Exhibit 99.3
MUNICIPAL MORTGAGE & EQUITY, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2005 | | 2004 | |
ASSETS: | | | | | | | | |
Investment in tax-exempt bonds and interests in bond securitizations, net | | $ | 1,351,774 | | | $ | 1,275,748 | |
Investment in taxable bonds | | | 9,015 | | | | 9,205 | |
Loans receivable, net | | | 637,525 | | | | 593,968 | |
Loans receivable held for sale | | | 13,753 | | | | 27,766 | |
Investments in partnerships | | | 758,313 | | | | 827,273 | |
Investment in derivative financial instruments | | | 4,368 | | | | 3,102 | |
Cash and cash equivalents | | | 57,805 | | | | 92,881 | |
Interest receivable | | | 18,380 | | | | 18,368 | |
Restricted assets | | | 89,940 | | | | 72,805 | |
Other assets | | | 69,819 | | | | 66,040 | |
Land, building and equipment, net | | | 179,143 | | | | 182,773 | |
Mortgage servicing rights, net | | | 13,035 | | | | 11,349 | |
Goodwill | | | 109,483 | | | | 106,609 | |
Other intangibles | | | 23,854 | | | | 22,443 | |
| | |
|
Total assets | | $ | 3,336,207 | | | $ | 3,310,330 | |
| | |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY: | | | | | | | | |
Notes payable | | $ | 740,292 | | | $ | 880,224 | |
Mortgage notes payable | | | 128,679 | | | | 132,237 | |
Short-term debt | | | 488,048 | | | | 413,157 | |
Long-term debt | | | 182,760 | | | | 164,014 | |
Subordinate debentures | | | 134,000 | | | | 84,000 | |
Preferred shares subject to mandatory redemption | | | 168,000 | | | | 168,000 | |
Tax credit equity guarantee liability | | | 200,843 | | | | 186,778 | |
Investment in derivative financial instruments | | | 2,949 | | | | 4,923 | |
Accounts payable and accrued expenses | | | 14,714 | | | | 35,003 | |
Interest payable | | | 17,607 | | | | 19,266 | |
Unearned revenue and other liabilities | | | 88,139 | | | | 74,176 | |
| | |
Total liabilities | | | 2,166,031 | | | | 2,161,778 | |
| | |
|
Commitments and contingencies | | | | | | | | |
|
Minority interest in subsidiary companies | | | 377,550 | | | | 404,586 | |
|
Preferred shareholders’ equity in a subsidiary company, liquidation preference of $73,000 at March 31, 2005 and December 31, 2004, respectively | | | 71,031 | | | | 71,031 | |
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Shareholders’ equity: | | | | | | | | |
Common shares, par value $0 (42,046,099 shares authorized, including 37,955,251 shares issued and outstanding, and 63,196 deferred shares at March 31, 2005 and 39,471,099 shares authorized, 35,179,884 shares issued and outstanding, and 58,114 deferred shares at December 31, 2004) | | | 738,619 | | | | 681,227 | |
Less common shares held in treasury at cost (181,015 and 124,715 at March 31, 2005 and December 31, 2004, respectively) | | | (3,926 | ) | | | (2,615 | ) |
Less unearned compensation (deferred shares) | | | (6,571 | ) | | | (4,145 | ) |
Accumulated other comprehensive loss | | | (6,527 | ) | | | (1,532 | ) |
| | |
Total shareholders’ equity | | | 721,595 | | | | 672,935 | |
| | |
|
Total liabilities and shareholders’ equity | | $ | 3,336,207 | | | $ | 3,310,330 | |
| | |
|
BOOK VALUE PER COMMON SHARE | | $ | 19.07 | | | $ | 19.16 | |
| | |
MUNICIPAL MORTGAGE & EQUITY, LLC
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(In thousands, except share and per share data)
(Unaudited)
| | | | | | | | |
| | For the three months ended | |
| | March 31, | |
| | 2005 | | | 2004 | |
SOURCES OF CASH: | | | | | | | | |
Interest on bonds, interests in bond securitizations and loans | | $ | 32,569 | | | $ | 28,859 | |
Syndication fees | | | 7,189 | | | | 4,733 | |
Asset management and advisory fees | | | 7,894 | | | | 6,166 | |
Origination and brokerage fees | | | 2,095 | | | | 1,970 | |
Guarantee fees | | | 3,072 | | | | 500 | |
Loan servicing fees | | | 2,066 | | | | 1,873 | |
Distributions from equity investments in partnerships | | | 1,636 | | | | 1,918 | |
Other income | | | 2,224 | | | | 1,838 | |
Interest on short-term investments | | | 852 | | | | 787 | |
Net gain on sales | | | 866 | | | | 611 | |
| | | | | | |
TOTAL SOURCES OF CASH | | | 60,463 | | | | 49,255 | |
| | | | | | |
EXPENSES: | | | | | | | | |
Interest expense | | | 14,855 | | | | 14,739 | |
Interest expense on debentures and preferred shares | | | 5,748 | | | | 3,046 | |
Salaries and benefits | | | 17,065 | | | | 13,059 | |
Professional fees | | | 1,551 | | | | 1,494 | |
General and administrative | | | 4,007 | | | | 3,939 | |
Loan loss expense | | | — | | | | (26 | ) |
Income tax expense | | | 213 | | | | 3 | |
| | | | | | |
TOTAL EXPENSES | | | 43,439 | | | | 36,254 | |
| | | | | | |
|
CASH AVAILABLE FOR DISTRIBUTION | | | 17,024 | | | | 13,001 | |
| | | | | | |
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LESS: | | | | | | | | |
Cash allocable to minority interest | | | 950 | | | | — | |
| | | | | | |
|
CASH AVAILABLE FOR DISTRIBUTION TO COMMON SHARES | | $ | 16,074 | | | $ | 13,001 | |
| | | | | | |
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CAD PER COMMON SHARE | | $ | 0.42 | | | $ | 0.37 | |
| | | | | | |
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CALCULATION OF CASH DISTRIBUTION: | | | | | | | | |
|
CASH AVAILABLE FOR DISTRIBUTION TO COMMON SHARES | | $ | 16,074 | | | $ | 13,001 | |
| | | | | | |
|
ACTUAL AMOUNT PAID | | $ | 18,100 | | | $ | 15,940 | |
| | | | | | |
|
PAYOUT RATIO | | | 112.6 | % | | | 122.6 | % |
| | | | | | |
|
COMMON SHARES OUTSTANDING | | | 37,906,728 | | | | 34,840,630 | |
| | | | | | |
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CASH DISTRIBUTION PER COMMON SHARE | | $ | 0.4775 | | | $ | 0.4575 | |
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Note 1: Certain prior year amounts have been reclassified to conform to the current year presentation.
The primary differences between Net Income as calculated under generally accepted accounting principles (“GAAP”) and Cash Available For Distribution (“ CAD”) result from the timing of income and expense recognition and non-cash events. These differences between CAD and GAAP income include the treatment of certain fees, which for CAD purposes are recognized when received but for GAAP purposes are amortized into income over the relevant period. In addition, there are differences related to non-cash gains and losses associated with bond valuations and sales, non-cash gains and losses associated with changes in market value of derivative financial instruments, amortization of goodwill and intangibles, deferred compensation and capitalization of mortgage servicing rights, which are not included in the calculation of CAD. As a result of Financial Interpretation No.46 (Revised), “Consolidation of Variable Interest Entities”, effective in the second quarter of 2004 certain asset management and syndication fees are eliminated for GAAP as a result of consolidating certain tax credit equity funds.
The common shares outstanding reported for Cash Available for Distribution are the actual shares outstanding at the end of the quarter. For GAAP, the weighted average shares outstanding during the period are reported for the basic net income per share calculation. The weighted average shares outstanding for diluted net income per share include the potential dilutive effect from the exercise of options and vesting of deferred shares.
VARIANCE ANALYSIS FOR CAD
1st Quarter 2005 Compared to 1st Quarter 2004:
CAD for the first quarter of 2005 increased $3.1 million over the same period last year due primarily to the following changes:
| (1) | Net interest income (interest on bonds, interests in bond securitizations and loans less interest expense, interest expense on debentures and preferred shares and cash allocable to minority interest) remained flat. There was an overall growth of the bond portfolio, however defaulted and nonaccrual bonds kept net interest income at the same levels as 2004; |
|
| (2) | a $2.6 million increase in guarantee fee income due to fees received from a new guaranteed fund and a guarantee associated with a bond investment; |
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| (3) | a $2.5 million increase in syndication fee income due primarily to an increase in overall volume of 47% as a result of the closing of three tax credit equity funds and one guaranteed fund; |
|
| (4) | a $1.7 million increase in asset management and advisory fees due to the receipt of previously reserved past due asset management fees that were made available from underlying property capital events and advisory fees associated with the new MRC business; and |
|
| (5) | a $0.4 million increase in other income due to fees generated from the new MRC business and property disposition consultation fees; |
Offset in part by:
| (6) | a $4.0 million increase in salaries and benefits due to increases in medical insurance expenses, bonus, salary and other compensation costs generated by an approximate 19% increase in headcount; and |
|
| (7) | a $0.1 million increase in general and administrative expenses due to an increase in the overall volume of Company business. |
MUNICIPAL MORTGAGE & EQUITY, LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)
| | | | | | | | |
| | For the three months ended | |
| | March 31, | |
| | 2005 | | | 2004 | |
INCOME: | | | | | | | | |
Interest income | | | | | | | | |
Interest on bonds and interests in bond securitizations | | $ | 23,085 | | | $ | 19,502 | |
Interest on loans | | | 11,946 | | | | 10,721 | |
Interest on short-term investments | | | 487 | | | | 807 | |
| | | | | | |
Total interest income | | | 35,518 | | | | 31,030 | |
| | | | | | |
Fee income | | | | | | | | |
Syndication fees | | | 4,608 | | | | 3,751 | |
Origination and brokerage fees | | | 435 | | | | 917 | |
Guarantee fees | | | 2,936 | | | | 1,853 | |
Asset management and advisory fees | | | 5,686 | | | | 6,166 | |
Loan servicing fees | | | 1,222 | | | | 1,119 | |
Other income | | | 1,376 | | | | 1,347 | |
| | | | | | |
Total fee income | | | 16,263 | | | | 15,153 | |
| | | | | | |
Net rental income | | | 6,572 | | | | — | |
| | | | | | |
Total income | | | 58,353 | | | | 46,183 | |
| | | | | | |
EXPENSES: | | | | | | | | |
Interest expense | | | 17,117 | | | | 13,904 | |
Interest expense on debentures and preferred shares | | | 5,231 | | | | 3,046 | |
Salaries and benefits | | | 17,849 | | | | 15,584 | |
General and administrative | | | 9,170 | | | | 3,698 | |
Professional fees | | | 1,878 | | | | 1,494 | |
Depreciation and amortization | | | 3,794 | | | | 1,939 | |
| | | | | | |
Total expenses | | | 55,039 | | | | 39,665 | |
| | | | | | |
Net (loss) gain on sale of loans | | | (286 | ) | | | 680 | |
Net gain on sale of tax-exempt investments | | | 914 | | | | 192 | |
Net gain on sale of investments in tax credit equity partnerships | | | 841 | | | | 2,435 | |
Net gain (loss) on derivatives | | | 2,888 | | | | (3,425 | ) |
Impairments and valuation allowances | | | (812 | ) | | | (300 | ) |
| | | | | | |
Income before income tax benefit, net income allocable to minority interest, net losses from equity investments in partnerships, and cumulative effect of a change in accounting principle | | | 6,859 | | | | 6,100 | |
Income tax benefit | | | 1,216 | | | | 2,510 | |
Net income allocable to minority interest | | | 38,882 | | | | 105 | |
Net losses from equity investments in partnerships | | | (44,726 | ) | | | (10,511 | ) |
| | | | | | |
Income (loss) before cumulative effect of a change in accounting principle | | | 2,231 | | | | (1,796 | ) |
Cumulative effect of a change in accounting principle | | | — | | | | 520 | |
| | | | | | |
Net income (loss) | | $ | 2,231 | | | $ | (1,276 | ) |
| | | | | | |
MUNICIPAL MORTGAGE & EQUITY, LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)
| | | | | | | | |
Basic earnings per common share: | | | | | | | | |
|
Earnings before cumulative effect of a change in accounting principle | | $ | 0.06 | | | $ | (0.06 | ) |
Cumulative effect of a change in accounting principle | | | — | | | | 0.02 | |
| | | | | | |
Basic earnings per common share | | $ | 0.06 | | | $ | (0.04 | ) |
| | | | | | |
Weighted average common shares outstanding | | | 36,888,128 | | | | 33,301,337 | |
Diluted earnings per common share: | | | | | | | | |
|
Earnings before cumulative effect of a change in accounting principle | | $ | 0.06 | | | $ | (0.06 | ) |
Cumulative effect of a change in accounting principle | | | — | | | | 0.02 | |
| | | | | | |
Diluted earnings per common share | | $ | 0.06 | | | $ | (0.04 | ) |
| | | | | | |
Weighted average common shares outstanding | | | 37,349,192 | | | | 33,301,337 | |