MuniMae Announces 2013 Financial Results, Business Updates and Investor Conference Call

BALTIMORE, March 21, 2014 /PRNewswire/ -- Municipal Mortgage & Equity, LLC (OTCQB: MMAB) ("MuniMae" or "the Company") filed its Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Annual Report") with the Securities and Exchange Commission ("SEC") on March 21, 2014 and will hold an investor call on April 2, 2014 at 4:30 p.m. ET

The Company reported common shareholders' equity of $65.3 million at December 31, 2013 ($1.61 per common share), representing an increase of $20.4 million from common shareholders' equity of $44.9 million at December 31, 2012 ($1.06 per common share).  The increase in common shareholders' equity included $25.8 million of comprehensive income allocable to common shareholders, partially offset by a $3.0 million direct reduction to common equity resulting from the transfer of perpetual preferred shares to the purchaser of our common shares in MuniMae TE Bond Subsidiary, LLC ("TEB") and a $2.7 million direct reduction to common equity as a result of our share buyback program whereby 2.1 million common shares were purchased at an average price of $1.29 during the year.

The Company reported comprehensive income to common shareholders of $25.8 million for the year ended December 31, 2013 as compared to comprehensive income to common shareholders of $37.7 million for the year ended December 31, 2012.  The Company's comprehensive income to common shareholders for the year ended December 31, 2013 of $25.8 million was comprised of net income allocable to common shareholders of $127.8 million which was partially offset by other comprehensive losses allocable to common shareholders of $102.0 million.  A significant portion (or $88.1 million) of our reported net income of $127.8 million and our reported other comprehensive losses of $102.0 million represented net unrealized bond gains that had accumulated within other comprehensive income and were transferred out of other comprehensive income (causing other comprehensive income to decline by $88.1 million) and into net income (causing net income to increase by $88.1 million) thus having no overall impact to common shareholders' equity.  Unrealized gains of $88.1 million primarily included a transfer of $75.7 million of net unrealized bond gains from other comprehensive income to net income allocable to common shareholders during the third quarter of 2013 as a result of the sale of our common shares in TEB as well as a transfer of $10.9 million of net unrealized bond gains from other comprehensive income to net income allocable to common shareholders due to real estate consolidation.     

Total comprehensive income to common shareholders of $25.8 million was primarily attributable to $36.6 million of net gains on early extinguishment of liabilities (mainly driven by $37.9 million of gains associated with the discounted repurchase of subordinate debt during first quarter) and $23.4 million of gains attributable to common shareholders associated with disposal of real estate during the first and the fourth quarter.  These gains were partially offset by $16.1 million of net unrealized bond losses recorded during 2013, additional interest expenses of $7.8 million related to the acceleration of unamortized debt issuance costs and discounts resulting from debt transferred as part of the TEB sale as well as $10.3 million of additional net expenses. 

Additional Financial Information

Additional financial information is reflected on Exhibits A and B and will be used during the Company's upcoming conference call.  Exhibit A is a non-GAAP presentation that provides an Adjusted Balance Sheet showing on a deconsolidated basis the Company's assets and liabilities that underlie the Company's reported common shareholders' equity at December 31, 2013 and 2012.   Exhibit B is a non-GAAP presentation that provides an Adjusted Income Statement that is a direct attribution of the Company's operating activities that are reported through the collection of the following line items within the Company's GAAP financial statements including: Revenue from consolidated funds and ventures ("CFVs"); Expenses from CFVs; Net gains related to CFVs; Equity in losses from Lower Tier Property Partnerships ("LTPPs") of CFVs; Net losses (income) allocable to noncontrolling interests in CFVs and International Housing Solutions ("IHS"), and Income from discontinued operations, net of tax. 

These non-GAAP measures are used by management and are disclosed in addition to the 2013 Annual Report to provide investors a tool to more easily understand the Company's operating results and financial position.  Exhibit C reconciles the non-GAAP historical presentation contained in Exhibit A to the Company's GAAP Consolidated Balance Sheets contained in the Company's 2013 Annual Report.  Exhibit D reconciles the non-GAAP presentation contained in Exhibit B to the Company's Consolidated Statements of Operations contained in the Company's 2013 Annual Report.

Investment Update

As disclosed within the 2013 Annual Report, the Company sold two real estate properties and related assets and obligations for $35.8 million during the first quarter of 2014 which resulted in a gain on sale of real estate of $13.6 million and will be reported through discontinued operations during the first quarter of 2014.  The Company is currently evaluating investment opportunities for the cash generated from the first quarter 2014 sales as well as its unrestricted cash balance of $66.8 million reported on its balance sheet at December 31, 2013.  As outlined within the 2013 Annual Report, the Company has started to redeploy its available cash with a transaction completed at the end of 2013 whereby it repurchased three senior certificates (bond-related investments) for $12.7 million and entered into total return swap ("TRS") agreements with notional amounts of $50.4 million.  The weighted average pay rate on the three repurchased senior certificates as well as the six senior certificates serving as the referenced assets on the TRS agreements was 6.4% at December 31, 2013 (resulting in annual interest income of $4.0 million based on balances and rates at December 31, 2013).  The pay rate on the TRS agreements is based on a rate of Securities Industry and Financial Markets Association ("SIFMA") 7-day municipal swap index plus 135 basis points and was 1.4% at December 31, 2013 (resulting in annual interest expense of $0.7 million based on balances and rates at December 31, 2013).  Prior to this transaction, the Company held the nine related subordinate certificates and continues to do so.  Furthermore, the Company is the general partner and asset manager of the tax credit equity funds that provided the equity to the real estate serving as collateral to the senior and subordinate certificates. 

In order to protect the Company against rising interest rates, on January 2, 2014 the Company purchased for $0.8 million a five-year interest rate cap with a notional amount of $45.0 million that protects the Company in the event that SIFMA rises to 250 basis points or greater. 

Litigation Update

As previously reported, the Company is a defendant in a purported class action lawsuit and two derivative suits originally filed in 2008.  Both the class action and the derivative cases are pending in the United States District Court for the District of Maryland.  The Company filed a motion to dismiss the class action and in June 2012, the Court issued a ruling dismissing all of the counts alleging any knowing or intentional wrongdoing by the Company or its affiliates, directors and officers.  The plaintiffs appealed the Court's ruling and on March 7, 2014, the United States Court of Appeals for the Fourth Circuit unanimously affirmed the lower Court's ruling.  As a result of these rulings, the Company's litigation exposure was significantly reduced.  The Company will evaluate the impact of this ruling to its current contingent liability of $0.5 million as part of its first quarter 2014 financial reporting process.

Amendment to our Share Buyback Plan

On March 12, 2014, the Board of Directors authorized an amendment to the stock repurchase program whereby the maximum repurchase price was set to a price of up to 95% of the Company's last reported common shareholders' equity per share.  As a result, the maximum price the Company may pay to repurchase stock upon the filing of its 2013 Annual Report until the maximum price is reset upon the filing of its 2014 first quarter filing, or the plan is amended, is $1.53

Conference Call Information

The Company plans to host a conference call on Wednesday, April 2, 2014 at 4:30 p.m. ET to provide a business update and review financial results for the year ended December 31, 2013.  The conference call will be webcast.  All interested parties are welcome to join the live webcast, which can be accessed through the Company's web site at www.munimae.com, under Investor Relations. Participants may also join the conference call by dialing toll free 1-877-870-4263 or 1-412-317-0790 for international participants and 1-855-669-9657 for Canadian participants.

An archived replay of the event will be available one hour after the event through 9:00 a.m. on April 16, 2014, toll free at 1-877-344-7529, or 1-412-317-0088 for international participants (Passcode: 10043301).

The Form 10-K is posted to MuniMae's web site at www.munimae.com, under Investor Relations, and is available at the SEC's web site at www.sec.gov.

Cautionary Statement Regarding Forward-Looking Statements

This Release contains forward-looking statements intended to qualify for the safe harbor contained in Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often include words such as "may," "will," "should," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seek," "would," "could," and similar words or are made in connection with discussions of future operating or financial performance.

Forward-looking statements reflect our management's expectations at the date of this Release regarding future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. Our actual results and financial condition may differ materially from what is anticipated in the forward-looking statements. There are many factors that could cause actual conditions, events or results to differ from those anticipated by the forward-looking statements contained in this Release. These factors include changes in market conditions that affect the willingness of potential investors or lenders to provide us with debt or equity, changes in market conditions that affect the value or marketability of assets we own, changes in market conditions or other factors that affect our access to cash that we may need to meet our commitments to other persons, changes in interest rates or other conditions that affect the value of mortgage loans we have made, changes in interest rates that affect our cost of funds, tax laws, environmental laws or other conditions that affect the value of the real estate underlying mortgage loans we own, and changes in tax laws or other things beyond our control that affect the tax benefits available to us and our investors. Readers are cautioned not to place undue reliance on forward-looking statements. We have not undertaken to update any forward-looking statements in this Release.

MUNIMAE: INTEGRITY. INNOVATION. SERVICE.
www.MuniMae.com

 





EXHIBIT A

Municipal Mortgage & Equity, LLC

Adjusted Balance Sheets

(unaudited)








(in thousands, except per share data)


Adjusted

Balance Sheet

December 31, 2013



Adjusted

 Balance Sheet

December 31, 2012



ASSETS







1

Cash and cash equivalents

$

66,794


$

50,857


2

Adjusted restricted cash (1)


35,006



1,356


3

Adjusted bonds available-for-sale (1)


243,077



1,083,200


4

Adjusted investment in SA Fund and SA Partnership (1)


4,821



3,389


5

Adjusted real estate held-for-use, net (1)


24,532



24,022


6

Adjusted real estate held-for-sale, net (1)


24,090




7

Investment in preferred stock


31,371



31,371


8

Adjusted other assets (1)


18,111



36,152


9

Total assets

$

447,802


$

1,230,347



LIABILITIES AND EQUITY







10

Adjusted debt (1)

$

350,361


$

987,526


11

Derivative liabilities


626



3,544


12

Accounts payable and accrued expenses


8,723



12,498


13

Adjusted deferred revenue (1)


18,846



17,848


14

Adjusted other liabilities (1)


5,548



10,031


15

Total liabilities

$

384,104


$

1,031,447



Equity:







16

Perpetual preferred shareholders' equity in a subsidiary company

$

-


$

155,033


17

Adjusted noncontrolling interests in CFVs and IHS (1)   


(1,648)



(1,034)



Common shareholders' equity:







18

    Common shares, no par value


28,687



(93,786)


19

    Accumulated other comprehensive income


36,659



138,687


20

        Total common shareholders' equity


65,346



44,901


21

            Total equity


63,698



198,900


22

            Total liabilities and equity

$

447,802


$

1,230,347



Common shareholders' equity per share







23

Total common shareholders' equity

$

65,346


$

44,901


24

Common shares outstanding (2)


40,561



42,512


25

Common shareholders' equity per common share

$

1.61


$

1.06



Fully diluted common shareholders' equity per share







26

Diluted common shareholders' equity (3)

$

67,046


$

45,259


27

Diluted common shares outstanding (4)


42,062



42,921


28

Fully diluted common shareholders' equity per common share

$

1.59


$

1.05











(1) Indicates a non-GAAP financial measure. See Exhibit C for a reconciliation between the Adjusted Balance Sheet at December 31, 2013 and December 31, 2012, as presented above, and the Consolidated Balance Sheets included with the Company's 2013 Annual Report. Rows not indicated by the footnote reflect amounts as presented on the Company's Consolidated Balance Sheets included with the Company's 2013 Annual Report.

(2) Includes shares issued and outstanding as well as non-employee directors' and employee vested deferred shares.

(3) Excludes the Company's liability for options held by employees ($1.6 million and $0.4 million at December 31, 2013 and 2012, respectively) and unvested time based deferred shares of $0.1 million at December 31, 2013.

(4) Includes the common stock equivalents associated with unvested share awards as well as in-the-money option awards unless they are contingent upon a certain share price that has not yet been achieved. The common stock equivalents (and gross share awards outstanding) were 1.5 million (2.0 million) and 0.4 million (1.7 million) at December 31, 2013 and 2012, respectively.

 


EXHIBIT B


Municipal Mortgage & Equity, LLC
Adjusted Income Statement












For the year ended 

December 31,



(in thousands, unaudited)


2013



2012


1

Adjusted bond interest income (1)

$

40,767


$

71,163


2

Income on preferred stock investment


5,260



5,749


3

Adjusted asset management fees  (1)


5,487



6,341


4

Adjusted other income (1)


2,367



2,518


5

Total income


53,881



85,771










6

Adjusted interest expense (1)


(43,755)



(58,981)


7

Adjusted operating expenses (1)


(28,326)



(26,604)


8

Total expense


(72,081)



(85,585)










9

Adjusted net gains on assets and derivatives (1)


79,584



4,418


10

Net gains (losses) on early extinguishment of liabilities


36,583



(1,774)


11

Adjusted net gains on sale of real estate (1)


23,411



3,321


12

Net gains due to real estate consolidation and foreclosure


10,895



5,404


13

Adjusted other net losses  (1)


(5,737)



(8,339)


14

Income tax benefit (expense)


1,304



(101)


15

Net income to common shareholders

$

127,840


$

3,115










16

Total other comprehensive (loss) income to common shareholders


(102,028)



34,633


17

Comprehensive income to common shareholders

$

25,812


$

37,748










(1) Indicates a non-GAAP financial measure. See Exhibit D for a reconciliation between the adjusted measures presented above and the Consolidated Statements of Operations included with the Company's 2013 Annual Report.


 





EXHIBIT C




Municipal Mortgage & Equity, LLC
Reconciliation of Adjusted Balance Sheet







December 31, 2013



December 31, 2012


(in thousands, unaudited)


GAAP

Balance Sheet



Consolidation Adjustments




Adjusted

Balance Sheet



GAAP

Balance Sheet



Consolidation

Adjustments




Adjusted

Balance Sheet



ASSETS





















1

Cash and cash equivalents

$

66,794


$



$

66,794


$

50,857


$



$

50,857


2

Adjusted restricted cash


87,903



(52,897)


(1)


35,006



55,313



(53,957)


(1)


1,356


3

Adjusted bonds available-for-sale


195,332



47,745


(2)


243,077



969,394



113,806


(2)


1,083,200


4

Adjusted investments in Lower Tier Property

Partnerships related to CFVs


286,007



(286,007)


(1)




333,335



(333,335)


(1)



5

Adjusted SA Fund investments


158,325



(158,325)


(1)




161,433



(161,433)


(1)



6

Adjusted investment in SA Fund and SA

   Partnership




4,821


     (3)


4,821





3,389


    (3)


3,389


7

Adjusted real estate held-for-use, net


120,576



(96,044)


(4)


24,532



129,687



(105,665)


(4)


24,022


8

Adjusted real estate held-for-sale, net


24,090






24,090



15,338



(15,338)


(1)



9

Investment in preferred stock


31,371






31,371



31,371






31,371


10

Adjusted other assets


44,960



(26,849)


(5)


18,111



55,024



(18,872)


(5)


36,152


11

Total assets

$

1,015,358


$

(567,556)



$

447,802


$

1,801,752


$

(571,405)



$

1,230,347



LIABILITIES AND EQUITY





















12

Adjusted debt

$

441,963


$

(91,602)


(1)

$

350,361


$

1,042,959


$

(55,433)


(1)

$

987,526


13

Derivative liabilities


626






626



3,544






3,544


14

Accounts payable and accrued expenses


8,723






8,723



12,498






12,498


15

 

Adjusted unfunded equity commitments to

Lower Tier Property Partnerships related to

CFVs


13,461



(13,461)


(1)




15,881



(15,881)


(1)



16

Adjusted deferred revenue




18,846


(6)


18,846





17,848


(6)


17,848


17

Adjusted other liabilities


11,726



(6,178)


(7)


5,548



15,145



(5,114)


(7)


10,031


18

Total liabilities

$

476,499


$

(92,395)



$

384,104


$

1,090,027


$

(58,580)



$

1,031,447



Equity:





















19

 

Perpetual preferred shareholders' equity in a

subsidiary company

$


$



$


$

155,033


$



$

155,033


20

Adjusted noncontrolling interests in CFVs and

IHS


473,513



(475,161)


(8)


(1,648)



511,791



(512,825)


(8)


(1,034)



Common shareholders' equity:





















21

    Common shares, no par value


28,687






28,687



(93,786)






(93,786)


22

    Accumulated other comprehensive income


36,659






36,659



138,687






138,687


23

        Total common shareholders' equity


65,346






65,346



44,901






44,901


24

            Total equity


538,859



(475,161)




63,698



711,725



(512,825)




198,900


25

            Total liabilities and equity

$

1,015,358


$

(567,556)



$

447,802


$

1,801,752


$

(571,405)



$

1,230,347



























(1) Each of these adjustments are reflected on the Company's Consolidated Balance Sheets included with the 2013 Annual Report and denoted as balances related to CFVs.

(2) Represents the carrying basis of the bonds eliminated in consolidation. This amount excludes net unrealized gains occurring since consolidation that have not been reflected in the Company's common shareholders' equity given that the Company is required to consolidate and account for the real estate, which prohibits an increase in value from its original cost basis until the real estate is sold ($2.5 million and $10.4 million at December 31, 2013 and 2012, respectively).

(3) Represents the Company's equity investment in the SA Fund that it manages that was eliminated in consolidation ($3.6 million and $3.4 million at December 31, 2013 and 2012, respectively) and the Company's equity investment in the SA Partnership which was included within other assets on the Company's Consolidated Balance Sheets ($1.2 million at December 31, 2013).

(4) Represents the removal of real estate related to CFVs as denoted on the Company's Consolidated Balance Sheets ($102.3 million and $111.9 million at December 31, 2013 and 2012, respectively). This amount was offset by the addition of an investment in a real estate partnership which was included within other assets on the Company's Consolidated Balance Sheets ($6.3 million and $6.2 million at December 31, 2013 and 2012, respectively).

(5) Represents the removal of other assets related to CFVs as denoted on the Company's Consolidated Balance Sheets ($23.7 million and $17.6 million at December 31, 2013 and 2012, respectively) as well as the reclassifications of the Company's investment in SA Partnership from other assets to Investment in SA Fund and SA Partnership (as discussed in note 3 above) and an investment in a real estate partnership from other assets to real estate held-for-use, net (as discussed in note 4 above). These amounts were offset by other assets attributable to the Company that were eliminated in consolidation of $4.4 million and $4.9 million at December 31, 2013 and 2012, respectively.

(6) Represents deferred revenue attributable to the Company that was eliminated in consolidation of $16.7 million and $15.5 million at December 31, 2013 and 2012, respectively (primarily related to unamortized guarantee fees that the Company received in connection with its low income housing tax credit funds ("LIHTC Funds")). This amount also includes deferred revenue of $2.1 million and $2.3 million at December 31, 2013 and 2012, respectively, which was included within other liabilities on the Company's Consolidated Balance Sheets.

(7) Represents the removal of other liabilities related to CFVs as denoted on the Company's Consolidated Balance Sheets ($4.0 million and $6.2 million at December 31, 2013 and 2012, respectively) as well as the reclassification of deferred revenue (as discussed in note 6 above). These amounts were offset by the addition of other liabilities of $3.4 million at December 31, 2012 attributable to the Company that were eliminated in consolidation.

(8) Represents the amount of noncontrolling interest attributable to the Company's consolidated LIHTC Funds, SA Fund and Lower Tier Property Partnerships. It does not include the noncontrolling interest attributable to IHS.



 



EXHIBIT D

Municipal Mortgage & Equity, LLC
Reconciliation of Adjusted Income Statement


(in thousands, unaudited)


For the year ended
December 31,





Adjusted Bond Interest Income


2013




2012




1

Interest on bonds on the Consolidated Statements of Operations ("Income Statement")

$

37,280



$

64,916




2

Note 16 - Discontinued Operations - Interest income


1,273


(b)


3,097


(b)


3

Note 17 - CFVs - Interest income


2,214


(a)


3,150


(a)


4

Total

$

40,767



$

71,163





Adjusted Asset Management Fees










5

Note 17 - CFVs - Asset management fees

$

4,556


(a)

$

5,459


(a)


6

Reported through Other income on the Income Statement


931




882




7

Total

$

5,487



$

6,341





Adjusted Other Income










8

Interest on loans and short-term investments on the Income Statement

$

648



$

875




9

Reported through Other income on the Income Statement


1,719




1,643




10

Total

$

2,367



$

2,518





Adjusted Interest Expense










11

Total interest expense on the Income Statement

$

24,252



$

26,659




12

Interest expense on the Income Statement (reported through operating and other expenses)


14,988




18,542




13

Income allocable to perpetual preferred shareholders on the Income Statement


3,714




9,443




14

Reported through Net gains on assets and derivatives on the Income Statement


801




4,337




15

Total

$

43,755



$

58,981





Adjusted Operating Expenses










16

Salaries and benefits on the Income Statement

$

12,318



$

10,428




17

General and administrative on the Income Statement


4,699




5,025




18

Professional fees on the Income Statement


8,492




6,764




19

Reported through Other expenses on the Income Statement


2,817




4,387




20

Total

$

28,326



$

26,604





Adjusted Net Gains on Assets and Derivatives










21

Net gains on assets and derivatives on the Income Statement

$

78,783



$

81




22

Interest on derivatives reported through Adjusted Interest Expense above


801




4,337




23

Total

$

79,584



$

4,418





Adjusted Net Gains on Sale of Real Estate












24

Note 16 - Discontinued Operations - Net gains on disposal of REO

$

19,257


(b)

$






25

Note 16 - Discontinued Operations - Net gains on redemption of bonds


4,154


(b)


3,321


(b)




26

Total

$

23,411



$

3,321




















Adjusted Other Net Losses












27

Reported through Other expenses on the Income Statement

$

(3,428)



$

(2,059)






28

Impairment on bonds on the Income Statement


(2,072)




(7,217)






29

Net loan (loss) recovery on the Income Statement


(5)




5,647






30

Note 16 - Discontinued Operations - Other income


1,989


(b)


1,976


(b)




31

Note 16 - Discontinued Operations - Other expense


(1,297)


(b)


(3,040)


(b)




32

Note 17 - CFVs - Guarantee fees


1,324


(a)


1,373


(a)




33

Note 17 - CFVs -  Equity in losses from LTPPs


(3,157)


(a)


(4,312)


(a)




34

Note 17 - CFVs -  Equity in income from SA Fund


684


(a)


336


(a)




35

Note 17 - CFVs -  Other expense


(465)


(a)


(1,567)


(a)




36

Equity in income from IHS reported through an allocation of income


690


(a)


524


(a)




37

Total

$

(5,737)



$

(8,339)







Activity Related to CFVs












38

Revenue from CFVs on the Income Statement

$

21,310



$

11,212






39

Expenses from CFVs on the Income Statement


(53,708)




(28,124)






40

Net gains related to CFVs on the Income Statement


31,795




12,441






41

Equity in losses from LTPPs of CFVs on the Income Statement


(26,609)




(39,391)






42

Net losses allocable to noncontrolling interest in CFVs and IHS - continuing operations on the Income Statement           


33,058




48,825






43

Total

$

5,846



$

4,963






44

Sum of note (a) line items

$

5,846



$

4,963







Discontinued operations












45

Income from discontinued operations, net of tax on the Income Statement

$

26,727



$

2,960






46

Net (income) losses allocable to noncontrolling interests in CFVs and IHS - discontinued operations on the Income Statement       


(1,351)




2,394






47

Total

$

25,376



$

5,354






48

Sum of note (b) line items

$

25,376



$

5,354




















 

SOURCE Municipal Mortgage & Equity, LLC



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