MuniMae Discusses Notice of SEC Orders and Suspension of Trading
BALTIMORE, Sept. 21, 2013 /PRNewswire/ -- Municipal Mortgage & Equity, LLC (OTC: MMAB) ("MuniMae", "the Company," "we", or "our") filed a Form 8-K with the Securities and Exchange Commission ("SEC") on September 19, 2013 disclosing two orders (the "Orders") issued by the SEC on September 18, 2013 that affect the Company and the trading of its securities. Under its Order of Suspension of Trading, the SEC temporarily suspended trading in the Company's securities from 9:30 a.m., Eastern Time, on September 18, 2013 until 11:59 p.m., Eastern Time, on October 1, 2013. Under the Order Instituting Administrative Proceedings, the SEC commenced an administrative proceeding to determine whether to suspend or revoke the registration of the Company's common shares under Section 12(g) of the Securities Exchange Act of 1934.
Mike Falcone, Chief Executive Officer of the Company, stated "we are working with our attorneys to vigorously address the actions taken by the SEC. We did not have any forewarning that the Orders were going to be issued by the SEC, although we have known that action by the SEC was a possibility and provided disclosure in that regard in our three most recent annual reports. We have worked diligently and expended significant resources during the peak of the financial crisis to ensure that current, accurate and relevant financial information was provided to shareholders as soon as possible. Beginning with the filing of our annual report in March 2011, we have been providing timely and accurate information to our shareholders, including filing all required reports, holding annual shareholder meetings, hosting quarterly earnings calls and providing major event updates. Most importantly, we have filed with the SEC in a timely and compliant manner all required annual, quarterly and current reports for 2011, 2012 and 2013, and the SEC's Orders do not take issue with these reports. As a result of our 2011-2013 filing history, we believe that shareholders and other market participants have information about the Company that is current, accurate and reliable in all material respects.
Although we do not control the timing of any resolution with the SEC, we are actively pursuing a timely and favorable resolution. As significant shareholders ourselves, the senior management and board of directors of the Company share with our shareholders a sense of urgency and purpose to resolve these actions and resume active market trading in our shares."
The Trading Suspension Order will remain in effect for the ten business day period ending at 11:59 p.m., Eastern Time, on October 1, 2013. Accordingly, our shares should be eligible to resume trading on October 2, 2013. Before such date, we intend to reach out to market makers in order to assist them in satisfying regulatory requirements necessary to resume making a market in our common shares. Notwithstanding these efforts, when trading resumes it is reasonable to expect the volume and bid/ask spreads to remain outside of recent norms until a sufficient number of market makers re-establish a market in our shares.
The Company will vigorously pursue a favorable disposition of the Order Instituting Administrative Proceedings. As this is an active case, the Company cannot announce an expected result or range of outcomes at this time, but we are seeking a resolution in the best interests of our shareholders. As a reminder, we cannot provide any additional information through direct phone calls to either investor relations or management beyond that which is provided in our public disclosures.
We have heard from a number of shareholders in the past few days and the Company continues to appreciate the support of our shareholders as we endeavor to resolve this action with the SEC. It is through the collective efforts of the Company, our shareholders and our market makers that we will weather these events and continue to operate and grow the Company for the benefit of shareholders.
Impact on Buyback Plan and Current Financial Information
Upon the resumption of trading on October 2, 2013 the Company will itself continue to be a buyer of shares through our existing 10b5-1 Plan ("Buyback Plan"). Our Buyback Plan allows the Company to purchase shares up to a share price of $1.53 per share, subject to market forces and volume and pricing limitations under Rule 10b-18. The maximum price limit will automatically change as of the date we file our Form 10-Q for the quarter ending September 30, 2013, to reflect any changes in the reported common shareholders' equity per share of the Company reflected in that filing. Please refer to our Form 10-Q for the period ended June 30, 2013 and the related earnings call information included in the August 15, 2013 press release for our most recent financial information. At this time, we do not believe that these events will have a significant impact on the Company's outlook or near-term common shareholders' equity per share. There can, of course, be no assurances as to what the resolution of the current proceedings will be, but given the cash position of the Company, the current actions should have limited impact on our near-term financial health and neither the institution of the proceedings nor the suspension of trading have any impact any existing debt covenants.
Conference Call Information
The Company plans to host a conference call as soon as we have more information to share, but no later than Monday, October 1, 2013 at 9:30 a.m. The purpose of the call will be to provide an update to our shareholders and to describe the process of how trading will resume on Tuesday, October 2, 2013.
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, changes in tax laws or other things beyond our control that affect the tax benefits available to us and our investors, and the outcome of certain legal proceedings, including the matters addressed in the Orders. 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.
SOURCE Municipal Mortgage & Equity, LLC