NEW YORK, May 03, 2018 (GLOBE NEWSWIRE) -- Resource Capital Corp. (NYSE:RSO) ("RSO" or the "Company") reports results for the three months ended March 31, 2018.
Significant Items and Highlights
Three Months Ended March 31, 2018 Results
Additional Items
Commercial Real Estate
The following table summarizes RSO's CRE loan activities and fundings of previous commitments, at par, for the three and twelve months ended March 31, 2018 (in millions, except percentages and amounts in footnotes):
Three Months Ended March 31, 2018 | Twelve Months Ended March 31, 2018 | ||||||
New CRE loan commitments | $ | 127.1 | $ | 598.5 | |||
New CRE preferred equity investment | 19.2 | 19.2 | |||||
Total CRE loan commitments and investments | 146.3 | 617.7 | |||||
Payoffs and paydowns (1)(2) | (51.5 | ) | (500.3 | ) | |||
Previous commitments funded | 10.5 | 35.8 | |||||
New unfunded loan commitments | (13.6 | ) | (70.1 | ) | |||
Net CRE loans funded | $ | 91.7 | $ | 83.1 | |||
Weighted average one-month LIBOR floor on new originations (3) | 1.37 | % | 1.13 | % | |||
Weighted average spread above one-month LIBOR (3) | 3.94 | % | 4.28 | % | |||
Weighted average unlevered yield, including amortization of origination fees | 5.79 | % | 5.76 | % | |||
(1) | CRE loan payoffs and extensions resulted in $370,000 and $1.2 million of exit and extension fees during the three and twelve months ended March 31, 2018, respectively. | |
(2) | Activity does not include legacy CRE loans classified as assets held for sale. | |
(3) | Applicable to new CRE whole loans funded, excluding one CRE whole loan with an 8.00% fixed interest rate. | |
Commercial Mortgage-Backed Securities
RSO's commercial mortgage-backed securities ("CMBS") portfolio had a carrying value of $250.7 million and a weighted average coupon of 4.36% at March 31, 2018.
The following table summarizes RSO's CMBS activities, at face value, for the three and twelve months ended March 31, 2018 (in millions, except percentages):
Three Months Ended March 31, 2018 | Twelve Months Ended March 31, 2018 | ||||||||
CMBS acquisitions | $ | 44.3 | $ | 256.2 | |||||
Sales | — | (7.4 | ) | ||||||
Principal paydowns | (3.4 | ) | (50.5 | ) | |||||
CMBS acquisitions, net | $ | 40.9 | $ | 198.3 | |||||
Weighted average coupon at March 31, 2018 | 3.88 | % | 4.14 | % | |||||
Commercial Real Estate Loans Term Facility
Discontinued Operations
Liquidity
Common Stock Book Value and Total Stockholders' Equity
The following table reconciles RSO's common stock book value from December 31, 2017 to March 31, 2018 (in thousands, except per share data and amounts in footnotes):
Total Amount | Per Share Amount | |||||||||||
Common stock book value at December 31, 2017 (1) | $ | 447,634 | $ | 14.46 | ||||||||
Net loss allocable to common shares | (12,582 | ) | (0.40 | ) | ||||||||
Change in other comprehensive income: | ||||||||||||
Available-for-sale securities | (1,292 | ) | (0.04 | ) | ||||||||
Derivatives | 1,149 | 0.03 | ||||||||||
Common stock dividends | (1,560 | ) | (0.05 | ) | ||||||||
Common stock dividends on unvested shares | (23 | ) | — | |||||||||
Accretion (dilution) from additional shares outstanding at March 31, 2018 (2) | 898 | (0.08 | ) | |||||||||
Total net decrease | (13,410 | ) | (0.54 | ) | ||||||||
Common stock book value at March 31, 2018 (1)(3) | $ | 434,224 | $ | 13.92 |
(1) | Per share calculations exclude unvested restricted stock, as disclosed on the consolidated balance sheets, of 465,808 and 483,073 shares at March 31, 2018 and December 31, 2017, respectively. The denominators for the calculations are 31,184,609 and 30,946,819 at March 31, 2018 and December 31, 2017, respectively. | |
(2) | Per share amount calculation includes the impact of 237,790 additional shares. | |
(3) | Common stock book value is calculated as total stockholders' equity of $550.2 million less preferred stock equity of $116.0 million at March 31, 2018. | |
Common stock book value includes $13.4 million of unamortized discount resulting from the value of the conversion option on RSO's convertible senior notes. The convertible senior notes' discounts will be amortized into interest expense over the remaining life of each note issuance. At March 31, 2018, common stock book value excluding this item would have been $420.9 million, or $13.50 per common share.
Total stockholders' equity at March 31, 2018, which measures equity before accounting for non-controlling interests, was $550.2 million, of which $116.0 million was attributable to preferred stock. Total stockholders' equity at December 31, 2017 was $671.5 million, of which $223.8 million was attributable to preferred stock.
Preferred Stock Redemptions
Corporate Name Change
Investment Portfolio
The following table summarizes the amortized cost and net carrying amount of RSO's investment portfolio at March 31, 2018, classified by asset type (in thousands, except percentages and amounts in footnotes):
At March 31, 2018 | Amortized Cost | Net Carrying Amount | Percent of Portfolio | Weighted Average Coupon | |||||||||||||||
Core Assets: | |||||||||||||||||||
CRE whole loans (1)(2) | $ | 1,362,520 | $ | 1,357,991 | 80.23 | % | 6.34 | % | |||||||||||
CRE preferred equity investment (2) | 19,008 | 19,008 | 1.12 | % | 11.50 | % | |||||||||||||
CMBS (3) | 251,343 | 250,746 | 14.81 | % | 4.36 | % | |||||||||||||
Total Core Assets | 1,632,871 | 1,627,745 | 96.16 | % | |||||||||||||||
Non-Core Assets: | |||||||||||||||||||
Structured notes (4) | 1,218 | 164 | 0.01 | % | N/A | (10) | |||||||||||||
Investments in unconsolidated entities (5) | 4,891 | 4,891 | 0.29 | % | N/A | (10) | |||||||||||||
Direct financing leases (6) | 824 | 89 | 0.01 | % | 5.66 | % | |||||||||||||
Legacy CRE loans held for sale (7)(8) | 63,882 | 57,341 | 3.39 | % | 1.71 | % | |||||||||||||
Middle market loan held for sale (7)(9) | 13,837 | 1,978 | 0.12 | % | — | % | |||||||||||||
Life settlement contracts (7) | 177 | 177 | 0.01 | % | N/A | (10) | |||||||||||||
Property available-for-sale (7) | 117 | 117 | 0.01 | % | N/A | (10) | |||||||||||||
Total Non-Core Assets | 84,946 | 64,757 | 3.84 | % | |||||||||||||||
Total investment portfolio | $ | 1,717,817 | $ | 1,692,502 | 100.00 | % | |||||||||||||
(1) Net carrying amount includes an allowance for loan losses of $4.5 million at March 31, 2018.
(2) Classified as CRE loans on the consolidated balance sheets.
(3) Classified as investment securities available-for-sale on the consolidated balance sheets.
(4) Classified as investment securities, trading on the consolidated balance sheets.
(5) Classified as investments in unconsolidated entities on the consolidated balance sheets.
(6) Net carrying amount includes an allowance for lease losses of $735,000 at March 31, 2018.
(7) Classified as assets held for sale on the consolidated balance sheets.
(8) Net carrying amount includes a lower of cost or market value adjustment of $6.5 million at March 31, 2018.
(9) Net carrying amount includes the lower of cost or market value adjustment of $11.9 million at March 31, 2018.
(10) There are no stated rates associated with these investments.
Supplemental Information
The following schedules of reconciliations and supplemental information at March 31, 2018 are included at the end of this release:
About Resource Capital Corp.
Resource Capital Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial mortgage loans and commercial real estate-related debt investments.
The Company is externally managed by Resource Capital Manager, Inc. (the "Manager"), which is an indirect wholly-owned subsidiary of C-III Capital Partners LLC, a leading commercial real estate investment management and services company engaged in a broad range of activities.
For more information, please visit RSO's website at www.resourcecapitalcorp.com or contact investor relations at IR@resourcecapitalcorp.com.
Safe Harbor Statement
Statements made in this release may include forward-looking statements, which involve substantial risks and uncertainties. RSO's actual results, performance or achievements could differ materially from those expressed or implied in this release. The risks and uncertainties associated with forward-looking statements contained in this release include those related to:
For further information concerning these and other risks pertaining to the forward-looking statements contained in this release, and to the general risks to which RSO is subject, see Item 1A, "Risk Factors," included in its Annual Report on Form 10-K for the year ended December 31, 2017 and the risks expressed in its other public filings with the Securities and Exchange Commission.
RSO cautions you not to place undue reliance on any forward-looking statements contained in this release, which speak only as of the date of this release. All subsequent written and oral forward-looking statements attributable to RSO or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this release. Except to the extent required by applicable law or regulation, RSO undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
Furthermore, certain non-GAAP financial measures are discussed in this release. RSO's presentation of this information is not intended to be considered in isolation of or as a substitute for the financial information presented in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most comparable measures prepared in accordance with GAAP are set forth in Schedule I of this release and can be accessed through RSO's filings with the SEC at www.sec.gov.
The remainder of this release contains RSO's unaudited (2018) and audited (2017) consolidated balance sheets, unaudited consolidated statements of operations, a reconciliation of GAAP net income (loss) to Core Earnings, a summary of securitization performance statistics, an update on RSO's strategic plan, a summary of RSO's CRE loan activities and supplemental information regarding RSO's CRE loan portfolio and loans held for sale.
RESOURCE CAPITAL CORP. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||
(in thousands, except share and per share data) | |||||||||||
March 31, 2018 | December 31, 2017 | ||||||||||
(unaudited) | |||||||||||
ASSETS (1) | |||||||||||
Cash and cash equivalents | $ | 61,500 | $ | 181,490 | |||||||
Restricted cash | 546 | 22,874 | |||||||||
Accrued interest receivable | 6,945 | 6,859 | |||||||||
CRE loans, net of allowances of $4,529 and $5,328 | 1,376,999 | 1,284,822 | |||||||||
Investment securities available-for-sale | 250,746 | 211,737 | |||||||||
Investment securities, trading | 164 | 178 | |||||||||
Loans held for sale | — | 13 | |||||||||
Principal paydowns receivable | 20 | 76,129 | |||||||||
Investments in unconsolidated entities | 6,439 | 12,051 | |||||||||
Derivatives, at fair value | 1,751 | 602 | |||||||||
Direct financing leases, net of allowances of $735 and $735 | 89 | 151 | |||||||||
Other assets | 6,981 | 7,451 | |||||||||
Assets held for sale (amounts include $57,341 and $61,841 of legacy CRE loans held for sale in continuing operations) | 77,621 | 107,718 | |||||||||
Total assets | $ | 1,789,801 | $ | 1,912,075 | |||||||
LIABILITIES (2) | |||||||||||
Accounts payable and other liabilities | $ | 6,654 | $ | 5,153 | |||||||
Management fee payable | 938 | 1,035 | |||||||||
Accrued interest payable | 3,244 | 4,387 | |||||||||
Borrowings | 1,222,386 | 1,163,485 | |||||||||
Distributions payable | 3,308 | 5,581 | |||||||||
Preferred stock redemption liability | — | 50,000 | |||||||||
Derivatives, at fair value | — | 76 | |||||||||
Accrued tax liability | 209 | 540 | |||||||||
Liabilities held for sale | 2,883 | 10,342 | |||||||||
Total liabilities | 1,239,622 | 1,240,599 | |||||||||
STOCKHOLDERS' EQUITY | |||||||||||
Preferred stock, par value $0.001: 10,000,000 shares authorized 8.25% Series B Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share; 0 and 4,613,596 shares issued and outstanding | — | 5 | |||||||||
Preferred stock, par value $0.001: 10,000,000 shares authorized 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share; 4,800,000 and 4,800,000 shares issued and outstanding | 5 | 5 | |||||||||
Common stock, par value $0.001: 125,000,000 shares authorized; 31,650,417 and 31,429,892 shares issued and outstanding (including 465,808 and 483,073 unvested restricted shares) | 32 | 31 | |||||||||
Additional paid-in capital | 1,080,927 | 1,187,911 | |||||||||
Accumulated other comprehensive income | 1,154 | 1,297 | |||||||||
Distributions in excess of earnings | (531,939 | ) | (517,773 | ) | |||||||
Total stockholders' equity | 550,179 | 671,476 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,789,801 | $ | 1,912,075 | |||||||
RESOURCE CAPITAL CORP. AND SUBSIDIARIES | |||||||||||
CONSOLIDATED BALANCE SHEETS - (Continued) | |||||||||||
(in thousands, except share and per share data) | |||||||||||
March 31, 2018 | December 31, 2017 | ||||||||||
(unaudited) | |||||||||||
(1) Assets of consolidated variable interest entities ("VIEs") included in total assets above: | |||||||||||
Restricted cash | $ | 513 | $ | 20,846 | |||||||
Accrued interest receivable | 2,728 | 3,347 | |||||||||
CRE loans, pledged as collateral and net of allowances of $844 and $1,330 | 571,640 | 603,110 | |||||||||
Loans held for sale | — | 13 | |||||||||
Principal paydowns receivable | 20 | 72,207 | |||||||||
Other assets | 188 | 73 | |||||||||
Total assets of consolidated VIEs | $ | 575,089 | $ | 699,596 | |||||||
(2) Liabilities of consolidated VIEs included in total liabilities above: | |||||||||||
Accounts payable and other liabilities | $ | 65 | $ | 96 | |||||||
Accrued interest payable | 412 | 592 | |||||||||
Borrowings | 298,970 | 416,655 | |||||||||
Total liabilities of consolidated VIEs | $ | 299,447 | $ | 417,343 | |||||||
RESOURCE CAPITAL CORP. AND SUBSIDIARIES | |||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(in thousands, except share and per share data) | |||||||||||||||
For the Three Months Ended | |||||||||||||||
March 31, | |||||||||||||||
2018 | 2017 | ||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||
REVENUES | |||||||||||||||
Interest income: | |||||||||||||||
CRE loans | $ | 22,383 | $ | 21,533 | |||||||||||
Securities | 3,456 | 2,308 | |||||||||||||
Other | 118 | 1,630 | |||||||||||||
Total interest income | 25,957 | 25,471 | |||||||||||||
Interest expense | 14,384 | 14,254 | |||||||||||||
Net interest income | 11,573 | 11,217 | |||||||||||||
Other (expense) revenue | (95 | ) | 928 | ||||||||||||
Total revenues | 11,478 | 12,145 | |||||||||||||
OPERATING EXPENSES | |||||||||||||||
Management fees | 2,813 | 2,680 | |||||||||||||
Equity compensation | 967 | 788 | |||||||||||||
General and administrative | 3,060 | 3,863 | |||||||||||||
Depreciation and amortization | 13 | 68 | |||||||||||||
Impairment losses | — | 177 | |||||||||||||
(Recovery of) provision for loan and lease losses, net | (799 | ) | 999 | ||||||||||||
Total operating expenses | 6,054 | 8,575 | |||||||||||||
5,424 | 3,570 | ||||||||||||||
OTHER INCOME (EXPENSE) | |||||||||||||||
Equity in (losses) earnings of unconsolidated entities | (292 | ) | 361 | ||||||||||||
Net realized and unrealized (loss) gain on investment securities available-for-sale and loans and derivatives | (642 | ) | 7,606 | ||||||||||||
Net realized and unrealized loss on investment securities, trading | (5 | ) | (911 | ) | |||||||||||
Fair value adjustments on financial assets held for sale | (4,665 | ) | (21 | ) | |||||||||||
Other income | 11 | 68 | |||||||||||||
Total other (expense) income | (5,593 | ) | 7,103 | ||||||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE TAXES | (169 | ) | 10,673 | ||||||||||||
Income tax benefit (expense) | 32 | (1,499 | ) | ||||||||||||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (137 | ) | 9,174 | ||||||||||||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX | 247 | (561 | ) | ||||||||||||
NET INCOME | 110 | 8,613 | |||||||||||||
Net income allocated to preferred shares | (5,210 | ) | (6,014 | ) | |||||||||||
Consideration paid in excess of carrying value of preferred shares | (7,482 | ) | — | ||||||||||||
Net loss allocable to non-controlling interest, net of taxes | — | 101 | |||||||||||||
NET (LOSS) INCOME ALLOCABLE TO COMMON SHARES | $ | (12,582 | ) | $ | 2,700 | ||||||||||
NET (LOSS) INCOME PER COMMON SHARE - BASIC: | |||||||||||||||
CONTINUING OPERATIONS | $ | (0.41 | ) | $ | 0.11 | ||||||||||
DISCONTINUED OPERATIONS | $ | 0.01 | $ | (0.02 | ) | ||||||||||
TOTAL NET (LOSS) INCOME PER COMMON SHARE - BASIC | $ | (0.40 | ) | $ | 0.09 | ||||||||||
NET (LOSS) INCOME PER COMMON SHARE - DILUTED: | |||||||||||||||
CONTINUING OPERATIONS | $ | (0.41 | ) | $ | 0.11 | ||||||||||
DISCONTINUED OPERATIONS | $ | 0.01 | $ | (0.02 | ) | ||||||||||
TOTAL NET (LOSS) INCOME PER COMMON SHARE - DILUTED | $ | (0.40 | ) | $ | 0.09 | ||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 31,111,315 | 30,752,006 | |||||||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED | 31,111,315 | 30,914,148 | |||||||||||||
SCHEDULE I
RESOURCE CAPITAL CORP. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME (LOSS) TO CORE EARNINGS
(unaudited)
RSO uses Core Earnings as a non-GAAP financial measure to evaluate its operating performance. RSO previously used Adjusted Funds from Operations as a non-GAAP measure of operating performance.
Core Earnings exclude the effects of certain transactions and GAAP adjustments that RSO believes are not indicative of its current CRE loan portfolio and other CRE-related investments and operations. Core Earnings exclude income (loss) from all non-core assets, such as commercial finance, middle market lending, residential mortgage lending, certain legacy CRE loans and other non-CRE assets designated as assets held for sale at the initial measurement date.(1)
Core Earnings, for reporting purposes, is defined as GAAP net income (loss) allocable to common shareholders, excluding (i) non-cash equity compensation expense, (ii) unrealized gains and losses, (iii) non-cash provisions for loan losses, (iv) non-cash impairments on securities, (v) non-cash amortization of discounts or premiums associated with borrowings, (vi) net income or loss from a limited partnership interest owned at the initial measurement date, (vii) net income or loss from non-core assets,(2)(3) (viii) real estate depreciation and amortization, (ix) foreign currency gains or losses and (x) income or loss from discontinued operations. Core Earnings may also be adjusted periodically to exclude certain one-time events pursuant to changes in GAAP and certain non-cash items.
Although pursuant to the Third Amended and Restated Management Agreement RSO calculates incentive compensation using Core Earnings excluding incentive fees payable to the Manager, beginning with the three months and year ended December 31, 2017 RSO includes incentive fees payable to the Manager in Core Earnings for reporting purposes.
Core Earnings does not represent net income or cash generated from operating activities and should not be considered as an alternative to GAAP net income or as a measure of liquidity under GAAP. RSO's methodology for calculating Core Earnings may differ from methodologies used by other companies to calculate similar supplemental performance measures, and, accordingly, its reported Core Earnings may not be comparable to similar performance measures used by other companies.
The following table provides a reconciliation from GAAP net (loss) income allocable to common shares to Core Earnings allocable to common shares for the periods presented (in thousands, except per share data): | |||||||||||||||
For the Three Months Ended March 31, | |||||||||||||||
2018 | 2017 | ||||||||||||||
Net (loss) income allocable to common shares - GAAP | $ | (12,582 | ) | $ | 2,700 | ||||||||||
Adjustment for realized gain on CRE assets | — | — | |||||||||||||
Net (loss) income allocable to common shares - GAAP, adjusted | (12,582 | ) | 2,700 | ||||||||||||
Reconciling items from continuing operations: | |||||||||||||||
Non-cash equity compensation expense | 967 | 788 | |||||||||||||
Non-cash (recovery of) provision for CRE loan losses | (799 | ) | 860 | ||||||||||||
Realized loss on core activities (4) | (2,167 | ) | — | ||||||||||||
Non-cash amortization of discounts or premiums associated with borrowings | 778 | 414 | |||||||||||||
Net income from limited partnership interest owned at the initial measurement date (1) | — | (358 | ) | ||||||||||||
Income tax (benefit) expense from non-core investments (2)(3) | (32 | ) | 1,499 | ||||||||||||
Net realized loss on non-core assets (2)(3) | 215 | — | |||||||||||||
Net loss (income) from non-core assets (3) | 397 | (1,429 | ) | ||||||||||||
Reconciling items from discontinued operations and CRE assets: | |||||||||||||||
Net interest income on legacy CRE loans held for sale | (322 | ) | (1,324 | ) | |||||||||||
Realized gain on liquidation of CRE loans | — | (6,954 | ) | ||||||||||||
Fair value adjustments on legacy CRE loans held for sale | 4,672 | — | |||||||||||||
Net loss (income) from other non-CRE investments held for sale | 478 | (25 | ) | ||||||||||||
(Income) loss from discontinued operations, net of taxes | (247 | ) | 561 | ||||||||||||
Core Earnings allocable to common shares (5) | (8,642 | ) | (3,268 | ) | |||||||||||
Reconciling items for nonrecurring activities: | |||||||||||||||
Loss on redemption of Series B Preferred Stock | 7,482 | — | |||||||||||||
Realized loss on core activities | 2,167 | — | |||||||||||||
Core Earnings allocable to common shares, adjusted | $ | 1,007 | $ | (3,268 | ) | ||||||||||
Weighted average common shares - diluted | 31,111 | 30,752 | |||||||||||||
Core Earnings per common share - diluted (5) | $ | (0.28 | ) | $ | (0.11 | ) | |||||||||
Core Earnings per common share, adjusted - diluted | $ | 0.03 | $ | (0.11 | ) |
(1) | Initial measurement date is December 31, 2016. | |
(2) | Income tax expense from non-core investments and net realized gain on non-core assets are components of net income or loss from non-core assets. | |
(3) | Non-core assets are investments and securities owned by RSO at the initial measurement date in (i) commercial finance, (ii) middle market lending, (iii) residential mortgage lending, (iv) legacy CRE loans designated as held for sale and (v) other non-CRE assets included in assets held for sale. | |
(4) | Payment of pending settlement of a securities litigation, previously accrued in 2017. | |
(5) | Core Earnings include a non-recurring charge of $7.5 million, or $(0.24) per common share-diluted, for the three months ended March 31, 2018 in connection with the redemption of the remaining Series B Preferred Stock. | |
RSO has five operating segments: commercial real estate debt investments; commercial finance; middle market lending; residential mortgage lending; and corporate & other. The commercial real estate debt investments operating segment includes our activities and operations related to commercial real estate loans and commercial real estate-related securities. The commercial finance operating segment includes the activities and operations related to syndicated corporate loans, syndicated corporate loan-related securities and direct financing leases. The middle market lending operating segment includes the activities and operations related to the origination and purchase of middle market corporate loans. The residential mortgage lending operating segment includes the activities and operations related to originating and servicing residential mortgage loans and investments in residential mortgage-backed securities. The corporate & other segment includes corporate level interest income, interest expense, inter-segment eliminations not allocable to any particular operating segment and general and administrative expense.
As part of the plan to exit non-CRE businesses, the entire middle market lending and substantially all of the residential mortgage lending segments are reported as discontinued operations. The following table presents a reconciliation of GAAP net income (loss) allocable to common shares to Core Earnings allocable to common shares for the three months ended March 31, 2018 presented by operating segment (in thousands, except per share data):
Commercial Real Estate Debt Investments | Corporate & Other | Core Subtotal | Commercial Finance | Middle Market Lending | Residential Mortgage Lending | Total | |||||||||||||||||||||||||||||||||||
Net income (loss) allocable to common shares - GAAP | $ | 12,302 | $ | (24,366 | ) | $ | (12,064 | ) | $ | (470 | ) | $ | 819 | $ | (867 | ) | $ | (12,582 | ) | ||||||||||||||||||||||
Reconciling items from continuing operations: | |||||||||||||||||||||||||||||||||||||||||
Non-cash equity compensation expense | — | 967 | 967 | — | — | — | 967 | ||||||||||||||||||||||||||||||||||
Non-cash recovery of CRE loan losses | (799 | ) | — | (799 | ) | — | — | — | (799 | ) | |||||||||||||||||||||||||||||||
Realized loss on core activities (4) | — | (2,167 | ) | (2,167 | ) | — | — | — | (2,167 | ) | |||||||||||||||||||||||||||||||
Non-cash amortization of discounts or premiums associated with borrowings | — | 778 | 778 | — | — | — | 778 | ||||||||||||||||||||||||||||||||||
Income tax benefit from non-core investments (2)(3) | — | — | — | (32 | ) | — | — | (32 | ) | ||||||||||||||||||||||||||||||||
Net realized loss on non-core assets (2)(3) | — | — | — | 215 | — | — | 215 | ||||||||||||||||||||||||||||||||||
Net loss from non-core assets (3) | — | — | — | 286 | — | 111 | 397 | ||||||||||||||||||||||||||||||||||
Reclassification of allocated expenses to non-CRE activities | — | (185 | ) | (185 | ) | 1 | — | 184 | — | ||||||||||||||||||||||||||||||||
Reconciling items from discontinued operations and CRE assets: | |||||||||||||||||||||||||||||||||||||||||
Net interest income on legacy CRE loans held for sale | (322 | ) | — | (322 | ) | — | — | — | (322 | ) | |||||||||||||||||||||||||||||||
Fair value adjustments on legacy CRE loans held for sale | 4,672 | — | 4,672 | — | — | — | 4,672 | ||||||||||||||||||||||||||||||||||
Net loss from other non-CRE investments held for sale | — | 478 | 478 | — | — | — | 478 | ||||||||||||||||||||||||||||||||||
(Income) loss from discontinued operations, net of taxes | — | — | — | — | (819 | ) | 572 | (247 | ) | ||||||||||||||||||||||||||||||||
Core Earnings allocable to common shares (5) | 15,853 | (24,495 | ) | (8,642 | ) | — | — | — | (8,642 | ) | |||||||||||||||||||||||||||||||
Reconciling items for nonrecurring activities: | |||||||||||||||||||||||||||||||||||||||||
Loss on redemption of Series B Preferred Stock | — | 7,482 | 7,482 | — | — | — | 7,482 | ||||||||||||||||||||||||||||||||||
Realized loss on core activities | — | 2,167 | 2,167 | — | — | — | 2,167 | ||||||||||||||||||||||||||||||||||
Core Earnings allocable to common shares, adjusted | $ | 15,853 | $ | (14,846 | ) | $ | 1,007 | $ | — | $ | — | $ | — | $ | 1,007 | ||||||||||||||||||||||||||
Weighted average common shares - diluted | 31,111 | 31,111 | 31,111 | 31,111 | 31,111 | 31,111 | 31,111 | ||||||||||||||||||||||||||||||||||
Core Earnings per common share - diluted (5) | $ | 0.51 | $ | (0.79 | ) | $ | (0.28 | ) | $ | — | $ | — | $ | — | $ | (0.28 | ) | ||||||||||||||||||||||||
Core Earnings per common share, adjusted - diluted | $ | 0.51 | $ | (0.48 | ) | $ | 0.03 | $ | — | $ | — | $ | — | $ | 0.03 |
(1) | Initial measurement date is December 31, 2016. | |
(2) | Income tax expense from non-core investments and net realized gain on non-core assets are components of net income or loss from non-core assets. | |
(3) | Non-core assets are investments and securities owned by RSO at the initial measurement date in (i) commercial finance, (ii) middle market lending, (iii) residential mortgage lending, (iv) legacy CRE loans designated as held for sale and (v) other non-CRE assets included in assets held for sale. | |
(4) | Payment of pending settlement of a securities litigation, previously accrued in 2017. | |
(5) | Core Earnings include a non-recurring charge of $7.5 million, or $(0.24) per common share-diluted, for the three months ended March 31, 2018 in connection with the redemption of the remaining Series B Preferred Stock. | |
SCHEDULE II
RESOURCE CAPITAL CORP. AND SUBSIDIARIES
SUMMARY OF SECURITIZATION PERFORMANCE STATISTICS
(unaudited)
Distributions, Coverage Tests and Liquidations
The following table sets forth the distributions made by and coverage test summaries for RSO's active securitizations for the periods presented (in thousands):
Name | Cash Distributions | Overcollateralization Cushion (1) | End of Designated Principal Reinvestment Period | |||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2018 | For the Year Ended December 31, 2017 | At March 31, 2018 | At the Initial Measurement Date | |||||||||||||||||||||||||||||||
RCC 2015-CRE3 (2) | $ | 1,428 | $ | 8,672 | $ | 61,469 | $ | 20,313 | February 2017 | |||||||||||||||||||||||||
RCC 2015-CRE4 (2) | $ | 1,887 | $ | 8,554 | $ | 72,184 | $ | 9,397 | September 2017 | |||||||||||||||||||||||||
RCC 2017-CRE5 (2) | $ | 10,601 | $ | 6,643 | $ | 19,655 | $ | 20,727 | July 2020 | |||||||||||||||||||||||||
Apidos Cinco CDO (3) | $ | — | $ | 2,056 | N/A | $ | 17,774 | N/A |
(1) | Overcollateralization cushion represents the amount by which the collateral held by the securitization issuer exceeds the maximum amount required. | |
(2) | The designated principal reinvestment period for Resource Capital Corp. 2015-CRE3, Resource Capital Corp. 2015-CRE4 and Resource Capital Corp. 2017-CRE5 is the period in which principal repayments can be utilized to purchase loans held outside of the respective securitization that represent the funded commitments of existing collateral in the respective securitization that were not funded as of the date the respective securitization was closed. Additionally, the indenture for each securitization does not contain any interest coverage test provisions. | |
(3) | Apidos Cinco CDO was substantially liquidated in November 2016. | |
The following table sets forth the distributions made by and liquidation details for RSO's liquidated securitizations for the periods presented (in thousands):
Name | Cash Distributions | Liquidation Details | |||||||||||||
For the Three Months Ended March 31, 2018 | For the Year Ended December 31, 2017 | Liquidation Date | Remaining Assets at the Liquidation Date (1) | ||||||||||||
RCC 2014-CRE2 (2) | $ | — | $ | 33,050 | August 2017 | $ | 92,980 |
(1) | The remaining assets at the liquidation date were measured at fair value and returned to RSO in exchange for its preference share and equity notes in the securitization. | |
(2) | Cash distributions for the year ended December 31, 2017 include preference share and equity notes distributions at liquidation of $25.6 million for Resource Capital Corp. 2014-CRE2. | |
SCHEDULE III
RESOURCE CAPITAL CORP. AND SUBSIDIARIES
STRATEGIC PLAN UPDATE
(unaudited)
In November 2016, RSO's board of directors approved the Plan, pursuant to which RSO is primarily focused on making CRE debt investments. The Plan includes disposing of certain non-core businesses and investments and underperforming legacy CRE loans ("Identified Assets"), as well as maintaining a dividend policy based on sustainable earnings. As part of the Plan, certain Identified Assets were reclassified as discontinued operations and/or assets held for sale during the fourth quarter of 2016. The following table delineates these disposable investments by business segment and details the current net book value of the businesses and investments included in the Plan (in millions, except amounts in footnotes):
Identified Assets at Plan Inception | Impairments/ Adjustments on Non- Monetized Assets (1)(2) | Impairments/ Adjustments on Monetized Assets (1) | Monetized through March 31, 2018 (3) | Net Book Value at March 31, 2018 (3) | |||||||||||||||||||||||||
Discontinued operations and assets held for sale: | |||||||||||||||||||||||||||||
Legacy CRE loans (4) | $ | 194.7 | $ | (18.3 | ) | $ | (11.7 | ) | $ | (107.4 | ) | $ | 57.3 | ||||||||||||||||
Middle market loans | 73.8 | (17.0 | ) | (0.8 | ) | (54.0 | ) | 2.0 | |||||||||||||||||||||
Residential mortgage lending segment (5) | 56.6 | (1.7 | ) | (9.6 | ) | (43.7 | ) | 1.6 | |||||||||||||||||||||
Other assets held for sale | 5.9 | — | 3.9 | (8.9 | ) | 0.9 | |||||||||||||||||||||||
Subtotal - discontinued operations and assets held for sale | $ | 331.0 | $ | (37.0 | ) | $ | (18.2 | ) | $ | (214.0 | ) | $ | 61.8 | ||||||||||||||||
Investments in unconsolidated entities | 86.6 | — | 38.3 | (124.3 | ) | 0.6 | |||||||||||||||||||||||
Commercial finance assets | 62.5 | — | — | (62.3 | ) | 0.2 | |||||||||||||||||||||||
Total | $ | 480.1 | $ | (37.0 | ) | $ | 20.1 | $ | (400.6 | ) | $ | 62.6 |
(1) | Reflects adjustments as a result of the designation as assets held for sale or discontinued operations, which occurred during the third and fourth quarters of 2016 except as noted in (2) below. | |
(2) | The impairment adjustment to middle market loans includes $5.4 million of fair value adjustments that occurred prior to the inception of the Plan. | |
(3) | Residential mortgage lending segment and investments in unconsolidated entities include pro forma adjustments of $3.6 million and $4.3 million, respectively, for proceeds received in April 2018. Middle market loans include pro forma adjustments of $14.8 million for proceeds received in May 2018. | |
(4) | Legacy CRE loans includes $118.2 million par value of loans at the inception of the Plan that were not reflected on the consolidated balance sheets until RSO's investment in Resource Real Estate Funding CDO 2007-1 was liquidated in November 2016. | |
(5) | Includes $1.9 million of cash and cash equivalents not classified as assets held for sale in the residential mortgage lending segment at March 31, 2018. | |
SCHEDULE IV
RESOURCE CAPITAL CORP. AND SUBSIDIARIES
CRE LOAN ACTIVITIES
(unaudited)
The following table summarizes RSO's CRE loan activities and fundings of previous commitments, at par, for the periods then ended (in millions):
For the Three Months Ended | |||||||||||||||||||||||||||||||||||||||
March 31, 2018 | December 31, 2017 | September 30, 2017 | June 30, 2017 | March 31, 2017 | December 31, 2016 | September 30, 2016 | June 30, 2016 | ||||||||||||||||||||||||||||||||
New CRE loan commitments | $ | 127.1 | $ | 229.0 | $ | 157.7 | $ | 84.7 | $ | 128.9 | $ | 50.6 | $ | 86.5 | $ | 10.5 | |||||||||||||||||||||||
New CRE preferred equity investment | 19.2 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
Total CRE loan commitments and investments | 146.3 | 229.0 | 157.7 | 84.7 | 128.9 | 50.6 | 86.5 | 10.5 | |||||||||||||||||||||||||||||||
Payoffs and paydowns (1) | (51.5 | ) | (185.7 | ) | (129.5 | ) | (133.6 | ) | (110.7 | ) | (69.1 | ) | (155.9 | ) | (107.2 | ) | |||||||||||||||||||||||
Previous commitments funded | 10.5 | 4.0 | 8.0 | 13.3 | 6.3 | 12.9 | 15.4 | 21.7 | |||||||||||||||||||||||||||||||
New unfunded loan commitments | (13.6 | ) | (24.6 | ) | (23.0 | ) | (8.9 | ) | (14.9 | ) | (3.5 | ) | (6.7 | ) | (3.3 | ) | |||||||||||||||||||||||
Net CRE loans funded | $ | 91.7 | $ | 22.7 | $ | 13.2 | $ | (44.5 | ) | $ | 9.6 | $ | (9.1 | ) | $ | (60.7 | ) | $ | (78.3 | ) |
(1) Activity does not include legacy CRE loans classified as assets held for sale.
SCHEDULE V
RESOURCE CAPITAL CORP. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
Loan Investment Statistics
The following table presents information on RSO's allowances for loan losses and its loans held for sale portfolio at the dates indicated (amounts in thousands, percentages based on amortized cost):
March 31, 2018 | December 31, 2017 | |||||||||||
(unaudited) | ||||||||||||
Allowance for loan losses: | ||||||||||||
Specific allowance: | ||||||||||||
CRE whole loans | $ | 2,500 | $ | 2,500 | ||||||||
Total specific allowance | 2,500 | 2,500 | ||||||||||
General allowance: | ||||||||||||
CRE whole loans | 2,029 | 2,828 | ||||||||||
Total general allowance | 2,029 | 2,828 | ||||||||||
Total allowance for loans | $ | 4,529 | $ | 5,328 | ||||||||
Allowance as a percentage of total loans | 0.3 | % | 0.4 | % | ||||||||
Loans held for sale: | ||||||||||||
Syndicated corporate loans (1) | $ | — | $ | 13 | ||||||||
Total loans held for sale | $ | — | $ | 13 | ||||||||
(1) The fair value option was elected for syndicated corporate loans held for sale.
The following table presents unaudited CRE loan portfolio statistics at March 31, 2018, excluding legacy CRE loans classified as assets held for sale (percentages based on carrying value at March 31, 2018): | |||
Loan type: | |||
Whole loans | 98.6 | % | |
Preferred equity investment | 1.4 | % | |
Total | 100.0 | % | |
Collateral type: | |||
Multifamily | 48.6 | % | |
Office | 20.2 | % | |
Retail | 18.3 | % | |
Hotel | 8.6 | % | |
Manufactured Housing | 2.0 | % | |
Industrial | 1.4 | % | |
Self-Storage | 0.9 | % | |
Total | 100.0 | % | |
Collateral by NCREIF U.S. region: | |||
Southwest (1) | 28.3 | % | |
Pacific (2) | 24.5 | % | |
Mountain (3) | 12.7 | % | |
Southeast (4) | 10.8 | % | |
Northeast (5) | 9.0 | % | |
Mid Atlantic (6) | 8.8 | % | |
East North Central | 5.1 | % | |
West North Central | 0.8 | % | |
Total | 100.0 | % |
(1) | CRE loans in Texas represent 26.2% of the total loan portfolio. | |
(2) | CRE loans in Southern and Northern California represent 14.3% and 7.8%, respectively, of the total loan portfolio. | |
(3) | CRE loans in Arizona represent 5.4% of the total loan portfolio. | |
(4) | CRE loans in Florida represent 8.1% of the total loan portfolio. | |
(5) | CRE loans in Pennsylvania represent 5.2% of the total loan portfolio. | |
(6) | CRE loans in North Carolina represent 5.8% of the total loan portfolio. | |
CONTACT:
DAVID J. BRYANT
CHIEF FINANCIAL OFFICER
RESOURCE CAPITAL CORP.
717 Fifth Avenue
New York, NY 10022
212-621-3210