Exhibit 99.2
RAIT AND TABERNA
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following sets forth the unaudited pro forma condensed consolidated balance sheet of RAIT and Taberna as of September 30, 2006 and the unaudited pro forma condensed consolidated statements of income for the nine-month period ended September 30, 2006 and for the year ended December 31, 2005. The unaudited pro forma condensed consolidated financial information is presented as if the merger occurred on September 30, 2006 for balance sheet purposes and as of the beginning of the periods presented for income statement purposes. Taberna commenced operations on April 28, 2005; therefore, Taberna’s results of operations include the period from April 28, 2005 through December 31, 2005 and the nine-month period ended September 30, 2006.
The unaudited pro forma condensed consolidated financial statements included in this Current Report on Form 8-K are presented for illustrative purposes only and are not a measurement of the historical performance of the combined entity. This information includes various estimates and may not necessarily be indicative of the financial condition or results of operations that would have occurred if the merger had been completed on the date or at the beginning of the period indicated or which may be obtained in the future. This pro forma financial information does not reflect any operating efficiencies and cost savings RAIT may achieve as a result of the merger, nor any expenses associated with achieving those benefits. The unaudited pro forma condensed consolidated balance sheet and income statements and accompanying notes should be read in conjunction with the historical consolidated financial statements of RAIT, as previously filed with the SEC, and of Taberna included in Exhibits 99.3 and 99.4 to this Current Report on Form 8-K.
The statements contained in this filing may include forward-looking statements within the meaning of the U.S. federal securities laws. Although RAIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks and uncertainties that could cause actual results to differ materially from the expected results. These risks and uncertainties include, but are not limited to, uncertainties affecting real estate businesses generally, risks relating to acquisition activities and risks relating to leasing and re-leasing activities. Additional information on factors which could impact RAIT and the forward-looking statements contained herein, are detailed in RAIT’s filings with the SEC.
RAIT Financial Trust
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2006
(In 000’s, except share and per share information)
| | | | | | | | | | | | | | | | |
| | RAIT Historical (A) | | | Taberna Historical (B) | | | Adjustments | | | Pro Forma Consolidated | |
Assets | | | | | | | | | | | | | | | | |
Investments in securities | | $ | — | | | $ | 4,775,838 | | | $ | (45,117 | )(C) | | $ | 4,730,721 | |
Investment in real estate loans and related receivables | | | 1,036,659 | | | | 4,169,795 | | | | (51,997 | )(C) | | | 5,154,457 | |
Unconsolidated real estate interests | | | 41,785 | | | | — | | | | — | | | | 41,785 | |
Consolidated real estate interests | | | 47,732 | | | | — | | | | — | | | | 47,732 | |
Consolidated real estate interests held for sale | | | 13,692 | | | | — | | | | — | | | | 13,692 | |
Cash and cash equivalents | | | 43,661 | | | | 46,748 | | | | (12,542 | )(D) | | | 77,867 | |
Restricted cash | | | 53,640 | | | | 233,954 | | | | — | | | | 287,594 | |
Warehouse deposits | | | — | | | | 50,504 | | | | — | | | | 50,504 | |
Accrued interest receivable | | | 16,543 | | | | 82,592 | | | | — | | | | 99,135 | |
Prepaid expenses and other assets | | | 15,813 | | | | 32,510 | | | | (6,490 | )(C) | | | 41,833 | |
Deferred costs, net of accumulated amortization | | | — | | | | 185,221 | | | | (185,221 | )(C) | | | — | |
Goodwill | | | 887 | | | | — | | | | 116,200 | (B) | | | 117,087 | |
Identifiable intangible assets | | | — | | | | — | | | | 132,061 | (C) | | | 132,061 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 1,270,412 | | | $ | 9,577,162 | | | $ | (53,106 | ) | | $ | 10,794,468 | |
| | | | | | | | | | | | | | | | |
| | | | |
Liabilities and Shareholder’s Equity | | | | | | | | | | | | | | | | |
Indebtedness: | | | | | | | | | | | | | | | | |
Unsecured line of credit | | $ | 335,000 | | | $ | — | | | $ | — | | | $ | 335,000 | |
Mortgage securitization notes payable | | | — | | | | 3,842,928 | | | | (25,366 | )(C) | | | 3,817,562 | |
Trust preferred obligations | | | — | | | | 518,968 | | | | 2,610 | (C) | | | 521,578 | |
CDO notes payable | | | — | | | | 4,174,218 | | | | (142,772 | )(C) | | | 4,031,446 | |
Liabilities related to assets held for sale | | | 7,122 | | | | — | | | | — | | | | 7,122 | |
Other senior debt | | | 241,514 | | | | 304,432 | | | | — | | | | 545,946 | |
| | | | | | | | | | | | | | | | |
| | | 583,636 | | | | 8,840,546 | | | | (165,528 | ) | | | 9,258,654 | |
Accrued interest payable | | | 3,257 | | | | 57,279 | | | | — | | | | 60,536 | |
Accounts payable and accrued expenses | | | 7,079 | | | | 20,051 | | | | — | | | | 27,130 | |
Dividends payable | | | 20,272 | | | | 17,293 | | | | — | | | | 37,565 | |
Real estate loan escrows | | | 43,218 | | | | — | | | | — | | | | 43,218 | |
Due to broker and other liabilities | | | — | | | | 48,414 | | | | (15,957 | )(C) | | | 32,457 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 657,462 | | | | 8,983,583 | | | | (181,485 | ) | | | 9,459,560 | |
Minority interest | | | 447 | | | | 210,442 | | | | (98,969 | )(C) | | | 111,920 | |
Series A preferred stock of RT Sub, $0.001 par value per share, 125 shares issued and outstanding (pro forma), $1,000 liquidation value per share | | | — | | | | — | | | | 125 | (C) | | | 125 | |
| | | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | |
Preferred shares, $0.01 par value per share, 25,000,000 shares authorized; 7.25% Series A Cumulative redeemable preferred shares, liquidation preference $25.00 per share; 2,760,000 shares issued and outstanding | | | 28 | | | | — | | | | — | | | | 28 | |
Preferred shares, $0.01 par value per share, 25,000,000 shares authorized; 8.375% Series B Cumulative redeemable preferred shares, liquidation preference $25.00 per share; 2,258,300 shares issued and outstanding | | | 23 | | | | — | | | | — | | | | 23 | |
Common shares, $0.01 par value per share, 200,000,000 shares authorized, 28,155,105 (historical) and 52,053,490 (pro forma) outstanding (including 486,043 unvested restricted shares discussed in note B) | | | 281 | | | | 432 | | | | (198 | )(E) | | | 515 | |
Additional paid in capital | | | 607,071 | | | | 423,137 | | | | 186,989 | (E) | | | 1,217,197 | |
Accumulated other comprehensive income (loss) | | | (1,205 | ) | | | (27,301 | ) | | | 27,301 | (E) | | | (1,205 | ) |
Retained earnings | | | 6,305 | | | | (13,131 | ) | | | 13,131 | (E) | | | 6,305 | |
| | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 612,503 | | | | 383,137 | | | | 227,223 | | | | 1,222,863 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 1,270,412 | | | $ | 9,577,162 | | | | (53,106 | ) | | $ | 10,794,468 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of this financial statement.
RAIT Financial Trust
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the nine months ended September 30, 2006
(In 000’s, except share and per share information)
| | | | | | | | | | | | | | | | |
| | RAIT Historical (A) | | | Taberna Historical (B) | | | Adjustments | | | Pro Forma Consolidated | |
Revenue: | | | | | | | | | | | | | | | | |
Investment interest income | | $ | 71,776 | | | $ | 385,590 | | | | 13,054 | (F) | | $ | 470,420 | |
Investment interest expense | | | (19,516 | ) | | | (341,175 | ) | | | (16,061 | )(G) | | | (376,752 | ) |
Provision for loan loss | | | — | | | | (4,575 | ) | | | — | | | | (4,575 | ) |
Change in fair value of free standing derivatives | | | — | | | | 11,813 | | | | — | | | | 11,813 | |
Change in fair value of residential mortgage derivatives | | | — | | | | (3,683 | ) | | | — | | | | (3,683 | ) |
| | | | | | | | | | | | | | | | |
Net interest margin | | | 52,260 | | | | 47,970 | | | | (3,007 | ) | | | 97,223 | |
Rental income | | | 9,553 | | | | — | | | | — | | | | 9,553 | |
Fee income and other | | | 11,702 | | | | 2,070 | | | | — | | | | 13,772 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 73,515 | | | | 50,040 | | | | (3,007 | ) | | | 120,548 | |
Expenses: | | | | | | | | | | | | | | | | |
Compensation expense | | | 5,552 | | | | 11,106 | | | | 157 | (H) | | | 16,815 | |
General and administrative | | | 3,158 | | | | 6,121 | | | | — | | | | 9,279 | |
Real estate operating expenses | | | 5,461 | | | | — | | | | — | | | | 5,461 | |
Real estate interest expense | | | 1,017 | | | | — | | | | — | | | | 1,017 | |
Depreciation expense | | | 917 | | | | — | | | | — | | | | 917 | |
Amortization of intangible assets | | | — | | | | — | | | | 23,963 | (I) | | | 23,963 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 16,105 | | | | 17,227 | | | | 24,120 | | | | 57,452 | |
| | | | | | | | | | | | | | | | |
Income before other income, MI and taxes | | | 57,410 | | | | 32,813 | | | | (27,127 | ) | | | 63,096 | |
Interest and other income | | | 710 | | | | 8,086 | | | | — | | | | 8,796 | |
Merger related costs | | | — | | | | (5,685 | ) | | | — | | | | (5,685 | ) |
Unrealized gain on interest rate hedges | | | — | | | | 34,566 | | | | — | | | | 34,566 | |
| | | | | | | | | | | | | | | | |
Income before MI and taxes | | | 58,120 | | | | 69,780 | | | | (27,127 | ) | | | 100,773 | |
Minority interest | | | (18 | ) | | | (26,266 | ) | | | 4,034 | (J) | | | (22,250 | ) |
| | | | | | | | | | | | | | | | |
Income before taxes | | | 58,102 | | | | 43,514 | | | | (23,093 | ) | | | 78,523 | |
Provision for income taxes | | | — | | | | (9,237 | ) | | | — | | | | (9,237 | ) |
| | | | | | | | | | | | | | | | |
Net income from continuing operations | | $ | 58,102 | | | $ | 34,277 | | | $ | (23,093 | ) | | $ | 69,286 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations per share—basic | | $ | 1.81 | | | $ | 0.80 | | | | | (K) | | $ | 1.20 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations per share—diluted | | $ | 1.80 | | | $ | 0.79 | | | | | (K) | | $ | 1.20 | |
| | | | | | | | | | | | | | | | |
Weighted average shares—basic | | | 27,977,558 | | | | 42,908,310 | | | | | (L) | | | 51,389,901 | |
| | | | | | | | | | | | | | | | |
Weighted average shares—diluted | | | 28,102,400 | | | | 43,255,075 | | | | | (L) | | | 51,514,743 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of this financial statement.
RAIT Financial Trust
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year ended December 31, 2005
(In 000’s, except share and per share information)
| | | | | | | | | | | | | | | | |
| | RAIT Historical (A) | | | Taberna Historical (B) | | | Adjustments | | | Pro Forma Consolidated | |
Revenue: | | | | | | | | | | | | | | | | |
Investment interest income | | $ | 86,174 | | | $ | 101,720 | | | $ | 17,406 | (M) | | $ | 205,300 | |
Investment interest expense | | | (12,933 | ) | | | (90,847 | ) | | | (21,415 | )(N) | | | (125,195 | ) |
Provision for loan loss | | | — | | | | (641 | ) | | | — | | | | (641 | ) |
Change in fair value of free standing derivatives | | | — | | | | 10,206 | | | | — | | | | 10,206 | |
Change in fair value of residential mortgage derivatives | | | — | | | | 1,769 | | | | — | | | | 1,769 | |
| | | | | | | | | | | | | | | | |
Net interest margin | | | 73,241 | | | | 22,207 | | | | (4,009 | ) | | | 91,439 | |
Rental income | | | 12,164 | | | | — | | | | — | | | | 12,164 | |
Fee income and other | | | 7,043 | | | | 1,792 | | | | — | | | | 8,835 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 92,448 | | | | 23,999 | | | | (4,009 | ) | | | 112,438 | |
Expenses: | | | | | | | | | | | | | | | | |
Compensation expense | | | 5,117 | | | | 7,465 | | | | 1,111 | (O) | | | 13,693 | |
General and administrative | | | 4,212 | | | | 3,402 | | | | — | | | | 7,614 | |
Real estate operating expenses | | | 7,151 | | | | — | | | | — | | | | 7,151 | |
Real estate interest expense | | | 78 | | | | — | | | | — | | | | 78 | |
Depreciation expense | | | 1,194 | | | | — | | | | — | | | | 1,194 | |
Amortization of intangible assets | | | — | | | | — | | | | 31,951 | (P) | | | 31,951 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 17,752 | | | | 10,867 | | | | 33,062 | | | | 61,681 | |
| | | | | | | | | | | | | | | | |
Income before other income, MI and taxes | | | 74,696 | | | | 13,132 | | | | (37,071 | ) | | | 50,757 | |
Interest and other income | | | 576 | | | | 5,308 | | | | — | | | | 5,884 | |
Loss on sale of unconsolidated real estate interests | | | (198 | ) | | | — | | | | — | | | | (198 | ) |
Unrealized gain on interest rate hedges | | | — | | | | 19,608 | | | | — | | | | 19,608 | |
| | | | | | | | | | | | | | | | |
Income before MI and taxes | | | 75,074 | | | | 38,048 | | | | (37,071 | ) | | | 76,051 | |
Minority interest | | | (33 | ) | | | (11,392 | ) | | | 5,379 | (Q) | | | (6,046 | ) |
| | | | | | | | | | | | | | | | |
Income before taxes | | | 75,041 | | | | 26,656 | | | | (31,692 | ) | | | 70,005 | |
Provision for income taxes | | | — | | | | (9,803 | ) | | | — | | | | (9,803 | ) |
| | | | | | | | | | | | | | | | |
Net income from continuing operations | | $ | 75,041 | | | $ | 16,853 | | | $ | (31,692 | ) | | $ | 60,202 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations per share—basic | | $ | 2.48 | | | $ | 0.50 | | | | | (R) | | $ | 1.01 | |
| | | | | | | | | | | | | | | | |
Net income from continuing operations per share—diluted | | $ | 2.46 | | | $ | 0.50 | | | | | (R) | | $ | 1.01 | |
| | | | | | | | | | | | | | | | |
Weighted average shares—basic | | | 26,235,134 | | | | 33,835,490 | | | | | (S) | | | 49,647,477 | |
| | | | | | | | | | | | | | | | |
Weighted average shares—diluted | | | 26,419,693 | | | | 34,003,545 | | | | | (S) | | | 49,832,036 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of this financial statement.
RAIT Financial Trust
Notes to Pro Forma Condensed Consolidated Financial Information
($ in Thousands, except per share data)
(Unaudited)
(A) | Represents the historical consolidated financial statements of RAIT Investment Trust as previously filed as an exhibit in the Current Report on Form 8-K filed on January 3, 2007 for the year ended December 31, 2005 and the nine months ended September 30, 2006. Certain reclassifications were made to these financial statements to conform to the presentation herein. |
(B) | Represents the historical consolidated financial statements of Taberna Realty Finance Trust as of September 30, 2006, for the nine-month period ended September 30, 2006 and for the period from April 28, 2005 through December 31, 2005. This information was derived from the historical consolidated financial statements of Taberna included elsewhere in this Current Report on Form 8-K. |
The following notes discuss the pro forma adjustments associated with the unaudited pro forma condensed consolidated balance sheet of RAIT Financial Trust as of September 30, 2006.
(C) | The merger was accounted for using the purchase method of accounting in accordance with SFAS No. 141. SFAS No. 141 requires the total purchase price consideration for Taberna to be ascribed to the fair value of the assets acquired and liabilities assumed in the merger. |
The merger of RAIT and Taberna was a stock for stock merger set using a fixed exchange ratio. The purchase price for Taberna common shares was set on the date of announcement and no adjustments to that purchase price were made for changes in RAIT’s stock price. An average of RAIT’s stock price for 2 days before and after the announcement of the merger was used for purposes of determining the purchase price for Taberna’s common shares. The total purchase price was derived as follows:
| | | | |
Taberna common shares outstanding as of September 30, 2006 | | | 44,350,105 | |
Unvested restricted shares that will continue to vest post-merger | | | (905,416 | ) |
| | | | |
Total Taberna common shares | | | 43,444,689 | |
Fixed exchange ratio | | | 0.5389 | |
| | | | |
RAIT shares to be issued as consideration | | | 23,412,343 | |
Average per share stock price for RAIT shares to be issued in the merger | | $ | 26.07 | |
| | | | |
Purchase price for Taberna common shares | | $ | 610,360 | |
Estimated fees and expenses related to the merger | | | 12,667 | |
| | | | |
Total purchase price | | $ | 623,027 | |
| | | | |
During June and September 2006, Taberna issued 696,833 restricted shares to its employees and trustees. These awards vest quarterly over three or four years and contain a provision that the unvested shares at the date the merger with RAIT is completed will not fully vest. The unvested awards were exchanged into RAIT common shares and will continue to vest based upon the remaining original vesting provisions. Additionally, the Chairman and Chief Executive Officer of Taberna agreed to waive the vesting of any unvested restricted shares held by him as a result of the merger with RAIT. As a result of these facts, only the vested portion of these awards on the merger date were considered part of the merger consideration and the unvested shares totaling 905,416 restricted shares converted into 487,929 RAIT common shares based on the fixed exchange ratio. The vesting of these 487,929 RAIT common shares will be expensed post-merger in RAIT’s financial statements based upon the fair value of these shares on the merger completion date.
The total purchase price was allocated to the fair value of the assets acquired and liabilities assumed from Taberna as follows:
| | | | | | | | | | | | |
Description | | Taberna Historical at September 30, 2006 | | | Estimated Fair Value | | | Pro Forma Adjustment | |
Assets acquired: | | | | | | | | | | | | |
Investments in securities | | $ | 4,775,838 | | | $ | 4,730,721 | | | $ | (45,117 | ) |
Investments in real estate loans and related receivables | | | 4,169,795 | | | | 4,117,798 | | | | (51,997 | ) |
Cash and cash equivalents | | | 46,748 | | | | 46,748 | | | | — | |
Restricted cash | | | 233,954 | | | | 233,954 | | | | — | |
Warehouse deposits | | | 50,504 | | | | 50,504 | | | | — | |
Accrued interest receivable | | | 82,592 | | | | 82,592 | | | | — | |
Prepaids and other assets | | | 32,510 | | | | 26,020 | | | | (6,490 | ) |
Deferred costs, net | | | 185,221 | | | | — | | | | (185,221 | ) |
Goodwill | | | — | | | | 116,200 | | | | 116,200 | |
Intangible assets | | | — | | | | 132,061 | | | | 132,061 | |
Liabilities assumed: | | | | | | | | | | | | |
Mortgage securitization notes payable | | | (3,842,928 | ) | | | (3,817,562 | ) | | | 25,366 | |
Trust preferred obligations | | | (518,968 | ) | | | (521,578 | ) | | | (2,610 | ) |
CDO notes payable | | | (4,174,218 | ) | | | (4,031,446 | ) | | | 142,772 | |
Other senior debt | | | (304,432 | ) | | | (304,432 | ) | | | — | |
Accrued interest payable | | | (57,279 | ) | | | (57,279 | ) | | | — | |
Accounts payable and accrued expenses | | | (20,051 | ) | | | (20,051 | ) | | | — | |
Dividends payable | | | (17,293 | ) | | | (17,293 | ) | | | — | |
Due to broker and other liabilities | | | (48,414 | ) | | | (32,457 | ) | | | 15,957 | |
Minority interests | | | (210,442 | ) | | | (111,473 | ) | | | 98,969 | |
| | | | | | | | | | | | |
Total | | $ | 383,137 | | | $ | 623,027 | | | $ | 239,890 | |
| | | | | | | | | | | | |
Additionally, prior to the merger, RT Sub issued Series A preferred stock in a private placement. The Series A preferred stock is cumulative, non-voting preferred stock and will have a par value of $0.001 per share. The Series A preferred stock has a liquidation value of $1,000 per share and dividends will accrue at the rate of 12.5% per annum. The Series A preferred stock are redeemable by RT Sub at any time in exchange for the redemption price. The redemption price requires a premium to the liquidation value of the Series A preferred stock if they are redeemed prior to January 1, 2012. The liquidation premium ranges from $200 per share until December 31, 2008 and declines annually to $50 per share to December 31, 2011. RT Sub issued 725 shares of Series A preferred stock in a private placement as follows: 600 shares of Series A preferred stock to RAIT that will eliminate in consolidation and 125 shares of Series A preferred stock to third-party private investors, none of whom is affiliated with RAIT or Taberna.
(D) | Represents the payment of estimated merger related fees and expenses of $12.7 million described above and net of $0.1 million in proceeds from RT Sub’s issuance of 125 shares of Series A preferred stock described above. The estimated merger related fees and expenses include fees paid to investment bankers, legal and accounting costs and other miscellaneous costs. |
(E) | Adjustments to shareholders’ equity associated with the removal of Taberna’s historical balances and the issuance of RAIT common shares in the merger. The adjustment was computed as follows: |
| | | | |
Purchase price for Taberna common shares | | $ | 610,360 | |
Average stock price RAIT shares to be issued in the merger per share | | $ | 26.07 | |
| | | | |
Total RAIT shares assumed to be issued | | | 23,412,343 | |
| | | | |
Par value of RAIT shares to be issued | | $ | 234 | |
Additional paid in capital for RAIT shares issued | | | 610,126 | |
Removal of historical Taberna equity | | | (383,137 | ) |
| | | | |
Pro forma equity adjustment | | $ | 227,223 | |
| | | | |
The pro forma adjustments by financial statement caption were computed as follows:
| | | | | | | | | | | |
| | Removal of Taberna Historical Amounts | | | Issuance of RAIT Common Shares | | Pro Forma Adjustment | |
Common shares-par value | | $ | (432 | ) | | $ | 234 | | $ | (198 | ) |
Additional paid in capital | | | (423,137 | ) | | | 610,126 | | | 186,989 | |
Accumulated other comprehensive loss | | | 27,301 | | | | — | | | 27,301 | |
Retained earnings | | | 13,131 | | | | — | | | 13,131 | |
| | | | | | | | | | | |
Total | | $ | (383,137 | ) | | $ | 610,360 | | $ | 227,223 | |
| | | | | | | | | | | |
The following notes discuss the pro forma adjustments associated with the unaudited pro forma condensed consolidated statement of income of RAIT Financial Trust for the nine-month period ended September 30, 2006.
(F) | Amortization of fair value adjustments associated with the Taberna’s interest earning assets in accordance with SFAS No. 141. The adjustment is comprised of the following: |
| | | | | | | | | |
| | Fair Value Adjustment | | | Weighted Average Amortization Period (in years) | | Pro Forma Amortization Adjustment |
Investments in securities | | $ | (60,505 | ) | | 27.3 | | $ | 1,912 |
Investments in real estate loans and related receivables | | | (51,997 | ) | | 3.5 | | | 11,142 |
| | | | | | | | | |
Total | | $ | (112,502 | ) | | | | $ | 13,054 |
| | | | | | | | | |
The fair value adjustment reflected for investment in securities is comprised of Taberna’s historical unrealized loss on its available-for-sale securities totaling $15.4 million plus the fair value pro forma adjustment associated with Taberna’s security related receivables totaling $45.1 million. Taberna’s historical unrealized loss on its available-for-sale securities was recorded in its investments in securities and accumulated other comprehensive loss. These fair value adjustments will be amortized to earnings over the remaining life of the underlying securities.
(G) | Amortization of the fair value adjustments associated with Taberna’s fixed rate indebtedness in accordance with SFAS No. 141. The adjustment is comprised of the following: |
| | | | | | | | | | |
| | Fair value Adjustment | | | Weighted Average Amortization Period (in years) | | Pro Forma Amortization Adjustment | |
Mortgage securitization notes payable | | $ | (25,366 | ) | | 3.5 | | $ | (5,436 | ) |
CDO notes payable | | | (142,772 | ) | | 10.0 | | | (10,707 | ) |
Trust preferred obligations | | | 2,610 | | | 27.3 | | | 82 | |
| | | | | | | | | | |
Total | | $ | (165,528 | ) | | | | $ | (16,061 | ) |
| | | | | | | | | | |
The above pro forma amortization adjustment reflects an increase in interest expense as interest rates have risen since the issuance of the aforementioned fixed rate debt instruments.
(H) | To adjust historical compensation expense associated with Taberna’s restricted stock awards that fully vested upon the merger with RAIT, net of additional compensation expense associated with the 487,929 RAIT restricted shares that will continue to vest post merger as more fully described in note B. Compensation expense in the historical financial statements of Taberna was |
| adjusted in the pro forma financial statements to reflect an appropriate amount of compensation expense that will continue after the completion of the merger. The adjustment was computed as follows: |
| | | | |
Removal of Taberna’s historical restricted stock amortization, adjusted for historical amortization on awards that will not vest upon merger | | $ | (1,965 | ) |
Add: amortization of Taberna’s June 29, 2006 restricted stock awards that will continue after the merger based on fair value at September 30, 2006, the pro forma date of the merger | | | 2,122 | |
| | | | |
Pro forma adjustment | | $ | 157 | |
| | | | |
(I) | Represents the amortization expense of the identifiable intangible assets acquired from Taberna as follows: |
| | | | | | | | |
| | Amount | | Weighted average amortization period (in years) | | Pro Forma amortization adjustment |
Structuring relationships | | $ | 20,090 | | 5.0 | | $ | 3,014 |
Origination network and relationships | | | 38,250 | | 5.0 | | | 5,738 |
CDO management rights and relationships | | | 18,730 | | 10.0 | | | 1,405 |
Non compete and employment agreements | | | 51,751 | | 2.8 | | | 13,756 |
Tradename | | | 2,610 | | — | | | — |
Other | | | 630 | | 9.5 | | | 50 |
| | | | | | | | |
Total | | $ | 132,061 | | | | $ | 23,963 |
| | | | | | | | |
(J) | Pro forma adjustment necessary to allocate the aforementioned adjustments to minority interests as follows: |
| | | | | | | | |
Description | | Amount of Adjustments associated with Minority Interests | | | Pro Forma amortization adjustment | |
(i) Amortization of fair value adjustments associated with investments in securities and real estate loans and related receivables | | $ | 1,912 | | | $ | (797 | ) |
(ii) Amortization of fair value adjustments associated with fixed rate indebtedness | | | (10,625 | ) | | | 4,843 | |
(iii) Dividends associated with Series A Preferred Stock issued by RT Sub as discussed in Note (C) | | | — | | | | (12 | ) |
| | | | | | | | |
Total | | $ | (8,713 | ) | | $ | 4,034 | |
| | | | | | | | |
(K) | Pro forma earnings per share, basic and diluted, were computed as follows: |
| | | | | | | | |
Description | | Earnings Per Share-Basic | | | Earnings Per Share-Diluted | |
Net income from continuing operations | | $ | 69,286 | | | $ | 69,286 | |
Less dividends attributed to preferred shares | | | (7,557 | ) | | | (7,557 | ) |
| | | | | | | | |
Net income from continuing operations available to common shareholders | | $ | 61,729 | | | $ | 61,729 | |
Weighted average shares as discussed in note (L) | | | 51,389,901 | | | | 51,514,743 | |
| | | | | | | | |
Net income from continuing operations per share | | $ | 1.20 | | | $ | 1.20 | |
| | | | | | | | |
(L) | Represents the weighted average common shares outstanding for RAIT for the nine month period ended September 30, 2006 assuming the merger occurred on January 1, 2006. The 23,412,343 common shares issued as consideration to effectuate the |
| merger with Taberna would be issued and outstanding on January 1, 2006 for basic and diluted earnings per share purposes. The Taberna restricted shares that will not fully vest upon merger completion, as discussed in note B are, based on the treasury stock method, antidilutive for the nine month period ended September 30, 2006 and would not be included in diluted earnings per share. |
The following notes discuss the pro forma adjustments associated with the unaudited pro forma condensed consolidated statement of income of RAIT Financial Trust for the year-ended December 31, 2005. Taberna began operations on April 28, 2005. These pro forma adjustments do not reflect adjustments to annualize Taberna’s operations for the period from April 28, 2005 through December 31, 2005 for a full year period.
(M) | Amortization of fair value adjustments associated with the Taberna’s interest earning assets in accordance with SFAS No. 141. The adjustment is comprised of the following: |
| | | | | | | | | |
| | Fair value Adjustment | | | Weighted average amortization period (in years) | | Pro Forma amortization adjustment |
Investments in securities | | $ | (60,505 | ) | | 27.3 | | $ | 2,549 |
Investments in real estate loans and related receivables | | | (51,997 | ) | | 3.5 | | | 14,857 |
| | | | | | | | | |
Total | | $ | (112,502 | ) | | | | $ | 17,406 |
| | | | | | | | | |
The fair value adjustment reflected for investment in securities is comprised of Taberna’s historical unrealized loss on its available-for-sale securities totaling $15.4 million plus the fair value pro forma adjustment associated with Taberna’s security related receivables totaling $45.1 million. Taberna’s historical unrealized loss on its available-for-sale securities was recorded in its investments in securities and accumulated other comprehensive loss. These fair value adjustments will be amortized to earnings over the remaining life of the underlying securities.
(N) | Amortization of the fair value adjustments associated with Taberna’s fixed rate indebtedness in accordance with SFAS No. 141. The adjustment is comprised of the following: |
| | | | | | | | | | |
| | Fair value Adjustment | | | Weighted average amortization period (in years) | | Pro Forma amortization adjustment | |
Mortgage securitization notes payable | | $ | (25,366 | ) | | 3.5 | | $ | (7,247 | ) |
CDO notes payable | | | (142,772 | ) | | 10.0 | | | (14,278 | ) |
Trust preferred obligations | | | 2,610 | | | 27.3 | | | 110 | |
| | | | | | | | | | |
Total | | $ | (165,528 | ) | | | | $ | (21,415 | ) |
| | | | | | | | | | |
The above pro forma amortization adjustment reflects an increase in interest expense as interest rates have risen since the issuance of the aforementioned fixed rate debt instruments.
(O) | To adjust historical compensation expense associated with Taberna’s restricted stock awards that will fully vest upon the merger with RAIT, net of additional compensation expense associated with the 487,929 RAIT restricted shares that will continue to vest post merger as more fully described in note B. Compensation expense in the historical financial statements of Taberna was adjusted in the pro forma financial statements to reflect an appropriate amount of compensation expense that will continue after the completion of the merger. The adjustment was computed: |
| | | | |
Removal of Taberna’s historical restricted stock amortization, adjusted for historical amortization on awards that will not vest upon merger | | $ | (1,719 | ) |
Add: amortization of Taberna’s June 29, 2006 restricted stock awards that will continue after the merger based on fair value at September 30, 2006, the pro forma date of the merger | | | 2,830 | |
| | | | |
Pro forma adjustment | | $ | 1,111 | |
| | | | |
(P) | Represents the amortization expense of the identifiable intangible assets acquired from Taberna as follows: |
| | | | | | | | |
| | Amount | | Weighted average amortization period (in years) | | Pro Forma amortization adjustment |
Structuring relationships | | $ | 20,090 | | 5.0 | | $ | 4,018 |
Origination network and relationships | | | 38,250 | | 5.0 | | | 7,650 |
CDO management rights and relationships | | | 18,730 | | 10.0 | | | 1,873 |
Non compete and employment agreements | | | 51,751 | | 2.8 | | | 18,344 |
Tradename | | | 2,610 | | — | | | — |
Other | | | 630 | | 9.5 | | | 66 |
| | | | | | | | |
Total | | $ | 132,061 | | | | $ | 31,951 |
| | | | | | | | |
(Q) | Pro forma adjustment necessary to allocate the aforementioned adjustments to minority interests as follows: |
| | | | | | | | |
Description | | Amount of Adjustments associated with Minority Interests | | | Pro Forma amortization adjustment | |
(i) Amortization of fair value adjustments associated with investments in securities and real estate loans and related receivables | | $ | 2,549 | | | $ | (1,063 | ) |
(ii) Amortization of fair value adjustments associated with fixed rate indebtedness | | | (14,167 | ) | | | 6,458 | |
(iii) Dividends associated with Series A Preferred Stock issued by RT Sub as discussed in Note (C) | | | — | | | | (16 | ) |
| | | | | | | | |
Total | | $ | (11,618 | ) | | $ | 5,379 | |
| | | | | | | | |
(R) | Pro forma earnings per shares, basic and diluted, was computed as follows: |
| | | | | | | | |
Description | | Earnings Per Share-Basic | | | Earnings Per Share-Diluted | |
Net income from continuing operations | | $ | 60,202 | | | $ | 60,202 | |
Less dividends attributed to preferred shares | | | (10,076 | ) | | | (10,076 | ) |
| | | | | | | | |
Net income from continuing operations available to common shareholders | | $ | 50,126 | | | $ | 50,126 | |
Weighted average shares as discussed in note (S) | | | 49,647,477 | | | | 49,832,036 | |
| | | | | | | | |
Net income from continuing operations per share | | $ | 1.01 | | | $ | 1.01 | |
| | | | | | | | |
(S) | Represents the weighted average common shares outstanding for RAIT for the year ended December 31, 2005 assuming the merger occurred on January 1, 2005. The 23,412,343 common shares issued as consideration to effectuate the merger with Taberna would be issued and outstanding on January 1, 2005 for basic and diluted earnings per share purposes. The unvested Taberna restricted shares that will not fully vest on the merger completion date, as discussed in note B, are antidilutive, based on the treasury stock method, for the year ended December 31, 2005, and would not be included in diluted earnings per share. |