-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TGGzIii7liPAY1DKjyEU1PH5bW5VM6aEWJA6xyVZ2zbc7QSkH72oXy4U/TYFkWzH F+sGyuhTFYlfwE1bZ3KonA== 0000891092-04-004059.txt : 20040813 0000891092-04-004059.hdr.sgml : 20040813 20040813091649 ACCESSION NUMBER: 0000891092-04-004059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040813 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON FINANCIAL INVESTMENT TRUST CENTRAL INDEX KEY: 0001262001 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 576208172 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50509 FILM NUMBER: 04971947 BUSINESS ADDRESS: STREET 1: 15 COMMERCE ROAD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039670000 MAIL ADDRESS: STREET 1: 15 COMMERCE ROAD CITY: STAMFORD STATE: CT ZIP: 06902 8-K 1 e18843_8k.htm FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 13, 2004
                                 
Commission File Number:
0-50509

FALCON FINANCIAL INVESTMENT TRUST
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation)
                                                        
57-6208172
(IRS Employer
Identification Number)

15 Commerce Road
Stamford, CT 06902

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(203) 967-0000

(Former name or former address, if changed since last report)

 
   


Item 12. Results of Operations and Financial Condition.

        On August 12, 2004, Falcon Financial Investment Trust issued a press release to announce its financial results for the quarter ended June 30, 2004. A copy of the press release is being furnished as exhibit 99.1 to this Form 8-K.

 
   


SIGNATURES

        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.

  FALCON FINANCIAL INVESTMENT TRUST
Date: August 13, 2004
By:
/s/ David A. Karp

    David A. Karp
President and Chief Financial Officer



 
   


Exhibit Index


Exhibit No.
  Description
99.1
              Press release, dated August 12, 2004, announcing the financial results for the quarter ended June 30, 2004.
EX-99.1 2 e18843ex991.htm PRESS RELEASE

Exhibit 99.1

Falcon Financial Investment Trust Reports Second Quarter Results

Second Quarter Highlights

* Earnings of $0.02 per share, up from loss of ($0.04) per share in 1Q04
* Revenues of $4.5 million, up 33% from 1Q04
* New loan originations of $31.5 million
* Cash dividend declared of $0.05 per share

        STAMFORD, Conn., Aug. 12 /PRNewswire-FirstCall/ -- Falcon Financial Investment Trust (Nasdaq: FLCN), a real estate investment trust focused on the business of originating and servicing loans to automotive dealers, announced financial results for the three months ended June 30, 2004.

        Falcon Financial reported second quarter 2004 revenues of $4.5 million, an increase of 33% from $3.4 million in the first quarter of 2004. The Company reported net income of $267,236, or $0.02 per basic and diluted earnings per share, up from a net loss of $546,258, or $0.04 per basic and diluted loss per share, in the first quarter of 2004.

        Vernon B. Schwartz, Chairman and Chief Executive Officer, said, “The demand in our sector for long term financing continues, fueled in large part by the industry consolidation of dealer ownership. This acquisition activity is taking place notwithstanding the challenges facing the sector in terms of rising interest rates, incentive driven demand and all time high oil prices. Automotive dealer profitability remains stable and for the first five months for 2004 was at comparable levels to 2003.”

        David A. Karp, President and Chief Financial Officer, said, “We were pleased with our second quarter results and our generation of positive net income, which was driven by a 33% increase in revenues on a sequential quarter basis. We believe the second quarter operating results reflect the progress the Company has made in productively deploying our IPO proceeds. Based in part on our strong operating results and confidence in our continuing prospects, the Board of Trustees declared, for the first time, a cash dividend of $0.05 per share.”

        At June 30, 2004, Falcon Financial had total assets of $228.5 million and total liabilities of $105.6 million. Total debt was $100.4 million and the debt-to-equity ratio was 0.82:1. Stockholders’ equity was $123.0 million, or $7.70 per share outstanding, at the end of the period.

       Loan Origination Activity

        During the second quarter of 2004, Falcon Financial originated three new loans totaling approximately $31.5 million. At the beginning of August 2004, Falcon Financial had proposals issued and outstanding for approximately $120.0 million.

       Loan Portfolio Activity

        At June 30, 2004, Falcon Financial had $184.4 million of loans outstanding on its balance sheet, with an average principal amount outstanding of $8.0 million and a weighted average remaining term of 147 months. The weighted average interest rate was 8.49%, the weighted average loan to realty value was 111.1% and the weighted average loan to value (which includes the estimated value of the automotive dealerships for those loans guaranteed by the dealership) was 63.8%.

        At June 30, 2004, Falcon Financial had no delinquent loans on its balance sheet. With respect to the Company’s previously securitized loan pools, there was one defaulted loan and one loan in real estate owned (REO) status as of quarter end.

       Dividend

        On July 15, 2004, the Board of Trustees declared a cash dividend of $0.05 per share for the second quarter ended June 30, 2004. The dividend is payable on August 16, 2004 to shareholders of record on August 2, 2004.

       Other Events

        On July 21, 2004, Falcon Financial announced the appointment of Thomas R. Gibson to its Board of Trustees and the resulting expansion of its Board to seven trustees. Thomas R. Gibson co-founded Asbury Automotive Group, Inc. (NYSE: ABG) in 1994 to acquire and manage retail automobile dealerships and currently serves as Chairman Emeritus.

        On June 30, 2004, Falcon Financial announced that the Audit Committee of the Board of Trustees appointed BDO Seidman, LLP as the Company’s independent auditors effective June 29, 2004. BDO is a leading national professional services firm that provides high-quality auditing services to growth companies such as Falcon Financial.

        Falcon Financial will host a conference call on Friday, August 13, 2004 at 10:00 a.m. ET. A live webcast of the conference call will be available online at http://www.falconfinancial.com. Web participants are encouraged to go to the Web site at least 15 minutes prior to the start of the call to register, download, and install any necessary audio software. Listening to the webcast requires speakers and RealPlayer(TM) software, downloadable free at http://www.real.com. Those without Web access should access the call at least ten minutes prior to the conference call. The dial-in numbers are (877) 692- 2086 for domestic callers and (973) 582-2749 for international callers.

        After the live webcast, the call will remain available on Falcon Financial’s Web site, http://www.falconfinancial.com, through September 10, 2004. In addition, a replay of the call will be available until August 27, 2004. The replay dial-in numbers are (877) 519-4471 for domestic callers and (973) 341-3080 for international callers. Please use reservation code 4973803.

       About Falcon Financial Investment Trust

        Falcon Financial Investment Trust is a fully integrated real estate investment trust focused solely on the business of originating and servicing loans to automotive dealers in the United States. The Company was founded in 1997 to address the unique capital needs of the U.S. automobile retailing industry. Falcon Financial meets the financing requirements of automotive dealers by offering a variety of fixed and variable rate loan products, including mortgage loans and cash flow franchise loans collateralized by the dealer’s real estate and business assets.

       Safe Harbor

        This press release contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and other matters that are not historical facts. The forward-looking statements included in this press release reflect Falcon Financial Investment Trust’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause future events, achievements or results to differ materially from those expressed by the forward-looking statements. Important factors that could cause Falcon Financial Investment Trust’s actual results to differ materially from current expectations reflected in the forward-looking statements included in this press release include, among others, the risk factors discussed in its filings with the Securities and Exchange Commission. Falcon Financial Investment Trust does not intend to and disclaims any duty or obligation to update or revise any forward-looking statements included in this press release to reflect new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Falcon Financial Investment Trust’s views as of any date subsequent to August 12, 2004.

Contact:
    Falcon Financial Investment Trust
    Van Mai
    203 388-0821
    vmai@falconfinancial.com
Investors/Media:
The Ruth Group
Stephanie Carrington/John Quirk
646 536-7017/7029
scarrington@theruthgroup.com
jquirk@theruthgroup.com
                                                             

 





FALCON FINANCIAL INVESTMENT TRUST AND PREDECESSOR
Consolidated Statements of Financial Position

  Company
June 30, 2004
(unaudited)

Company
December 31, 2003

                               ASSETS      
ASSETS:  
     Cash and cash equivalents   $   30,266,849   $   25,645,578  
     Loans receivable, net of  
      allowance for possible loan  
      losses of $1,586,118 and  
      $1,086,692, respectively   181,786,938   126,076,622  
     Retained interests in loan  
      securitization   7,993,440   7,239,136  
     Interest rate swap contracts   2,618,633   389,783  
     Accrued interest receivable   1,144,062   994,821  
     Restricted cash   2,026,404   2,657,660  
     Property and equipment, net   459,364   335,860  
     Prepaid expenses and other  
      assets   2,241,806   1,497,245  
          Total assets   $ 228,537,496   $ 164,836,705  
   
                  LIABILITIES AND STOCKHOLDERS’ EQUITY  
LIABILITIES:  
     Borrowings   $ 100,408,189   $   53,475,879  
     Accrued interest payable   315,346   255,707  
     Customer deposits   530,751   140,276  
     Hold back of loan proceeds   2,026,404   2,657,660  
     Accounts payable and accrued  
      liabilities   1,495,857   2,405,496  
     Dividends payable   798,845   --  
          Total liabilities   105,575,392   58,935,018  
   
COMMITMENTS AND CONTINGENCIES  
   
STOCKHOLDERS’ EQUITY:  
     Preferred shares, $0.01 par  
      value; 50,000,000 authorized;  
      none issued and outstanding   --   --  
     Common shares, $0.01 par value;  
      100,000,000 authorized;  
      15,976,000 and 14,105,800  
      shares issued and outstanding,  
      respectively   159,760   141,058  
     Additional paid-in capital   123,591,179   108,020,597  
     Unearned compensation   (2,323,977 ) (2,840,827 )
     Accumulated deficit   (2,168,725 ) (1,090,858 )
     Accumulated other comprehensive  
      income   3,703,867   1,671,717  
          Total stockholders’ equity   122,962,104   105,901,687  
          Total liabilities and  
           stockholders’ equity   $ 228,537,496   $ 164,836,705  

FALCON FINANCIAL INVESTMENT TRUST AND PREDECESSOR
Consolidated Statements of Operations
(unaudited)

  Company
Three Months
Ended
June 30,
2004

Predecessor
Three Months
Ended
June 30,
2003

Company
Six Months
Ended
June 30,
2004

Predecessor
Six Months
Ended
June 30,
2003

REVENUES:          
     Interest income on  
      loans   $  3,527,024   $   1,548,049   $6,475,822   $  3,195,066  
     Interest income on  
      securities  
      purchased under  
      resale agreements -  
      related party   --   54,105   --   76,837  
     Interest income from  
      retained interests   298,610   405,448   603,084   761,341  
     Gain on sale of  
      loans (1)   --   --   --   10,696,524  
     Gain on sale of  
      retained interests   --   --   --   265,352  
     Changes in fair  
      value of interest  
      rate swap contracts   221,854   --   156,371   678,816  
     Income from loan  
      servicing   113,879   110,580   226,459   208,422  
     Interest and other  
      income   368,908   191,236   475,654   209,553  
          Total revenues   4,530,275   2,309,418   7,937,390   16,091,911  
   
EXPENSES:  
     Interest expense on  
      borrowings   783,012   217,280   1,219,366   407,767  
     Interest expense on  
      borrowings -  
      related party   --   737,827   --   1,407,369  
     Interest expense on  
      securities sold,  
      but not yet  
      repurchased -  
      related party   --   394,999   --   544,303  
     Provision for  
      possible loan  
      losses   267,750   --   499,426   --  
     Loss on securities  
      sold, but not yet  
      purchased - related  
      party   --   2,447,251   --   1,365,982  
     Facility fee expense   780,500   93,750   1,530,500   187,500  
     Salaries and  
      benefits   1,483,414   833,469   2,897,633   1,700,909  
     Professional fees   190,125   48,966   471,043   117,707  
     General and  
      administrative   507,580   244,875   986,643   497,281  
     Advertising and  
      promotion   211,111   136,010   542,085   377,248  
     Depreciation and  
      amortization   39,547   33,307   69,716   68,555  
          Total expenses   4,263,039   5,187,734   8,216,412   6,674,621  
          Net income  
           (loss)   $    267,236   $(2,878,316 ) $   (279,022 ) $  9,417,290  
   
          Earnings (loss)  
           per common  
           share - basic  
           and diluted   $0.02   $(0.02 )      
   
          Weighted  
           average shares  
           outstanding:  
              Basic   15,662,500   15,332,830  
              Diluted   15,697,321   15,386,170  
(1) We have historically structured our securitization transactions as sales for accounting purposes and, as such have recorded a gain on sale of loans associated with each transaction. We intend to structure future transactions as on-balance sheet secured financings and, as such will not be recording a gain on sale of loans on each transaction.
 

SOURCE
-0-
Falcon Financial Investment Trust
08/12/2004
                                                                                                                                       


        /CONTACT: Van Mai of Falcon Financial Investment Trust, +1-203-388-0821, vmai@falconfinancial.com; or
Stephanie Carrington, +1-646-536-7017, scarrington@theruthgroup.com, or John Quirk, +1-646-536-7029,
jquirk@theruthgroup.com, both of The Ruth Group, for Falcon Financial Investment Trust/
/Web site: http://www.falconfinancial.com /
(FLCN)

CO: Falcon Financial Investment Trust
ST: Connecticut
IN: FIN RLT AUT
SU: ERN CCA

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