EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

JER INVESTORS TRUST INC. ANNOUNCES THIRD QUARTER 2009 RESULTS

McLean, VA – November 10, 2009: JER Investors Trust Inc. (OTCBB: JERT.OB, “JERT”) today reported results for the quarter ended September 30, 2009:

Third Quarter Highlights:

 

   

Liquidity: At September 30, 2009, we had $1.1 million in unrestricted cash and net borrowings on our repurchase agreement of $8.9 million. As of November 6, 2009, unrestricted cash decreased to $1.0 million and net borrowings on our repurchase agreement declined to $8.1 million. As of September 30, 2009, we were not in compliance with the minimum tangible net worth covenant under our repurchase agreement. In addition, this repurchase agreement facility matures on December 22, 2009, and we believe it is unlikely that the facility will be extended or renewed at maturity. As a result, we are currently seeking a replacement source of financing or, if unable to refinance, we will need to liquidate the CMBS collateral that is security for the facility.

 

   

Operating Results: Net loss was $34.2 million and $61.3 million, or $(7.58) and $(12.94), per ADCS, for the three and nine months ended September 30, 2009, respectively.

 

   

Stockholders’ Equity: Stockholders’ equity at September 30, 2009 was $(12.5) million, or $(2.14) per common share.

 

   

Real Estate Loan Portfolio Credit Statistics: Although all of our real estate loans continue to be current, the fair value of such loans declined during the quarter due to deteriorating underlying asset performance, in particular certain hospitality backed mezzanine loans.

 

   

CMBS Portfolio Credit Statistics: Outlined below are credit statistics relating to the approximately $47 billion of unpaid principal balance of commercial real estate loans as of September 30, 2009, representing approximately 3,500 loans, that serve as collateral for our “first-loss” conduit CMBS investments.

 

   

60-day and greater delinquencies on loan collateral underlying our CMBS “first-loss” investments were 319 basis points at September 30, 2009 compared to 249 basis points at June 30, 2009. As of October 31, 2009, the 60-day and greater delinquency rate increased to 328 basis points.

 

   

Special servicing portfolio at September 30, 2009 consisted of 185 loans with an unpaid principal balance of approximately $3.4 billion. As of November 4, 2009, the number of loans in special servicing increased to 207 loans with an aggregate unpaid principal balance of approximately $3.8 billion. Of the $3.8 billion of loan balances in special servicing, 58 loans totaling $2.1 billion are current, 6 loans totaling $40.5 million have been foreclosed upon and 143 loans totaling $1.7 billion are delinquent and are in monetary default. Based on the evaluation of the collateral properties underlying the CMBS investments and giving consideration to the workout status of the respective loans, we have incorporated estimates of future loan loss projections on the underlying collateral into the cash flow projections for such CMBS investments.

 

   

CMBS Portfolio Loss Projections: Primarily due to the continuing increases in delinquencies and the size of the special servicing portfolio, as well as current weakness in the real estate and credit markets, we increased our loss projections on the approximately $47 billion of commercial real estate loan collateral

 

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underlying our CMBS “first-loss” investments as of September 30, 2009 to approximately $1.7 billion (approximately 3.6% of the unpaid principal balance of such loans) from approximately $1.4 billion (approximately 3.0% of the unpaid principal balance of such loans) at June 30, 2009. In addition, we accelerated the projected timing of such losses and currently estimate that approximately 71% of the total projected losses will occur through 2011 compared to approximately 64% in our June 30, 2009 loss projections. Cumulative actual realized losses and cumulative appraisal reduction amounts on the underlying loans serving as collateral for our “first-loss” conduit CMBS investments through September 30, 2009 were approximately $27.0 million and $378.7 million, respectively. As we continue to monitor developments in our portfolio and the overall macroeconomic environment, loss reserves may increase in the future in response to further deterioration in the real estate and credit markets.

 

   

Other Than Temporary Impairment Charges: During the three and nine months ended September 30, 2009, we recorded $2.7 million and $24.7 million, respectively, of impairment charges related to our CMBS investments that are not financed by CDOs and relate to declines in the projected net present value of future cash flows related to individual CMBS investments and other than temporary impairment charges on our CMBS driven by the unrealized losses on various CMBS bonds.

Recent Events

 

   

On October 7, 2009, we entered into an amendment with the counterparty to our seven year fixed rate note payable, reducing the October and November 2009 monthly payments due under the agreement from $0.4 million to $75,000 and resulting in an aggregate deferral in payments of $0.8 million during such two-month period. In addition, the amendment provides that commencing in December 2009, through and including September 2010, the Company’s monthly payments under the Agreement shall be increased from $0.4 million to $0.5 million, thereby providing for the repayment of the deferred payment amount over the ten-month period following November 2009.

 

   

On October 14, 2009, we and our manager entered into an amendment to the management agreement whereby, effective as of October 7, 2009, that during the months of October and November 2009, (i) we shall not be required to make any payments of base management fees and/or incentive fees otherwise due and payable under the management agreement in excess of $75,000 per month and (ii) any fees accruing and otherwise payable under the management agreement in excess of the monthly cash limit shall be deferred and due and payable by us to the manager on such date after November 30, 2009 as we and the manager shall mutually agree in writing.

Liquidity

As previously disclosed, the Company has undertaken certain efforts to reduce expenses and preserve liquidity including: (i) discontinuing payment of quarterly dividends and replacing it with payment of an annual dividend to the extent required to satisfy REIT dividend requirements, (ii) seeking to reduce operating costs, primarily our general and administrative costs, (iii) seeking to restructure terms of our recourse indebtedness, including extension of scheduled maturity dates and/or modification of near-term interest payment requirements; and (iv) if necessary, pursuing sales of selected assets.

At this time, we expect that we will not generate taxable income in 2009, and therefore will not be required to pay a dividend for the year ended December 31, 2009.

During 2009, we have exchanged $56.3 million of our TRUPs into $70.3 million of junior subordinated notes, and cancelled $3.7 million of TRUPs thereby reducing quarterly cash interest payments from approximately $1.1 million per quarter on the TRUPs to approximately $0.1 million per quarter on the junior subordinated notes through April 2012. In addition, we amended our note payable to reduce monthly payments from approximately $0.4 million to $75,000 from July through November 2009, and amended our agreement with our manager to reduce cash basis monthly management fees to $75,000 from April to November 2009.

 

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Currently, our primary source of free operating cash flow are our non-CDO CMBS investments. Cash flow from these investments have declined from approximately $4.0 million in the second quarter of 2009 to approximately $3.7 million during the third quarter of 2009 due to deteriorating macroeconomic and commercial real estate conditions evidenced by increasing delinquencies, special servicing activity and the appraisal reductions on collateral for such investments. In addition, cash flows from our retained preferred shares in CDO I declined from $0.4 million during the three months ended June 30, 2009 to $0 during the three months ended September 30, 2009 due primarily to CMBS bond downgrades to “CC” or below on CDO I collateral. Such securities are considered Defaulted Securities (as defined in the CDO I indenture), and the cash flow from such securities is therefore redirected to repay the senior most class of CDO I notes payable. This decline in non-CDO CMBS and CDO I cash flow has further adversely affected our liquidity.

Investments

JERT’s investments as of September 30, 2009 consisted of ($ in millions):

 

     September 30, 2009     Weighted Average  
     Face Amount/
Cost Basis (1)
   Amortized
Cost
   Fair Value    % of Total
Investments(2)
    Coupon
Rate (3)
    Loss Adjusted
Yield
 

CMBS not financed by CDOs

   $ 424.8    $ 13.1    $ 13.8    6.2   5.2   55.9 %(4) 

CMBS financed by CDO I

     418.7      39.6      48.0    21.7   4.9   40.4 %(4) 

CMBS financed by CDO II

     874.0      36.4      40.8    18.4   5.2   50.2 %(4) 
                                       

Total CMBS (5)

     1,717.5      89.1      102.6    46.3   5.1   46.2

Real estate loans, held for investment (6)

     270.3      270.0      118.7    53.5   3.3   3.3

Investment in US Debt Fund

     0.4      0.4      0.4    0.2   N/A      N/A   
                                       

Total

   $ 1,988.2    $ 359.5    $ 221.7    100.0   4.9   13.9
                                       

 

(1)

For investments in unconsolidated joint ventures.

(2)

Based on fair value.

(3)

Based on face amount.

(4)

Loss adjusted yields for our CMBS investments reflect the impact of estimated future losses on underlying collateral and are the basis on which we record interest income on such investments in our GAAP financial statements.

(5)

Amortized cost has been reduced from original cost primarily due to the recognition of cumulative impairments and basis writedowns of $898.0 million through September 30, 2009.

(6)

Real estate loans are financed by CDO II.

Borrowings

With respect to liabilities, at September 30, 2009, total liabilities were $246.7 million. The individual components of our liabilities are described below:

 

   

$8.9 million (or 3.6% of total liabilities) represents net borrowings under a short-term repurchase facility with J.P. Morgan Securities Inc. The facility is generally subject to “margin calls” based on mark-to-market fair value determinations of the underlying collateral and is fully recourse to us. As of September 30, 2009, we were not in compliance with the minimum tangible net worth covenant under this facility. The facility matures on December 22, 2009, and we believe it is unlikely that the facility will be extended or renewed at maturity. As a result, we are currently seeking a replacement source of financing or, if we are unable to refinance, we will need to liquidate the CMBS collateral that is security for the facility.

 

   

$117.5 million (or 47.6% of total liabilities) represents the estimated fair value of borrowings in the form of long-term, “match-funded” notes payable issued to third parties relating to our two collateralized debt obligation offerings, CDO I and CDO II, with an aggregate face amount of $959.3 million. CDO I and CDO II are not subject to “margin calls” based on mark-to-market fair value determinations of the underlying collateral and are generally non-recourse to the Company.

 

   

$9.8 million (or 4.0% of total liabilities) represents a note payable into which the Company entered as a result of the restructuring of four interest rate swaps. We have reflected this agreement as a note payable on our consolidated balance sheets as it does not meet the definition of a derivative. In July and October 2009,

 

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we amended this agreement and as a result of such amendments, we are obligated to pay a fixed monthly amount of $75,000 through November 2009, then increasing to approximately $0.5 million through September 2010 and then decreasing to approximately $0.4 million through February 2017.

 

   

$58.7 million (or 23.8% of total liabilities) represents the cost basis of borrowings in the form of junior subordinated notes (“the Notes”) with a face amount of $70.3 million. The Notes will pay interest at an annual rate of 0.5% through April 2012 and LIBOR plus 2.25% thereafter through maturity in April 2037. These Notes are not subject to “margin calls” based on mark-to-market fair value determinations of underlying collateral but are fully recourse to us. These Notes were issued as part of the exchange and cancellation of $56.3 million of face amount of TRUPs in May 2009.

 

   

$46.7 million (or 18.9% of total liabilities) represents the fair value of our CDO-related pay-fixed interest rate swaps with a notional balance at September 30, 2009 of $413.1 million and a weighted-average interest rate of 5.1%.

 

   

$5.1 million (or 2.1% of total liabilities) consists of amounts due to affiliates of $1.7 million, trade payables and other liabilities.

As previously announced, CDO II did not meet certain over-collateralization coverage tests in February 2009, resulting in approximately $4.0 million and $13.5 million of cash that would have otherwise been paid to JERT during the three and nine months ended September 30, 2009, respectively, being redirected to repay principal on certain senior notes payable issued by CDO II. We expect this cash flow redirection to continue for the foreseeable future. As of September 30, 2009, we were not in compliance with the tangible net worth covenant on the JPMorgan repurchase agreement.

Non-GAAP Financial Measures

In this earnings release, we may disclose non-GAAP financial measures as defined by SEC Regulation G. In addition, we have used non-GAAP financial measures, in particular earnings (loss) per adjusted diluted common share, or ADCS, in this press release. A reconciliation of earnings (loss) per ADCS and the comparable GAAP financial measure (net income, assets, liabilities and stockholders’ equity and earnings per share, as applicable) can be found at the end of this earnings release.

Generally accepted accounting principles (“GAAP”) require that we retrospectively restate earnings per share for our 1-for-10 reverse stock split that occurred on February 20, 2009. However, under GAAP, we are precluded from retrospectively restating earnings per common share for our stock dividend paid on January 30, 2009 as a portion of this dividend was paid in cash. Management believes that it is meaningful to investors to disclose the retrospective effect of both the 1-for-10 reverse stock split as well as the stock dividend. Accordingly, we are presenting non-GAAP earnings per Adjusted Diluted Common Share (“ADCS”). See a reconciliation of earnings per common share calculated under GAAP to earnings per ADCS at the end of this release.

About JER Investors Trust Inc.

JER Investors Trust Inc. is a specialty finance company quoted on the OTC Bulletin Board that invests in commercial real estate structured finance products. Our target investments include commercial mortgage backed securities, mezzanine loans and B-Note participations in mortgage loans, commercial mortgage loans and net leased real estate investments. JER Investors Trust Inc. is organized and conducts its operations so as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. For more information regarding JER Investors Trust Inc. and to be added to our e-mail distribution list, please visit www.jer.com.

Forward-Looking Statements

This press release does not constitute an offer of any securities for sale. Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

 

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These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. JER Investors Trust can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from JER Investors Trust’s expectations include, but are not limited to, changes in the real estate and capital markets, our ability to maintain existing financing arrangements and other risks detailed from time to time in JER Investors Trust’s SEC reports. Such forward-looking statements speak only as of the date of this press release. JER Investors Trust expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in JER Investors Trust’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

CONTACT:

J. Michael McGillis

Chief Financial Officer

JER Investors Trust Inc.

(703) 714-8000

 

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JER INVESTORS TRUST INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

     September 30,
2009
    December 31,
2008
 
     (unaudited)     (audited)  

ASSETS

    

Cash and cash equivalents

   $ 1,095      $ 8,357   

Restricted cash

     4,844        1,149   

CMBS financed by CDOs, at fair value

     88,817        180,210   

CMBS not financed by CDOs, at fair value

     13,812        42,432   

Real estate loans, held for investment, financed by CDOs, at fair value

     118,717        189,980   

Investments in unconsolidated joint ventures

     374        843   

Accrued interest receivable

     4,954        8,343   

Due from affiliate

     395        157   

Deferred financing fees, net

     896        981   

Other assets

     337        2,349   
                

Total Assets

   $ 234,241      $ 434,801   
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Liabilities:

    

CDO notes payable, at fair value

   $ 117,532      $ 211,695   

Repurchase agreements

     8,858        16,108   

Junior subordinated debentures and notes

     58,669        61,860   

Notes payable

     9,849        500   

Interest rate swap agreements related to CDOs, at fair value

     46,668        91,984   

Accounts payable and accrued expenses

     1,519        839   

Dividends payable

     —          2,274   

Due to affiliate

     1,651        689   

Other liabilities

     1,951        2,489   
                

Total Liabilities

     246,697        388,438   

Stockholders’ Equity:

    

Common stock, $0.01 par value, 100,000,000 shares authorized,

    

5,829,611 and 2,590,104 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively

     58        26   

Additional paid-in capital

     413,574        392,744   

Cumulative cash dividends paid/declared

     (157,705     (157,705

Cumulative stock dividends paid/declared

     (20,462     —     

Cumulative deficit

     (226,903     (165,626

Accumulated other comprehensive loss

     (21,018     (23,076
                

Total Stockholders’ Equity

     (12,456     46,363   
                

Total Liabilities and Stockholders’ Equity

   $ 234,241      $ 434,801   
                

 

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JER INVESTORS TRUST INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(In thousands, except share and per share data)

 

     For the Three Months Ended
September 30,
    For the Nine Months Ended
September 30,
 
     2009     2008     2009     2008  

REVENUES

        

Interest income from CMBS

   $ 11,354      $ 21,767      $ 43,957      $ 67,939   

Interest income from real estate loans

     2,292        6,187        6,961        22,520   

Interest income from cash and cash equivalents

     2        187        18        803   

Equity in (losses) earnings, net, of unconsolidated joint ventures

     (335     (429     (1,999     538   

Fee income

     262        151        914        403   
                                

Total Revenues

     13,575        27,863        49,851        92,203   

EXPENSES

        

Interest expense

     6,343        12,437        20,420        41,633   

Management fees, affiliate

     989        1,844        3,160        5,545   

General and administrative

     1,677        1,610        6,068        5,528   
                                

Total Expenses

     9,009        15,891        29,648        52,706   

INCOME BEFORE OTHER GAINS (LOSSES)

     4,566        11,972        20,203        39,497   

OTHER GAINS (LOSSES)

        

Unrealized loss on financial assets financed with CDOs

     (19,330     (108,136     (154,069     (295,122

Unrealized gain (loss), net, on CDO related financial liabilities

     (11,595     99,319        110,373        375,831   

Loss on interest rate swaps

     (5,663     (4,576     (17,842     (12,736

Loss on impairment of CMBS

     (2,733     (29,800     (24,697     (129,686

Unrealized gain (loss), net, on real estate loans held for sale

     —          8,781        —          (20,094

Unrealized gain (loss) on non-CDO related interest rate swaps

     —          2,685        13,860        (4,708

Gain on exchange and cancellation of TRUPs

     518        —          3,175        —     

Loss on sale of real estate loans held for sale

     —          (11,060     —          (20,310

Loss on termination of interest rate swaps

     —          (4,035     (12,280     (5,405
                                

Total other gains (losses)

     (38,803     (46,822     (81,480     (112,230
                                

NET LOSS

   $ (34,237   $ (34,850   $ (61,277   $ (72,733
                                

Net loss per share:

        

Basic

   $ (5.88   $ (13.53   $ (12.04   $ (28.26
                                

Diluted

   $ (5.88   $ (13.53   $ (12.04   $ (28.26
                                

Weighted average shares of common stock outstanding:

        

Basic

     5,827,067        2,575,148        5,087,632        2,573,292   
                                

Diluted

     5,827,067        2,575,148        5,087,632        2,573,292   
                                

Dividends declared per common share

   $ —        $ 3.00      $ —        $ 9.00   
                                

 

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JER INVESTORS TRUST INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)

 

     For the Nine Months
Ended September 30,
 
     2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (61,277   $ (72,733

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Amortization (accretion) of CMBS

     8,659        (1,317

Accretion of interest on junior subordinated notes and notes payable

     1,874        —     

Amortization of debt issuance costs

     86        2,857   

Amortization of other comprehensive (income) loss related to CDO related interest rate swap agreements

     2,208        2,093   

Unrealized loss (gain) on CDO related financial assets and liabilities, net

     43,696        (80,709

Unrealized and realized (gains) losses on interest rate swaps

     (1,580     10,113   

Unrealized loss on impairment of CMBS

     24,697        129,686   

Loss on sale of real estate loans held for sale

     —          20,310   

Gain on exchange and cancellation of TRUPs

     (3,175     —     

Unrealized loss on real estate loans held for sale, net

     —          20,094   

Equity in (earnings) losses, net, from unconsolidated joint ventures

     1,999        (538

Distributions from unconsolidated joint ventures

     —          1,252   

Payment-in-kind (“PIK”) interest on real estate loan held for sale

     —          (3,481

Non-cash interest expense on junior subordinated debentures and notes payable

     1,432        —     

Non-cash expense related to shares issued for TRUPs exchange and cancellation

     145        —     

Stock compensation expense

     18        267   

Changes in assets and liabilities:

    

Decrease (increase) in other assets

     152        (26

Decrease in accrued interest receivable

     3,389        1,234   

Increase in due to/from affiliates, net

     722        1,305   

Increase (decrease) in accounts payable and accrued expenses and other liabilities, net

     142        (776
                

Net cash provided by operating activities

     23,187        29,631   
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Investment in unconsolidated joint ventures

     (1,529     (2,231

(Increase) decrease in restricted cash, net

     (3,695     4,731   

Proceeds from sale of unconsolidated joint venture

     —          39,448   

Proceeds from repayment of real estate loans

     3,701        8,528   

Proceeds from sale of real estate loans held for sale

     —          90,981   
                

Net cash (used in) provided by investing activities

     (1,523     141,457   
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Dividends paid

     (2,274     (43,885

Proceeds from repurchase agreements

     —          2,426   

Repayment of repurchase agreements

     (7,250     (176,213

Repayment of CDO notes payable

     (15,245     —     

Proceeds from notes payable, net

     (540     —     

Exchange and cancellation of junior subordinated debentures

     (337     —     

Payment of financing costs

     —          (3,015

Payment of interest rate swap termination costs

     (3,280     (5,405
                

Net cash used in financing activities

     (28,926     (226,092
                

Net decrease in cash and cash equivalents

     (7,262     (55,004

Cash and cash equivalents at beginning of period

     8,357        87,556   
                

Cash and cash equivalents at end of period

   $ 1,095      $ 32,552   
                

Supplemental Disclosures of Cash Flow Information

    

Cash paid for interest

   $ 29,837      $ 50,384   
                

Non-cash note payable in satisfaction of interest rate swap agreements

   $ 9,000      $ —     
                

Dividends declared but not paid

   $ —        $ 7,751   
                

Stock issued as part of exchange and cancellation of TRUPs

   $ 382      $ —     
                

 

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2. Earnings and Book Value per Adjusted Diluted Common Share (“ADCS”) (1)

JER INVESTORS TRUST INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

 

     EPS (Basic)     EPS (Basic)  
     For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
     2009     2008     2009     2008  

Earnings per share (basic) under GAAP

   $ (5.88   $ (13.53   $ (12.04   $ (28.26

Add (deduct) impact of stock dividend

     (1.70     6.52        (0.90     13.63   
                                

Earnings per adjusted share (basic)

   $ (7.58   $ (7.01   $ (12.94   $ (14.63
                                
     EPS (Diluted)     EPS (Diluted)  
     For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
     2009     2008     2009     2008  

Earnings per share (diluted) under GAAP

   $ (5.88   $ (13.53   $ (12.04   $ (28.26

Add (deduct) impact of stock dividend

     (1.70     6.52        (0.90     13.63   
                                

Earnings per ADCS

   $ (7.58   $ (7.01   $ (12.94   $ (14.63
                                
     Book Value per Share (Basic)              
     As of September 30,
2009
    As of December 31,
2008
             

Book value per share (basic) under GAAP

   $ (2.14   $ 17.90       

Add (deduct) impact of stock dividend

     0.01        (8.61    
                    

Book value per adjusted share (basic)

   $ (2.13   $ 9.29       
                    
     Book Value per Share (Diluted)              
     As of September 30,
2009
    As of December 31,
2008
             

Book value per share (diluted) under GAAP

   $ (2.14   $ 17.90       

Add (deduct) impact of stock dividend

     0.01        (8.61    
                    

Book value per ADCS

   $ (2.13   $ 9.29       
                    

 

(1)

GAAP requires that we retrospectively restate earnings per share for our 1-for-10 reverse stock split that occurred on February 20, 2009. However, under GAAP, we are precluded from retrospectively restating earnings per share for our stock dividend paid on January 30, 2009 as a portion of this dividend was paid in cash. Management believes it is meaningful to investors to disclose the retrospective effect of both the 1-for-10 reverse stock split as well as the stock dividend. Accordingly, we are presenting the non-GAAP measure earnings per Adjusted Diluted Common Share (“ADCS”).

 

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