Exhibit 99.3
Municipal Mortgage & Equity, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
| | | | | | | | |
| | June 30, | | | December 31, | |
| | 2005 | | | 2004 | |
ASSETS: | | | | | | | | |
Investment in tax-exempt bonds and interests in bond securitizations, net | | $ | 1,354,108 | | | $ | 1,275,748 | |
Investment in taxable bonds | | | 16,389 | | | | 9,205 | |
Loans receivable, net | | | 663,663 | | | | 593,968 | |
Loans receivable held for sale | | | 715 | | | | 27,766 | |
Investments in partnerships | | | 672,609 | | | | 827,273 | |
Investment in derivative financial instruments | | | 3,206 | | | | 3,102 | |
Cash and cash equivalents | | | 136,698 | | | | 92,881 | |
Interest receivable | | | 20,002 | | | | 18,368 | |
Restricted assets | | | 81,064 | | | | 72,805 | |
Other assets | | | 82,099 | | | | 66,040 | |
Land, building and equipment, net | | | 162,518 | | | | 182,773 | |
Mortgage servicing rights, net | | | 13,309 | | | | 11,349 | |
Goodwill | | | 107,561 | | | | 106,609 | |
Other intangibles | | | 25,764 | | | | 22,443 | |
| | | | | | |
Total assets | | $ | 3,339,705 | | | $ | 3,310,330 | |
| | | | | | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY: | | | | | | | | |
Notes payable | | $ | 740,183 | | | $ | 880,224 | |
Mortgage notes payable | | | 108,783 | | | | 32,237 | |
Short-term debt | | | 490,215 | | | | 413,157 | |
Long-term debt | | | 182,337 | | | | 164,014 | |
Subordinate debentures | | | 172,750 | | | | 84,000 | |
Preferred shares subject to mandatory redemption | | | 168,000 | | | | 168,000 | |
Tax credit equity guarantee liability | | | 223,986 | | | | 186,778 | |
Investment in derivative financial instruments | | | 3,204 | | | | 4,923 | |
Accounts payable and accrued expenses | | | 21,173 | | | | 35,003 | |
Interest payable | | | 16,172 | | | | 19,266 | |
Unearned revenue and other liabilities | | | 90,256 | | | | 74,176 | |
| | | | | | |
Total liabilities | | | 2,217,059 | | | | 2,161,778 | |
| | | | | | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
Minority interest in subsidiary companies | | | 312,484 | | | | 404,586 | |
Preferred shareholders’ equity in a subsidiary company, liquidation preference of $73,000 at June 30, 2005 and December 31, 2004, respectively | | | 71,031 | | | | 71,031 | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Common shares, par value $0 (42,046,099 shares authorized, including 38,074,265 shares issued and outstanding, and 70,855 deferred shares at June 30, 2005 and 39,471,099 shares authorized, 35,179,884 shares issued and outstanding, and 58,114 deferred shares at December 31, 2004 | | | 749,424 | | | | 681,227 | |
Less common shares held in treasury at cost (181,015 and 124,715 at June 30, 2005 and December 31, 2004, respectively) | | | (3,987 | ) | | | (2,615 | ) |
Less unearned compensation (deferred shares) | | | (7,539 | ) | | | (4,145 | ) |
Accumulated other comprehensive income (loss) | | | 1,233 | | | | (1,532 | ) |
| | | | | | |
Total shareholders’ equity | | | 739,131 | | | | 672,935 | |
| | | | | | |
Total liabilities and shareholders’ equity | | $ | 3,339,705 | | | $ | 3,310,330 | |
| | | | | | |
BOOK VALUE PER COMMON SHARE | | $ | 19.47 | | | $ | 19.16 | |
| | | | | | |
Municipal Mortgage & Equity, LLC
CALCULATION OF CASH AVAILABLE FOR DISTRIBUTION
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | For the three months ended | | | For the six months ended | |
| | June 30, | | | June 30, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
SOURCES OF CASH: | | | | | | | | | | | | | | | | |
Interest on bonds, interests in bond securitizations and loans | | $ | 32,776 | | | $ | 32,342 | | | $ | 65,345 | | | $ | 61,201 | |
Syndication fees | | | 9,409 | | | | 11,190 | | | | 16,598 | | | | 15,923 | |
Asset management and advisory fees | | | 7,309 | | | | 5,398 | | | | 15,203 | | | | 11,564 | |
Origination and brokerage fees | | | 2,822 | | | | 4,191 | | | | 4,917 | | | | 6,161 | |
Guarantee fees | | | 4,041 | | | | 4,566 | | | | 7,113 | | | | 5,066 | |
Loan servicing fees | | | 2,307 | | | | 1,940 | | | | 4,373 | | | | 3,813 | |
Distributions from equity investments in partnerships | | | 3,574 | | | | 1,887 | | | | 5,210 | | | | 3,805 | |
Other income | | | 2,278 | | | | 2,152 | | | | 4,502 | | | | 3,990 | |
Interest on short-term investments | | | 1,323 | | | | 1,930 | | | | 2,175 | | | | 2,717 | |
Net gain on sales | | | 6,482 | | | | 1,089 | | | | 7,348 | | | | 1,700 | |
| | | | | | | | | | | | |
Total Sources of Cash | | | 72,321 | | | | 66,685 | | | | 132,784 | | | | 115,940 | |
| | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | | | | | |
Interest expense | | | 16,476 | | | | 15,481 | | | | 31,331 | | | | 30,220 | |
Interest expense on debentures and preferred shares | | | 6,080 | | | | 4,004 | | | | 11,828 | | | | 7,050 | |
Salaries and benefits | | | 19,011 | | | | 19,679 | | | | 36,076 | | | | 32,738 | |
Professional fees | | | 3,214 | | | | 2,481 | | | | 4,765 | | | | 3,975 | |
General and administrative | | | 5,208 | | | | 3,529 | | | | 9,215 | | | | 7,468 | |
Loss on loans and investments | | | — | | | | — | | | | — | | | | (26 | ) |
Income tax expense | | | 380 | | | | 187 | | | | 593 | | | | 190 | |
| | | | | | | | | | | | |
Total Expenses | | | 50,369 | | | | 45,361 | | | | 93,808 | | | | 81,615 | |
| | | | | | | | | | | | |
Cash available for distribution | | | 21,952 | | | | 21,324 | | | | 38,976 | | | | 34,325 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LESS: | | | | | | | | | | | | | | | | |
Cash allocable to minority interest | | | 944 | | | | — | | | | 1,894 | | | | — | |
| | | | | | | | | | | | |
Cash available for distribution to common shares | | $ | 21,008 | | | $ | 21,324 | | | $ | 37,082 | | | $ | 34,325 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CAD per common share | | $ | 0.55 | | | $ | 0.61 | | | $ | 0.98 | | | $ | 0.98 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CALCULATION OF CASH DISTRIBUTION: | | | | | | | | | | | | | | | | |
Cash available for distribution to common shares | | $ | 21,008 | | | $ | 21,324 | | | $ | 37,082 | | | $ | 34,325 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Actual amount paid | | $ | 18,318 | | | $ | 16,138 | | | $ | 36,418 | | | $ | 32,078 | |
| | | | | | | | | | | | |
Payout Ratio | | | 87.2 | % | | | 75.7 | % | | | 98.3 | % | | | 93.5 | % |
| | | | | | | | | | | | |
Common shares outstanding | | | 37,694,105 | | | | 34,893,770 | | | | | | | | | |
| | | | | | | | | | | | |
Cash Distribution per common share | | $ | 0.4825 | | | $ | 0.4625 | | | $ | 0.9600 | | | $ | 0.9200 | |
| | | | | | | | | | | | |
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.
Municipal Mortgage & Equity, LLC
VARIANCE ANALYSIS FOR CAD
2nd Quarter 2005 Compared to 2nd Quarter 2004:
CAD for the second quarter of 2005 decreased $0.3 million over the same period last year due primarily to the following changes:
| (1) | | a $5.4 million increase in net gain on sales due primarily to an increase in the volume of tax exempt bond sales/repayments and a gain associated with the termination of certain interest rate swaps; |
|
| (2) | | a $1.9 million increase in asset management and advisory fees primarily due to the new MRC business; |
|
| (3) | | a $1.7 million increase in distributions from equity investments in partnerships due to an increase in distributions from the CAPREIT investments and increases from the new MRC business; |
|
| (4) | | a $0.7 million decrease in salaries and benefits resulting from a 25% increase in headcount, offset in the quarter by a larger decrease in bonus costs due to timing differences and changes in bonus structure; |
|
| (5) | | a $0.4 million increase in loan servicing fees driven by an increase in the size of the loan servicing portfolio; and |
|
| (6) | | a $0.1 million increase in other income primarily the result of the new MRC business; |
Offset in part by:
| (7) | | a $4.2 million decrease in net interest income (interest on bonds, interests in bond securitizations and loans, interest on short-term investments less interest expense, interest expense on debentures and preferred shares and cash allocable to minority interest) due primarily to an overall growth of the bond and loan portfolios, offset by decreases in interest income relative to defaulted and nonaccrual bonds and bonds that have been sold/repaid as well as increases in interest expense, interest expense on debentures and preferred shares and cash allocable to minority interest due to increases in senior costs on securitizations and borrowing rates and increases in preferred shares and trust preferred securities from offerings subsequent to the second quarter of 2004; |
|
| (8) | | a $1.8 million decrease in syndication fees due to a decrease in overall volume of approximately 7%; |
|
| (9) | | a $1.7 million increase in general and administrative expenses primarily due to cost increases in travel and information technology and an overall increase in volume of Company business; |
|
| (10) | | a $1.4 million decrease in origination and brokerage fees resulting from a decrease in deal volume of our legacy businesses offset by increases from the new MRC business; |
|
| (11) | | a $0.7 million increase in professional fees primarily driven by an increase in accounting and consulting fees surrounding internal control compliance; |
|
| (12) | | a $0.5 million decrease in guarantee fees due to a decrease in the volume of guaranteed funds established during the quarter; and |
|
| (13) | | a $0.2 million increase in income tax expense due to an increase in state tax liabilities associated with the acquisition of MRC. |
Municipal Mortgage & Equity, LLC
VARIANCE ANALYSIS FOR CAD
June 30, 2005 Year to Date Compared to June 30, 2004 Year to Date:
CAD for the six months ending June 30, 2005, increased $2.8 million over the same period last year due primarily to the following changes:
| (1) | | a $5.7 million increase in net gain on sales due primarily to an increase in the volume of tax exempt bond sales/repayments and a gain associated with the termination of certain interest rate swaps; |
|
| (2) | | a $3.6 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 asset management fees associated with the new MRC business; |
|
| (3) | | a $2.0 million increase in guarantee fees resulting from a guarantee associated with a bond investment and an increase in fees from the new 2005 guaranteed funds; |
|
| (4) | | a $1.4 million increase in distributions from equity investments in partnerships due to an increase in distributions from the CAPREIT investments and increases from the new MRC business; |
|
| (5) | | a $0.7 million increase in syndication fees due to an overall increase in business volume of 6%; |
|
| (6) | | a $0.6 million increase in loan servicing fees driven by an increase in the size of the loan servicing portfolio; and |
|
| (7) | | a $0.5 million increase in other income due to fees generated from the new MRC business and from property disposition consultation fees; |
Offset in part by:
| (8) | | a $4.2 million decrease in net interest income (interest on bonds, interests in bond securitizations and loans, interest on short-term investments less interest expense, interest expense on debentures and preferred shares and cash allocable to minority interest) due primarily to an overall growth of the bond and loan portfolios, offset by decreases in interest income relative to defaulted and nonaccrual bonds and bonds that have been sold/repaid as well as increases in interest expense, interest expense on debentures and preferred shares and cash allocable to minority interest due to increases in senior costs on securitizations and borrowing rates and increases in preferred shares and trust preferred securities from offerings subsequent to the second quarter of 2004; |
|
| (9) | | a $3.3 million increase in salaries and benefits resulting from increases in medical insurance expenses, salary and other compensation costs generated by an approximate 25% increase in headcount, offset by a decrease in bonus costs due to timing differences and changes in bonus structure; |
|
| (10) | | a $1.8 million increase in general and administrative expenses primarily due to cost increases in travel and information technology and an overall increase in volume of Company business; |
|
| (11) | | a $1.2 million decrease in origination and brokerage fees resulting from a decrease in deal volume of our legacy businesses offset by increases from the new MRC business; |
|
| (12) | | a $0.8 million increase in professional fees primarily driven by an increase in accounting and consulting fees surrounding internal control compliance; |
|
| (13) | | a $0.4 million increase in income tax expense due to an increase in state tax liabilities associated with the acquisition of MRC. |
Municipal Mortgage & Equity, LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | For the three months ended | | | For the six months ended | |
| | June 30, | | | June 30, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
INCOME: | | | | | | | | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | | |
Interest on bonds and interests in bond securitizations | | $ | 24,361 | | | $ | 21,340 | | | $ | 47,446 | | | $ | 40,842 | |
Interest on loans | | | 11,665 | | | | 11,388 | | | | 23,611 | | | | 22,109 | |
Interest on short-term investments | | | 994 | | | | 1,859 | | | | 1,481 | | | | 2,666 | |
| | | | | | | | | | | | |
Total interest income | | | 37,020 | | | | 34,587 | | | | 72,538 | | | | 65,617 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Fee income | | | | | | | | | | | | | | | | |
Syndication fees | | | 4,424 | | | | 4,190 | | | | 9,032 | | | | 7,941 | |
Origination and brokerage fees | | | 1,410 | | | | 2,848 | | | | 1,845 | | | | 3,765 | |
Guarantee fees | | | 4,039 | | | | 1,506 | | | | 6,975 | | | | 3,359 | |
Asset management and advisory fees | | | 5,344 | | | | 1,967 | | | | 11,030 | | | | 8,133 | |
Loan servicing fees | | | 1,350 | | | | 1,139 | | | | 2,572 | | | | 2,258 | |
Other income | | | 1,388 | | | | 1,213 | | | | 2,764 | | | | 2,558 | |
| | | | | | | | | | | | |
Total fee income | | | 17,955 | | | | 12,863 | | | | 34,218 | | | | 28,014 | |
| | | | | | | | | | | | |
Net rental income | | | 5,550 | | | | 5,496 | | | | 12,122 | | | | 5,496 | |
| | | | | | | | | | | | |
Total income | | | 60,525 | | | | 52,946 | | | | 118,878 | | | | 99,127 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EXPENSES: | | | | | | | | | | | | | | | | |
Interest expense | | | 18,702 | | | | 18,651 | | | | 35,819 | | | | 32,554 | |
Interest expense on debentures and preferred shares | | | 6,081 | | | | 4,004 | | | | 11,312 | | | | 7,049 | |
Salaries and benefits | | | 19,839 | | | | 20,460 | | | | 37,688 | | | | 36,044 | |
General and administrative | | | 7,546 | | | | 6,654 | | | | 16,716 | | | | 10,352 | |
Professional fees | | | 3,466 | | | | 2,731 | | | | 5,344 | | | | 4,225 | |
Depreciation and amortization | | | 3,937 | | | | 3,936 | | | | 7,731 | | | | 5,875 | |
| | | | | | | | | | | | |
Total expenses | | | 59,571 | | | | 56,436 | | | | 114,610 | | | | 96,099 | |
| | | | | | | | | | | | |
Net gain on sale of loans | | | 1,251 | | | | 1,730 | | | | 965 | | | | 2,410 | |
Net gain on sale of tax-exempt investments | | | 5,159 | | | | 1,013 | | | | 6,073 | | | | 1,205 | |
Net gain on sale of investments in tax credit equity partnerships | | | 5,723 | | | | 379 | | | | 6,564 | | | | 2,814 | |
Net gain on deconsolidation of tax credit equity partnerships | | | 2,501 | | | | — | | | | 2,501 | | | | | |
Net gain on derivatives | | | 94 | | | | 6,687 | | | | 2,982 | | | | 3,262 | |
Impairments and valuation allowances | | | (554 | ) | | | (430 | ) | | | (1,366 | ) | | | (730 | ) |
| | | | | | | | | | | | |
Income before income tax (expense) benefit, net income allocable to minority interest, net losses from equity investments in partnerships, discontinued operations and cumulative effect of a change in accounting principle | | | 15,128 | | | | 5,889 | | | | 21,987 | | | | 11,989 | |
Income tax (expense) benefit | | | (4,251 | ) | | | (173 | ) | | | (3,035 | ) | | | 2,337 | |
Net income allocable to minority interest | | | 22,031 | | | | 76,659 | | | | 60,913 | | | | 76,764 | |
Net losses from equity investments in partnerships | | | (9,330 | ) | | | (71,224 | ) | | | (54,056 | ) | | | (81,735 | ) |
| | | | | | | | | | | | |
Income from continuing operations | | | 23,578 | | | | 11,151 | | | | 25,809 | | | | 9,355 | |
Discontinued operations | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Income before cumulative effect of a change in accounting principle | | | 23,578 | | | | 11,151 | | | | 25,809 | | | | 9,355 | |
Cumulative effect of a change in accounting principle | | | — | | | | — | | | | — | | | | 520 | |
| | | | | | | | | | | | |
Net income | | $ | 23,578 | | | $ | 11,151 | | | $ | 25,809 | | | $ | 9,875 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | (Continued) |
Municipal Mortgage & Equity, LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | For the three months ended | | | For the six months ended | |
| | June 30, | | | June 30, | |
| | 2005 | | | 2004 | | | 2005 | | | 2004 | |
Basic earnings per common share: | | | | | | | | | | | | | | | | |
Earnings before discontinued operations and cumulative effect of a change in accounting principle | | $ | 0.62 | | | $ | 0.32 | | | $ | 0.69 | | | $ | 0.27 | |
Discontinued operations | | | — | | | | — | | | | — | | | | — | |
Cumulative effect of a change in accounting principle | | | — | | | | — | | | | — | | | | 0.02 | |
| | | | | | | | | | | | |
Basic earnings per common share | | $ | 0.62 | | | $ | 0.32 | | | $ | 0.69 | | | $ | 0.29 | |
| | | | | | | | | | | | |
Weighted average common shares outstanding | | | 37,919,842 | | | | 34,800,580 | | | | 37,404,006 | | | | 34,047,243 | |
| | | | | | | | | | | | | | | | |
Diluted earnings per common share: | | | | | | | | | | | | | | | | |
Earnings before discontinued operations and cumulative effect of a change in accounting principle | | $ | 0.61 | | | $ | 0.32 | | | $ | 0.68 | | | $ | 0.27 | |
Discontinued operations | | | — | | | | — | | | | — | | | | — | |
Cumulative effect of a change in accounting principle | | | — | | | | — | | | | — | | | | 0.02 | |
| | | | | | | | | | | | |
Diluted earnings per common share | | $ | 0.61 | | | $ | 0.32 | | | $ | 0.68 | | | $ | 0.29 | |
| | | | | | | | | | | | |
Weighted average common shares outstanding | | | 38,432,587 | | | | 35,140,968 | | | | 37,890,911 | | | | 34,406,363 | |