Capmark Financial Group Inc. Issues Quarterly Report as of and for the three and nine months ended September 30, 2014 and 2013

Capmark Financial Group Inc. (the “Company”) today issued its Quarterly Report as of and for the three and nine months ended September 30, 2014 and 2013. The Company reported consolidated net income of $38.8 million and $42.4 million for the three and nine months ended September 30, 2014, respectively. The Company also reported consolidated total assets of $579.1 million and consolidated total liabilities of $154.9 million as of September 30, 2014. Stockholders’ equity increased from $373.6 million as of December 31, 2013 to $421.1 million as of September 30, 2014.

Highlights for the third quarter were:

  • On September 29, 2014, the Company announced that it has entered into a series of agreements pursuant to which it will acquire Bluestem Brands, Inc. (“Bluestem”), a multi-brand, online retailer of name-brand and private label general merchandise serving low-to-middle income consumers on a nationwide basis. Bluestem operates through its Fingerhut and Gettington.com retailing brands, each of which offers a large selection of merchandise with a variety of payment options to provide customers with the flexibility of paying over time. Bluestem also operates through PayCheck Direct, an employee purchase program.

    Under the terms of the transaction, the Company will acquire Bluestem for approximately $565 million in cash, subject to various pre-and post-closing adjustments. The Company expects to fund the purchase price and associated transactional expenses with cash on hand, an equal amount of cash invested in the Company by Centerbridge Capital Partners II, L.P. and certain of its affiliates ("Centerbridge") through the exercise of warrants pursuant to the terms of the Investment Agreement between the Company and Centerbridge ("Investment Agreement"), and a $300 million term debt facility to be issued by Bluestem and led by Credit Suisse, Jefferies Finance LLC and KeyBank National Association. Certain members of Bluestem’s management team are also providing capital for the transaction. In addition, Bluestem will have upon closing a new $80 million asset-based lending facility led by U.S. Bank National Association.

    Upon consummation of the acquisition, Steve Nave, Bluestem’s Chief Executive Officer, will become Chief Executive Officer of the Company. Bill Gallagher and Tom Fairfield, the Company’s current Chief Executive Officer and Chief Operating Officer, respectively, will remain with the Company with responsibility for the continued management of the Company’s legacy assets. Gene Davis will remain the Company’s Executive Chairman of the board of directors (“Board”), and the Board will be expanded to include Mr. Nave and additional representatives of Centerbridge, as contemplated by the Investment Agreement.

    The closing of the acquisition, which is expected to occur in the fourth quarter of 2014, is subject to customary conditions, including compliance with the filing and waiting period requirements under the Hart-Scott-Rodino Act.
  • On September 30, 2014, the Company closed the transactions contemplated by the Restructuring and Settlement Agreement (“Ambac RSA”) among the Company and Ambac Assurance Corporation (“Ambac”) relating to certain low-income housing tax credit (“LIHTC”) funds for which Ambac issued surety bonds to investors (“Ambac Funds”). At the closing of the Ambac RSA, $30 million of cash of the approximately $90 million of cash and investment securities previously pledged to Ambac was released to the Company and the Company was released from all previous obligations related to the Ambac Funds.

    Also on September 30, 2014, the Company sold its remaining assets related to the Ambac Funds to an affiliate of HCP Pacific Holdings LLC, an affiliate of Hunt Capital Partners, LLC and Hunt Companies Inc. (“Pacific”) for $31 million.

    The Company recorded a gain on sale of discontinued operations of $35.5 million after the closing of both the Ambac RSA and the related subsequent asset sale and incurred approximately $4.4 million of fees and expenses related to the transactions.
  • Total cash received from asset collections and revenue was $97 million, including $61 million from the Ambac RSA and the related subsequent asset sale. Also included in the total cash received was $27.4 million of distributions from real estate equity and debt funds and $3.8 million from the partial redemption of the equity investment in the Federal Home Loan Bank of Seattle (“FHLB”).
  • The Company’s net income of $38.8 million for the three months ended September 30, 2014 included a $35.5 million gain on sale of discontinued operations, $13.3 million of noninterest income primarily from equity in income of joint ventures and partnerships and $1.5 million of net interest income partially offset by noninterest expense of $7.6 million.

Highlight subsequent to the third quarter was:

On September 22, 2014, the Company entered into an agreement (“Pacific RSA”) with Pacific to restructure the guaranteed LIHTC funds for which JP Morgan Chase Bank, N.A. and certain of its affiliates (“JPM”) were the investors (“JPM Funds”) and settle the claims related to the JPM Funds in the Company’s bankruptcy. Pacific concurrently entered into an agreement with JPM pursuant to which one of its affiliates acquired JPM’s interests in the JPM Funds and JPM’s claims in the bankruptcy cases of the Company. In connection with the Pacific RSA, the Company formed a subsidiary (“JPM NewCo”), which was capitalized with substantially all of the Company’s assets related to the JPM Funds. On October 14, 2014, the Company closed the Pacific RSA with Pacific’s affiliate and sold the JPM NewCo to Pacific for $2.0 million. Following the closing of the sale of JPM NewCo, the Company has no further interest in the JPM Funds or the JPM NewCo. In addition, the Company no longer has any material LIHTC-related assets or liabilities.

Consolidated Balance Sheet

The Company had consolidated total assets of $579.1 million and $681.1 million as of September 30, 2014 and December 31, 2013, respectively. Total assets of $579.1 million as of September 30, 2014 consisted primarily of $326.9 million in cash and cash equivalents, including restricted cash, $121.5 million of equity investments and $84.2 million of loans held for sale. Loans held for sale included $80.7 million and $115.1 million as of September 30, 2014 and December 31, 2013, respectively, of loans held for sale that are no longer owned by the Company, but continue to be recognized on the Company’s balance sheet because the transfers of these loans to third parties were accounted for as financings under Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”). Assets totaling $3.6 million and $135.2 million were associated with discontinued operations as of September 30, 2014 and December 31, 2013, respectively.

The Company had consolidated total liabilities of $154.9 million and $273.8 million as of September 30, 2014 and December 31, 2013, respectively. Secured borrowings of $87.8 million and $130.4 million as of September 30, 2014 and December 31, 2013, respectively, primarily include secured borrowings that the Company recognized on the consolidated balance sheet under ASC 860 when transfers of loans to a third party were accounted for as financings. Recourse is limited to the assets related to these contractual arrangements and the Company expects to derive no material economic benefit from these transactions. Liabilities of $6.0 million and $77.4 million were associated with discontinued operations as of September 30, 2014 and December 31, 2013, respectively.

Stockholder’s equity increased from $373.6 million as of December 31, 2013 to $421.1 million as of September 30, 2014 primarily due to $42.4 million of net income attributable to Capmark Financial Group Inc. and the issuance of $5.0 million of convertible preferred stock.

Consolidated Results of Operations

The Company had net income from continuing operations before income taxes of $7.2 million in the three months ended September 30, 2014, as noninterest income of $13.3 million and net interest income of $1.5 million was offset by noninterest expense of $7.6 million. The $13.3 million of noninterest income included equity in income of joint ventures and partnerships of $7.0 million for the three months ended September 30, 2014 which was primarily due to $5.0 million of gains on equity investments in real estate funds resulting primarily from increases in the fair value of assets held by real estate investment funds and joint ventures and $2.0 million of gains on other equity investments. Noninterest income also included net gains on loans of $1.4 million for the three months ended September 30, 2014 that were primarily attributable to $1.3 million of recapture of losses that were recorded at the initial application of fresh start accounting on loans held for sale. The noninterest expense of $7.6 million included professional fees of $3.4 million and compensation and benefits expense of $2.8 million. Professional fees included $1.1 million of costs associated with the acquisition of Bluestem and $1.1 million of costs associated with litigation and bankruptcy related matters.

The Company had net income from continuing operations before income taxes of $10.5 million in the nine months ended September 30, 2014, as noninterest income of $30.6 million and net interest income of $5.5 million was offset by noninterest expense of $25.6 million. The $30.6 million of noninterest income included $13.8 million of net gains on investments and real estate, $2.9 million of net gains on loans and $0.9 million of other gains, net. Net gains on investments and real estate of $13.8 million for the nine months ended September 30, 2014 primarily included realized gains related to the payment of interest shortfalls on several tranches of a commercial mortgage backed security and on a redemption of an interest in a collateralized debt obligation, both classified as available for sale. Equity in income of joint ventures and partnerships of $6.8 million for the nine months ended September 30, 2014 was primarily due to $4.8 million of gains on equity investments in real estate funds resulting primarily from increases in the fair value of assets held by real estate investment funds and joint ventures and $2.0 million of gains on other equity investments. Net gains on loans of $2.9 million for the nine months ended September 30, 2014 primarily included $1.6 million of realized gains on the disposition of loans held for sale and $1.3 million of recapture of losses that were recorded at the initial application of fresh start accounting on loans held for sale. The noninterest expense of $25.6 million included professional fees of $13.1 million and compensation and benefits expense of $8.6 million. Professional fees included $5.7 million of costs associated with the Investment Agreement, $2.6 million of costs associated with litigation and bankruptcy related matters and $1.1 million of costs associated with the acquisition of Bluestem.

The gain from discontinued operations of $30.7 million and $25.0 million for the three and nine months ended September 30, 2014, respectively, is primarily due to the gain on the sale of discontinued operations assets of $35.5 million from the closing of the Ambac RSA and related subsequent asset sale related to the Ambac Funds partially offset by approximately $4.4 million fees and expenses related to the Ambac RSA and related subsequent asset sale transactions and a net loss associated with the LIHTC business.

Liquidity

As of September 30, 2014, the Company’s continuing operations had $326.9 million in total cash and cash equivalents, including $11.8 million of restricted cash.

The Company’s primary sources of liquidity from the assets held as of September 30, 2014 are expected to be (1) cash on hand, (2) distributions received from equity investments and (3) collections on and sales of other assets in its portfolio. The Company expects to generate sufficient liquidity from existing assets to meet its needs for cash over the next 12 months, including paying its operating expenses.

When the Bluestem acquisition closes, the Company expects to fund the purchase price and associated transactional expenses with approximately $136 million of cash on hand, approximately $136 million of cash invested in the Company by Centerbridge through the exercise of warrants, $8 million of cash invested in the Company’s common shares by certain members of Bluestem’s management team and a $300 million term debt facility to be issued by Bluestem. Bluestem generated sufficient cash flows in 2014 to meet its needs for cash. Subsequent to the closing of the acquisition transaction, the Company expects that the Bluestem operations will continue to generate sufficient operating cash flow to meet its cash needs over the next 12 months.

The Company does not anticipate making additional distributions to stockholders in the near term. The terms of the Investment Agreement prohibit future distributions to the stockholders by the Company during the two to three year period in which Centerbridge will assist the Company in identifying potential acquisition candidates that fit the Company’s strategic objectives.

Quarterly Report and Investor Conference Call

The Company’s Quarterly Report as of and for the three and nine months ended September 30, 2014 and 2013 may be found on the Company’s website (www.capmark.com) under the heading “Financial Reporting.”

The Company will hold an investor call on October 28, 2014 at 10:30 a.m. Eastern Time to discuss, among other items, the Report as of and for the three and nine months ended September 30, 2014 and 2013.

To listen to the investor call, please go to www.capmark.com under the heading “Investor Relations” at least fifteen minutes prior to the scheduled start time to download and install any necessary audio software. For those who are unable to listen to the live broadcast, an archived replay will be available on the website for a period of time. Investors who have questions for the Company’s management can participate in the conference call by dialing the following:

  • Toll Free: (877) 254-2825
  • Conference ID # 25031071

Forward-Looking Statements

Certain statements in this release may constitute forward-looking statements. These statements are based on management’s current expectations and beliefs but are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.

About Capmark®:

Capmark, together with its consolidated subsidiaries, is a company focused on managing its existing assets and business and potentially acquiring one or more businesses with a view to maximizing shareholder value. Capmark is headquartered in Horsham, Pennsylvania and operates principally in North America. For more information, visit www.capmark.com

CAPMARK FINANCIAL GROUP INC.
Consolidated Balance Sheet (unaudited)
(in thousands, except share amounts)
September 30,December 31,
20142013
Assets
Cash and cash equivalents $ 315,162 $ 126,535
Restricted cash 11,757 11,861
Accounts and other receivables 41,184 61,019
Investment securities available for sale 414 4,974
Loans held for sale 84,223 156,870
Equity investments 121,533 177,534
Other assets 1,301 7,172
Assets of discontinued operations (1) 3,569 135,177
Total assets $ 579,143 $ 681,142
Liabilities and Equity
Liabilities:
Secured borrowings 87,837 130,449
Other liabilities 61,080 65,922
Liabilities of discontinued operations (1) 5,975 77,438
Total liabilities 154,892 273,809
Commitments and Contingent Liabilities
Equity:
Series A participating convertible preferred stock, $0.01 par value, $5,000 stated value; shares authorized — 10,000,000 at September 30, 2014 and 0 at December 31, 2013; shares issued and outstanding — 1,000 at September 30, 2014 and 0 at December 31, 2013 4,818
Common stock, $0.01 par value, shares authorized — 350,000,000 at September 30, 2014; $0.001 par value, shares authorized — 110,000,000 at December 31, 2013; shares issued and outstanding — 100,182,419 at September 30, 2014 and December 31, 2013 1,002 100
Capital paid in excess of par value 190,497 189,820
Retained earnings 224,337 182,015
Accumulated other comprehensive income (loss), net of tax 408 1,627
Total Capmark Financial Group Inc. stockholders’ equity 421,062 373,562
Noncontrolling interests 3,189 33,771
Total equity 424,251 407,333
Total liabilities and equity $ 579,143 $ 681,142

________________________

(1) The following table presents assets of consolidated variable interest entities (“VIEs”) included in each balance sheet line item that can be used only to settle the obligations of the consolidated VIE and liabilities of the consolidated VIE included in each balance sheet line item for which creditors or other interest holders do not have recourse to the general credit of Capmark Financial Group Inc. and its subsidiaries.
September 30, 2014December 31, 2013September 30, 2014December 31, 2013
AssetsLiabilities
Assets of discontinued operations $ 3,189 $ 41,685 Liabilities of discontinued operations $ $ 7,929
Total assets $ 3,189 $ 41,685 Total liabilities $ $ 7,929
CAPMARK FINANCIAL GROUP INC.
Consolidated Statement of Comprehensive Income (Loss) (unaudited)
(in thousands, except per share data)
Three months endedNine months ended
September 30, 2014September 30, 2013September 30, 2014September 30, 2013
Net Interest Income
Interest income $ 1,997 $ 5,348 $ 6,832 $ 23,811
Interest expense 454 576 1,354 4,302
Net interest income 1,543 4,772 5,478 19,509
Noninterest Income
Net gains on investments and real estate 12 12,364 13,784 60,749
Net gains on loans 1,378 157 2,852 19,353
Other (losses) gains, net (511) 197 913 (1,810)
Equity in income of joint ventures and partnerships 6,997 1,641 6,762 5,804
Net real estate investment and other income 5,393 (11) 6,326 988
Total noninterest income 13,269 14,348 30,637 85,084
Net revenue 14,812 19,120 36,115 104,593
Noninterest Expense
Professional fees 3,412 4,432 13,110 15,990
Compensation and benefits 2,826 5,850 8,621 21,208
Occupancy and equipment 275 503 1,071 1,701
Other expenses 1,084 (1,205) 2,837 3,104
Total noninterest expense 7,597 9,580 25,639 42,003
Income from continuing operations before income tax (benefit) provision 7,215 9,540 10,476 62,590
Income tax (benefit) provision (300) 115 199 365
Income from continuing operations after income tax (benefit) provision 7,515 9,425 10,277 62,225
Gain (loss) from discontinued operations, net of tax 30,656 (4,585) 24,995 (17,988)
Net income 38,171 4,840 35,272 44,237
Plus: Net loss attributable to noncontrolling interests 664 3,975 7,096 9,779
Net income attributable to Capmark Financial Group Inc. $ 38,835 $ 8,815 $ 42,368 $ 54,016
Other comprehensive income (loss)
Net change in unrealized gains and losses on investment securities (803) 2,442 (1,219) 10,552
Net foreign currency translation 476 (615)
Other comprehensive income (loss) (803) 2,918 (1,219) 9,937
Comprehensive income attributable to Capmark Financial Group Inc. $ 38,032 $ 11,733 $ 41,149 $ 63,953
Basic and diluted net income per share - continuing operations $ 0.08 $ 0.13 $ 0.17 $ 0.72

Basic net income per share

$ 0.39 $ 0.09 $ 0.42 $ 0.54

Diluted net income per share

$ 0.38 $ 0.09 $ 0.42 $ 0.54
Basic weighted average shares outstanding 99,803 99,728 99,803 99,728
Diluted weighted average shares outstanding 101,211 99,809 100,553 99,766
CAPMARK FINANCIAL GROUP INC.
Consolidated Statement of Changes in Stockholders’ Equity (unaudited)
(in thousands, except number of shares)
Nine months endedYear ended
September 30, 2014December 31, 2013
Common Stock
Number of shares outstanding at beginning of period 100,182,419 100,242,722
Additional shares issued
Treasury shares retired (60,303)
Number of shares outstanding at end of period 100,182,419 100,182,419
Preferred Stock
Number of shares outstanding at beginning of period
Additional shares issued 1,000
Number of shares outstanding at end of period 1,000
Preferred Stock
Balance at beginning of period $ $
Shares issued 5,000
Beneficial conversion feature associated with Preferred Stock at issuance (228)
Deemed dividend from beneficial conversion feature associated with Preferred Stock 46
Balance at end of period 4,818
Common Stock
Balance at beginning of period 100 100
Change in par value from $0.001 to $0.01 per share 902
Additional shares issued (retired)
Balance at end of period 1,002 100
Capital Paid in Excess of Par Value
Balance at beginning of period 189,820 1,240,834
Additional shares issued
Change in par value from $0.001 to $0.01 per share (902)
Beneficial conversion feature associated with Preferred Stock at issuance 228
Stockholder distributions (1,052,548)

Treasury shares retired

(267)
Stock-based compensation 1,351 1,801
Balance at end of period 190,497 189,820
Retained Earnings
Balance at beginning of period 182,015 90,313
Deemed dividend from beneficial conversion feature associated with Preferred Stock (46)
Net income attributable to Capmark Financial Group Inc. 42,368 91,702
Balance at end of period 224,337 182,015
Accumulated Other Comprehensive Income (Loss), net of tax
Balance at beginning of period 1,627 (4,885)
Other comprehensive income (loss) (1,219) 6,512
Balance at end of period 408 1,627
Total Capmark Financial Group Inc. Stockholders’ Equity 421,062 373,562
Noncontrolling Interests
Balance at beginning of period 33,771 61,849
Net loss attributable to noncontrolling interests (7,096) (14,432)
Other (23,486) (13,646)
Balance at end of period 3,189 33,771
Total Equity $ 424,251 $ 407,333
CAPMARK FINANCIAL GROUP INC.
Consolidated Statement of Cash Flows (unaudited)
(in thousands)
Nine months endedNine months ended
September 30, 2014September 30, 2013
Net Cash Provided By Operating Activities of Continuing Operations $ 82,535 $ 207,051
Investing Activities of Continuing Operations
Net decrease in restricted cash 104 21,376
Repayments of investment securities classified as available for sale 17,191 14,189
Proceeds from sales of investment securities classified as available for sale 12,954
Proceeds from sales of/capital distributions from equity investments 61,393 69,604
Proceeds from sales of real estate investments 172,477
Sale of property and equipment 4,664 1,665
Net cash provided by investing activities of continuing operations 83,352 292,265
Financing Activities of Continuing Operations
Repayments of secured borrowings (42,612) (46,647)

Proceeds from the issuance of preferred stock

5,000
Repayment of deposit liabilities (1,001,206)
Distributions to stockholders (867,100)
Other financing activities, net (3) (9,682)
Net cash used in financing activities of continuing operations (37,615) (1,924,635)
Effect of Foreign Exchange Rates on Cash (88) (956)
Discontinued Operations
Net cash used in operating activities of discontinued operations (3,986) (7,993)
Net cash provided by (used in) investing activities of discontinued operations 63,900 (5,756)
Net cash used in financing activities of discontinued operations (22,340)
Net cash provided by (used in) discontinued operations 59,914 (36,089)
Net Increase (Decrease) in Cash and Cash Equivalents 188,098 (1,462,364)
Cash and Cash Equivalents, Beginning of Period(1)(2) 127,066 1,568,920
Cash and Cash Equivalents, End of Period(3)(4) 315,164 $ 106,556

Notes:

(1) Cash and cash equivalents exclude restricted cash of $93.9 million from continuing and discontinued operations and include non-restricted cash of discontinued operations of $0.5 million, respectively as of December 31, 2013.
(2) Cash and cash equivalents exclude restricted cash of $150.4 million from continuing and discontinued operations and include non-restricted cash of discontinued operations of $90.0 million, respectively as of December 31, 2012.
(3) Cash and cash equivalents exclude restricted cash of $13.6 million from continuing and discontinued operations and include non-restricted cash of discontinued operations as of September 30, 2014.
(4) Cash and cash equivalents exclude restricted cash of $134.2 million from continuing and discontinued operations and include non-restricted cash of discontinued operations of $7.7 million, respectively as of September 30, 2013.

Contacts:

Capmark Financial Group Inc.
Thomas L. Fairfield, 215-328-1555

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