UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2014

 

 

Resource Capital Corp.

(Exact name of registrant as specified in its chapter)

 

 

 

Maryland   1-32733   20-2287134

(State or other jurisdiction

or incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

712 Fifth Avenue, 12th Floor

New York, NY

  10019
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 212-974-1708

(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:

 

¨ 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 7.01 Regulation FD Disclosure.

On September 30, 2014, Resource Capital Corp. (NYSE: RSO) (the “Company”) presented at the JMP Securities Financial Services & Real Estate Conference in New York, New York. A copy of the Company’s presentation is included as Exhibit 99.1 to this report.

The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) The exhibit furnished as part of this report is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.


SIGNATURE(S)

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.

 

      Resource Capital Corp.
     

/s/ David J. Bryant

September 30, 2014       David J. Bryant
      Chief Financial Officer


Exhibit Index

 

Exhibit
No.
  

Description

EX 99.1    Presentation


Resource Capital Corp.
September 2014
Exhibit 99.1


1
1
Safe Harbor
This
presentation
contains
forward-looking
statements
that
involve
risks
and
uncertainties.
These
forward-looking
statements
are
not
historical
facts
but
rather
are
based
on
our current beliefs, assumptions and expectations. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which
are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in
our
forward-looking
statements.
You
should
not
place
undue
reliance
on
these
forward-looking
statements,
which
reflect
our
view
only
as
of
the
date
of
this
presentation.
We use words such as “anticipate,”
“expect,”
“intend,”
“plan,”
“believe,”
“seek,”
“estimate,”
and variations of these words and similar expressions to identify forward-looking
statements. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:
changes in our industry, interest rates, the debt securities markets, real estate markets or the general economy;
increased rates of default and/or decreased recovery rates on our investments;
the performance and financial condition of our borrowers;
the cost and availability of our financings, which depends in part on our asset quality, the nature of our relationships with our lenders and other capital providers, our
business prospects and outlook and general market conditions;
the availability and attractiveness of terms of additional debt repurchases;
availability, terms and deployment of short-term and long-term capital;
availability of, and ability to retain, qualified personnel;
changes in our business strategy;
availability of investment opportunities in commercial real estate-related and commercial finance assets;
the resolution of our non-performing and sub-performing assets;
our ability to comply with financial covenants in our debt instruments;
the degree and nature of our competition;
the adequacy of our cash reserves and working capital;
the timing of cash flows, if any, from our investments;
unanticipated increases in financial and other costs, including a rise in interest rates;
our
ability
to
maintain
compliance
with
over-collateralization
and
interest
coverage
tests
in
our
CDOs
and/or
CLOs;
our dependence on our Manager and ability to find a suitable replacement in a timely manner, or at all, if we or our Manager were to terminate the management
agreement;
environmental and/or safety requirements;
our ability to satisfy complex rules in order for us to qualify as a REIT, for federal income tax purposes and qualify for our exemption under the Investment Company
Act of 1940, as amended, and our ability and the ability of our subsidiaries to operate effectively within the limitations imposed by these rules;
legislative and regulatory changes (including changes to laws governing the taxation of REITs or the exemptions from registration as an investment company); and
other factors discussed under Item IA. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2013 and those factors that may be
contained in any subsequent filing we make with the Securities Exchange Commission.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this presentation might not occur and actual results, performance
or achievement could differ materially from that anticipated or implied in the forward-looking statements.


2
Business Overview
(1)
Reflects common and preferred equity as of August 20, 2014
(2)
As of June 30, 2014
(3)
Paid last quarter
Exchange / Ticker
NYSE: "RSO"
Business Structure
REIT
Total
Market
Capitalization
(1)
$970 million
Investment
Portfolio
(2) 
$2.6 billion
Dividend
paid
(3)
$0.20/share


RSO
is
a
REIT
primarily
focused
on
originating,
underwriting
and
investing
in
transitional commercial real estate mortgage loans
Approximately $2.6 billion in assets as of June 30, 2014
Provides customized financing solutions throughout the US to commercial real estate
borrowers in multi-family, office, retail, hotel and other property classes
Well established and seasoned direct origination platform
Floating-rate assets (LIBOR based) provide protection against rising interest rates
Committed and experienced sponsor and management team
Approximately
5.2%
ownership
by
management
team
and
affiliates
Assets are predominantly term-funded
RSO had $222 million of unrestricted cash as of June 30, 2014
Resource Capital Corp. Overview
3


4
Powerful and Established CRE Platform
Powerful core real estate platform and established management team in origination,
acquisition, asset management and securitization of real estate debt and debt
securities
Dedicated team of 14 professionals bolstered by 35 additional professionals at
Resource Real Estate
Solid origination team that focuses on transitional real estate loans. By having our own
origination team, we maximize our ability to control the assets and monitor credit
quality
Management team has worked together for over 10 years; we still have the same team
intact as before the crisis, and it is experienced in investing in a broad range of
economic conditions
Objective is to generate mid-teen returns (14-17%) on equity and grow Book Value. 
RSO has generated AFFO/BV returns of  approximately 17% over  the last two years


Return on Equity in CRE Loans
Illustrative Example of a $15.75 Million Loan
Notes:
*
Loan
terms
are
based
on
the
weighted
average
loan
terms
of
the
two
most
recent
securitizations
*  Cost
of
financing
is
based
on
the
weighted
average
costs
of
the
two
most
recent
securitizations
and
are
fully
loaded
to
include
all
deal
expenses
*  LIBOR is assumed to be 0.16%
*  Fees
are
collected
on
the
entire
loan
amount,
in
this
case
$15.75
mm.
Typical
loan
size
ranges
from
$7-$50
million.
Terms of Loan
Loan Amount
$15,750,000
Coupon
5.75%
Financing
75.00%
Cost of Financing
2.44%
Origination Fee
1.00%
Exit Fee
0.50%
Typical Loan Term
3 years
ROE Calculation
Balance
Rate
Total
Loan
$15,750,000
5.75%
$905,625
Financing at 75%
11,812,500
2.44%
288,225
RSO Return
$617,400
RSO Equity
3,937,500
RSO Return On Equity (Exclusive of Fees)
15.68%
Amortized Origination Fee
$15,750,000
0.33%
$52,500
RSO Return
669,900
RSO Equity
3,937,500
RSO Return On Equity (Inclusive of Origination Fee)
17.01%
Exit Fee
$15,750,000
0.50%
$78,750
5


Real Estate Loan Originations By Year
6
* Note:  2014 values are through September 30, 2014, including loans closed and in process of closing.
0
100
200
300
400
500
600
700
800
2010
2011
2012
2013
2014*
CAGR=   200 %


Origination and Underwriting Process
7
75%
rejected prior to
detailed review
50%
rejected after
review
$1bn in ongoing
origination pipeline
BID
Only ~12.5% of potential
transactions meet our
underwriting standards
*
Originators in New
York and Los
Angeles generate
new real estate
investments
Lead originator and
underwriting team
conduct preliminary
due diligence
(property level
review, financial
considerations)
Lead originator
prepares Final
Investment Memo
for Investment
Committee review
Originators and
senior management
meet weekly to
discuss status of
portfolio and
deal
pipeline
Lead originator
prepares Preliminary
Investment Memo
for Credit
Committee;
“pre-committee”
of
senior management
reviews it
Investment
Committee meets;
loan must be
approved in writing
by every member
and verbally by three
independent board
members*
A specific lead
originator is
assigned
responsibility
for
preliminary
due
diligence
Credit Committee
reviews loan and, if
it is deemed viable,
lead originator
prepares
application/term
sheet and checklist
of info needed
Outside counsel
prepares closing
documents; internal
Document Review
Team verifies
completeness
and
accuracy
Small group of
senior
management
meets with
lead
originator
Lead originator
and team complete
full due diligence
(site visit, cash flow
analysis, legal,
background, and
third-party reports)
Closing: authorized signer
reviews and approves
each document being
executed; CFO approves
funding of the investment
Rigorous Underwriting Process
General Counsel tracks approval for each loan by independent Board members. Full Board approves any loan over $45 million and is advised of any loan over $30 million.


CRE Loan Portfolio Details
8
* As of 6/30/2014; note percentages may not sum to 100% due to rounding.
Substantial
portfolio
diversification
supports
our
strong
credit
performance
Total CRE Loan Portfolio by Property Type
Total = $1,043 mm
Multifamily 
42%
Hotel 
19%
Retail 
17%
Office 
15%
Mixed Use 
3%
Industrial 
1%
Other
3%


9
Loans are currently financed on a $250 million term financing facility with Wells Fargo Bank
and a $200 million term financing facility with Deutsche Bank
Returned to the securitization market in December of 2013 and again in July 2014, which
allows RSO’s assets to be match funded with no recourse
Securitization also increases the Company’s ability to efficiently lever RSO’s real estate
portfolio
Securitization frees up capacity on the term financing facilities allowing us to continue to
expand our loan originations
9
CRE Loan Financing
The term financing facilities are being utilized as we aggregate collateral and make plans to
access the securitized financing markets to optimally match fund our assets


CRE portfolio by loan type
Total $1.04 billion
Portfolio shown as of 6/30/2014
Mezzanine loans
7%
B notes
1%
Whole loans
92%
10


CMBS Activities
11
RSO has a dedicated CMBS team that manages a portfolio of approximately $330 million
CMBS
AAA
bonds
are
financed
on
a
$100
million
term
facility
with
Wells
Fargo
CMBS bonds are used as cash substitute and for opportunistic purchases
The duration of the majority of the CMBS portfolio is short, limiting interest rate risk
The portfolio is diverse with over 90 different positions
The objective of the CMBS program is:
To utilize cash to provide attractive short term investments
To enhance yields with the use of prudent leverage
To choose investments with no risk of principal loss


12
Historical Net Charge-offs of RSO Real Estate
and CMBS Investments vs. Peers
0.02%
0.41%
3.30%
3.47%
1.28%
1.68%
0.08%
0.92%
5.05%
9.07%
3.56%
6.51%
0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
2007
2008
2009
2010
2011
2012
RSO
Peer mean*
*Source: SNL
* Peer mean includes Arbor Realty Trust (ABR), Gramercy Capital Corp. (GKK), Northstar Realty Finance (NRF), RAIT Financial Trust (RAS) and iStar Financial (SFI)


Leveraged/Middle Market Loans
&
Commercial Finance
13


14
Corporate credit fundamental picture is healthy
Default rates are low and are projected to stay low
Leverage multiples are staying intact
New Issue CLO activity
Better performing managers have access to the market again
Through RCAM, a subsidiary of RSO, the Company receives senior, subordinated and the right to incentive fees related to the
management of three CLOs totaling approximately $1.1 billion in AUM.
14
Corporate/Middle Market Loan Portfolio
Bank
Loan
Portfolio
6/30/2014
Comprised of
(Amount in Thousands):
Principal/Face
Unamortized Discount
Carrying Value
Loans held in CLO’s & Middle Market Loans
724,529
(2,521)
722,008
Loan allowances
(669)
Loans, net of allowances
721,339
Securities held in CLO’s  (ABS & Corporate Bonds)
36,827
Net Bank Loan Portfolio
758,166


Total = $758 mm
Bank Loan Portfolio Details
15
* As of 6/30/2014
Substantial
portfolio
diversification
supports
our
strong
credit
performance
Total Bank Loan Portfolio by Industry
Healthcare, Education and Childcare
Diversified/Conglomerate Service
Broadcasting and Entertainment
Automobile
Chemicals, plastics and rubber
Telecommunications
Hotels, Motels, Inns, and Gaming
Personal Food and Misc. Services
Other
CDO
Finance
Diversified/Conglomerate Manufacturing
15%
12%
6%
6%
5%
5%
3%
4%
4%
4%
5%
3%
3%
25%
Retail
Leisure


Company Summary
16


RSO Portfolio
Commercial Real Estate
Leveraged Loans
Other Credit
Opportunities
Types of Assets
Commercial Mortgages
Senior Whole Loans
Mezzanine Loans
CMBS
Structured Investments in Real Estate
Equity Investments in Real Estate
Corporate Bank
Loans covering
a wide array of
industries and
ABS
Middle market
corporate loans;
self-originated
and syndicated
loans
Preferred equity
stake in Leasing JV
Proprietary
Structured   
Products
Residential
Mortgage Platform
Structure
4 CRE Securitizations &
3 Term Warehouse Facilities
4 Bank Loan
CLOs and Ramp
Portfolio
Taxable REIT
Subsidiaries
Equity Allocation
65%
27%
8%
Asset Breakdown
($2.6 billion)
65%
30%
5%
Return on Equity
12-19%
15-20%
10-35%
17


18
Clean Balance Sheet
Leverage Since 12/31/08
During FY 2010, RSO repurchased
$46.9 million of its CDO notes at a
37% discount to par
During FY 2011, RSO repurchased
$10.0 million of its CDO notes at a
39% discount to par
During FY2012 RSO repurchased
$87.1 million of its CDO notes at a
21% discount to par
CDO Compliance
Maturing Debt
Open Market Repurchases
All RSO structured finance
vehicles continue to pay all
classes according to their terms
Compliant with OC and IC tests
as of 7/31/14 and have never
failed either test since inception
Only short-term debt matches
funding of AAA CMBS purchases
with short-term maturities
Nearly all debt outstanding is
long-dated funding through
structured finance vehicles,
convertible notes and Trups
9.1x
10.0x
9.6x
9.3x
6.7x
6.3x
5.3x
4.8x
4.5x
3.5x
3.4x
3.6x
4.2x
3.9x
3.7x
2.9x
2.9x
2.5x
2.0x
1.8x
1.7x
1.9x
1.7x
Q4'08
Q1'09
Q2'09
Q3'09
Q4'09
Q1'10
Q2'10
Q3'10
Q4'10
Q1'11
Q2'11
Q3'11
Q4'11
Q1'12
Q2'12
Q3'12
Q4'12
Q1'13
Q2'13
Q3'13
Q4'13
Q1'14
Q2'14
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x


Maintained a cash dividend and paid $10.72 in dividends since inception in March 2005
Powerful
core
platforms
and
established
management
teams
in
real
estate
lending
and
broadly syndicated corporate loans
Cleaned up balance sheet and brought leverage down from a high of 10.0x to 1.7x as of
June 30, 2014
Floating-rate assets (LIBOR based) provide protection against rising interest rates
Significantly decreased legacy portfolio
Took advantage of the displaced market and bought deeply discounted bonds and bank
loans and sold them for substantial profit
Upsized and extended an existing CRE term financing facility to $250 million through
2017 and recently closed an additional $200 million CRE term financing facility
Extended and modified CMBS term financing facility
Closed Real Estate Securitizations in December 2013 and in July 2014
RSO Highlights
19
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