities: Deposit liabilities 910,380 1,018,601 Other borrowings (1) 200,685 222,062 Other liabilities (1) 111,470 127,457 Liabilities of discontinued 83,966 114,719 operations (1) 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 —100,242,722 100 100 at March 31, 2013 and December 31, 2012 Capital paid in excess of par value 790,192 1,240,834 Retained earnings 88,524 90,313 Accumulated other comprehensive 7,493 (4,885 ) (loss) income, net of tax Total Capmark Financial Group Inc. 886,309 1,326,362 stockholders’ equity Noncontrolling interests 55,321 61,849 Total equity 941,630 1,388,211 Total liabilities and equity $ 2,248,131 $ 2,871,050 ____________________ 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 (1) 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, December March December 31, 31, 31, 2013 2012 2013 2012 Assets Liabilities Restricted $ 77,243 $ 49,663 Other $ 4,865 $ 4,903 cash borrowings Accounts and Other other 864 1,055 liabilities 1,651 2,011 receivables Liabilities Loans held 139,017 181,794 of 7,574 13,580 for sale discontinued operations Real estate 22,734 22,225 Total $ 14,090 $ 20,494 investments liabilities Other assets 2,037 1,482 Assets of discontinued 53,260 65,606 operations 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 Three months ended March 31, 2013 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 loans 10,832 21,281 Net gains (losses) on 800 (2,799 ) investments and real estate Other losses, net (1,489 ) (7,818 ) Equity in income of joint 465 3,631 ventures and partnerships Fee revenue 133 1,877 Net real estate investment and (454 ) 2,047 other income Total noninterest income 10,287 18,219 Net revenue 20,588 36,492 Noninterest Expense Compensation and benefits 8,760 14,778 Professional fees 5,670 5,877 Occupancy and equipment 658 1,413 Other expenses 3,850 7,495 Total noninterest expense 18,938 29,563 Income from continuing operations before income tax 1,650 6,929 provision Income tax provision (benefit) 159 (344 ) Income from continuing operations after income tax 1,491 7,273 provision Loss from discontinued operations, net of tax (includes (8,173 ) (11,219 ) gain on sale of $0 and $12,518, respectively) Net loss (6,682 ) (3,946 ) Plus: Net loss attributable to 4,893 26,947 noncontrolling interests Net (loss) income attributable $ (1,789 ) 23,001 to Capmark Financial Group Inc. Other comprehensive income (loss) Net unrealized gain (loss) on 13,310 (211 ) investment securities Net foreign currency translation (932 ) (3,121 ) Other comprehensive income 12,378 (3,332 ) (loss) Comprehensive income (loss) attributable to Capmark $ 10,589 $ 19,669 Financial Group Inc. Basic and diluted net income per $ 0.06 $ 0.34 share from continuing operations Basic and diluted net (loss) income per share attributable to (0.02 ) 0.23 Capmark Financial Group Inc. Basic weighted average shares 99,781 99,594 outstanding Diluted weighted average shares 99,787 99,705 outstanding CAPMARK FINANCIAL GROUP INC. Consolidated Statement of Changes in Stockholders’ Equity (unaudited) (in thousands, except number of shares) Three Months Ended Year ended December 31, 2012 March 31, 2013 Common Stock Number of shares outstanding at 100,242,722 100,052,475 beginning of period Additional shares issued — 243,767 Treasury shares retired — (53,520 ) Number of shares outstanding at 100,242,722 100,242,722 end of period Common Stock Balance at beginning of period $ 100 $ 100 Additional shares issued — — Balance at end of period 100 100 Capital Paid in Excess of Par Value Balance at beginning of period 1,240,834 2,692,602 Additional shares issued — — Shareholder distributions (451,092 ) (1,454,296 ) Treasury shares retired — (648 ) Stock-based compensation 450 3,176 Balance at end of period 790,192 1,240,834 Retained Earnings (Accumulated Deficit) Balance at beginning of period 90,313 (31,651 ) Net (loss) income attributable to (1,789 ) 121,964 Capmark Financial Group Inc. Balance at end of period 88,524 90,313 Accumulated Other Comprehensive (Loss) Income, net of tax Balance at beginning of period (4,885 ) (1,617 ) Other comprehensive (loss) income 12,378 (3,268 ) Balance at end of period 7,493 (4,885 ) Total Capmark Financial Group 886,309 1,326,362 Inc. Stockholders’ Equity Noncontrolling Interests Balance at beginning of period 61,849 178,960 Net loss attributable to (4,893 ) (52,288 ) noncontrolling interests Other comprehensive (loss) income attributable to noncontrolling — — interests Other (includes impact of sale of (1,635 ) (64,823 ) discontinued operations assets) Balance at end of period 55,321 61,849 Total Equity $ 941,630 $ 1,388,211 CAPMARK FINANCIAL GROUP INC. Consolidated Statement of Cash Flows (unaudited) (in thousands) Three months ended Three months ended March 31, 2013 March 31, 2012 Net Cash Provided By Operating Activities of Continuing $ 125,778 $ 532,234 Operations Investing Activities of Continuing Operations Net (increase) decrease in (30,003 ) 33,319 restricted cash Proceeds from sales of investment securities classified 240 — as available for sale Repayments of investment securities classified as — 569,257 available for sale Proceeds from sales of real 20,315 122,710 estate investments Proceeds from sales of/capital distributions from equity 39,353 5,338 investments Other investing activities, net 2 (664 ) Net cash provided by investing activities of continuing 29,907 729,960 operations Financing Activities of Continuing Operations Repayments of debt — (272,473 ) Repayments of other borrowings (21,377 ) (322,109 ) Repayment of deposit liabilities (99,819 ) (660,927 ) Distribution to shareholders (451,092 ) — Other financing activities, net (150 ) — Net cash used in financing activities of continuing (572,438 ) (1,255,509 ) operations Effect of Foreign Exchange Rates (676 ) (6,810 ) on Cash Discontinued Operations Net cash (used in) provided by operating activities of (4,924 ) 7,857 discontinued operations Net cash used in investing activities of discontinued (2,467 ) (30,186 ) operations Net cash used in financing activities of discontinued (20,517 ) — operations Net cash used in discontinued (27,908 ) (22,329 ) operations Net Decrease in Cash and Cash (445,337 ) (22,454 ) Equivalents Cash and Cash Equivalents, 1,568,920 2,737,811 Beginning of Period(1)(2) Cash and Cash Equivalents, End $ 1,123,583 $ 2,715,357 of Period(3)(4) Supplemental Disclosures of Cash Flow Information: Income taxes refunded, net 177 3,249 Interest paid 15,413 54,177 ____________________ Notes: Cash and cash equivalents exclude restricted cash of $150.4 million from (1) continuing and discontinued operations and include non-restricted cash of discontinued operations of $90.0 million, respectively as of December 31, 2012. Cash and cash equivalents exclude restricted cash of $232.7 million from (2) continuing and discontinued operations and include non-restricted cash of discontinued operations of $4.4 million, respectively as of December 31, 2011. Cash and cash equivalents exclude restricted cash of $182.2 million from (3) continuing and discontinued operations and include non-restricted cash of discontinued operations of $19.7 million, respectively as of March 31, 2013. Cash and cash equivalents exclude restricted cash of $174.4 million from (4) continuing and discontinued operations and include non-restricted cash of discontinued operations of $0.7 million, respectively as of March 31, 2012. Contact: Capmark Financial Group Inc. Thomas L. Fairfield, 215-328-1555
Capmark Financial Group Inc. Issues Quarterly Report as of and for the three months ended March 31, 2013
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