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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
ANNUAL REPORT PURSUANT TO
SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission file number 001-11981
Municipal Mortgage & Equity, LLC
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
  52-1449733
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
621 East Pratt Street, Suite 300
Baltimore, Maryland 21202-3140
(Address of Principal Executive Offices)
(443) 263-2900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
     
Common Shares
  New York Stock Exchange, Inc.
      Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o
      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o
      The aggregate market value of the common shares, no par value per share (“common shares”), of the registrant held by non-affiliates of the registrant was approximately $763,960,772 based upon the closing price of $23.32 on the New York Stock Exchange composite tape on the last business day of the Company’s most recently completed second fiscal quarter.
      As of March 2, 2005, there were 37,832,775 common shares outstanding.
      Portions of the Company’s Proxy Statement for the Company’s 2005 Annual Meeting of Shareholders to be filed subsequent to the date hereof are incorporated by reference into Part III of this Annual Report on Form 10-K.
 
 


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Forward-Looking Information
This Annual Report on Form 10-K contains forward-looking statements, that involve certain risks and uncertainties. Such statements are included in this Annual Report on Form 10-K pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. Assumptions contained in various portions of this Annual Report on Form 10-K involve judgments with respect to, among other things, future economic and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Municipal Mortgage & Equity, LLC (“MuniMae” and, together with its subsidiaries, the “Company”). Although the Company believes that the assumptions underlying the forward-looking information included herein are reasonable, any of the assumptions could be inaccurate which may cause results to differ materially. Therefore, there can be no assurance that such forward-looking information will prove to be accurate and readers should be cautioned not to place undue reliance on such statements. In light of the significant uncertainties inherent in forward-looking information, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.


MUNICIPAL MORTGAGE & EQUITY, LLC
INDEX TO FORM 10-K
         
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 EX-10.1
 EX-10.4
 EX-10.6
 EX-10.13
 EX-10.21
 Exhibit 11.1 Statement of Computation of Earnings Per Share
 Exhibit 14.1 Code of Ethics
 Exhibit 21.1 List of Subsidiaries
 EX-23.1
 Exhibit 31.1 Certification of Chief Executive Officer
 Exhibit 31.2 Certification of Chief Financial Officer
 Exhibit 32.1 Certification of Chief Executive Officer
 Exhibit 32.2 Certification of Chief Financial Officer


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PART I
Item 1. Business.
      Municipal Mortgage & Equity, LLC (“MuniMae” and, together with its subsidiaries, the “Company”) provides debt and equity financing to developers of multifamily housing and other types of commercial real estate. The Company invests in tax-exempt bonds, or interests in bonds, issued by state and local governments or their agencies or authorities to finance multifamily housing developments. These tax-exempt bonds are not general obligations of state and local governments, or the agencies or authorities that issue the bonds. The multifamily housing developments, as well as the rents paid by the tenants, typically secure these investments. The Company also invests in other housing-related debt and equity investments, including equity investments in real estate operating partnerships; tax-exempt bonds, or interests in bonds, secured by student housing or assisted living developments; and tax-exempt bonds issued by community development districts to finance the development of community infrastructure which supports single-family housing, mixed use and commercial developments and secured by specific payments or assessments pledged by the local improvement district that issues the bonds (“CDD bonds”). Interest income derived from the majority of the Company’s bond investments is exempt income for Federal income tax purposes. Real estate finance activities include the origination of, investment in and servicing of investments in multifamily housing and other types of real estate, both for the Company’s own account and on behalf of third parties. These investments generate income that is includable income for Federal income tax purposes.
      The Company is also a tax credit syndicator. As a syndicator, the Company acquires and transfers to investors interests in partnerships that receive and distribute to investors low-income housing tax credits. The Company earns syndication fees on the placement of these interests with investors. The Company also earns fees for providing guarantees on certain tax credit equity funds and for managing the low-income housing tax credit equity funds it has syndicated.
      MuniMae was organized in 1996 as a Delaware limited liability company. As a limited liability company, the Company combines many of the limited liability, governance and management characteristics of a corporation with the pass-through income features of a partnership. Since MuniMae is classified as a partnership for Federal income tax purposes, MuniMae is not itself subject to Federal and, in most cases, state and local income taxes. Instead, each shareholder must include his or her distributive share of MuniMae’s income, deductions and credits on the shareholder’s income tax return. Most of the Company’s real estate finance and tax credit equity syndication activities are conducted through subsidiaries classified as corporations for Federal income tax purposes. These corporations do not have the pass-through income features of a partnership and, as a result, are subject to Federal, state and local income taxes.
      The Company posts all reports it files with the Securities and Exchange Commission (“SEC”) on its website at http://www.munimae.com. The Company also makes available free of charge its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those Reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they are filed with the SEC. These reports are available free of charge by contacting Angela Richardson in Investor Relations at 621 E. Pratt Street, Suite 300, Baltimore, Maryland, 21202 or info@munimae.com and 888-788-3863.
      Since the first quarter of 2002, MuniMae has had only common shares outstanding. For a description of other MuniMae securities of the Company that were outstanding prior to that time, see Part II, Item 5 below.
Acquisition of Housing and Community Investing Business of Lend Lease Corporation Limited
      On July 1, 2003, the Company acquired the Housing and Community Investing business of Lend Lease Real Estate Investments (“HCI”), for $102.0 million in cash ($105.3 million including acquisition costs). HCI is a syndicator of low-income housing tax credit equity investments. The HCI business is owned by MMA Financial TC Corp. (“TC Corp”), a wholly owned subsidiary of the Company. The

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Company’s results for 2003 reflect six months of activity from TC Corp and the Company’s results for 2004 reflect a full year of such activities.
Competition
      In seeking out attractive tax credit, multifamily and other housing-related investment opportunities, the Company competes directly against a large number of syndicators, direct investors and lenders-including banks, finance companies and other financial intermediaries-and providers of related services such as portfolio loan servicing. Certain of the Company’s competitors have substantially greater financial and operational resources than the Company. While the Company has historically been able to compete effectively against such competitors on the basis of its service, excellent access to investor capital, longstanding relationships with developers and a broad array of product offerings, many of the Company’s competitors benefit from substantial economies of scale in their business and have other competitive advantages.
      The Company competes directly with other syndicators in raising investor capital for tax credit investments. Certain of the Company’s competitors have greater financial and operational resources than the Company. While the Company has historically been able to compete effectively against such competitors on the basis of its service, track record, and excellent access to high-quality investments, several of our competitors benefit from the ability to use large amounts of tax credit themselves, from balance sheets that allow them to cost-effectively guarantee tax credit investments, and have other competitive advantages.
      In addition, in seeking permanent financing for their developments, the Company’s customers generally evaluate a wide array of taxable and tax-exempt financing options. While tax-exempt financings offer specific attractions for developers, they can be more complicated than taxable financings and can involve ongoing restrictions on the owner’s use of the property. As a result, the relative attractiveness of tax-exempt permanent financing may increase or decrease over time based on the availability and cost of taxable financing. In particular, the differential in interest expense between tax-exempt and taxable financing alternatives tends to be lower in a low interest rate environment, which may make the Company’s tax-exempt multifamily housing bond financings less attractive to developers than taxable alternatives. While the Company expects that its strategic emphasis will remain on tax-exempt financing, absent a major change in the tax code, the Company expects to continue to expand and diversify its other lines of business.
Syndication
      As a tax credit syndicator, the Company could be adversely affected if it is unable to syndicate to investors the tax credit investments it acquires for syndication, or if it syndicates the tax credit investments to investors at a price that is lower than the price paid for those investments. In most cases, the Company acquires interests in tax credit investments several months before those interests are sold to investors. In the event of dramatic market changes in the time between acquisition and sale of the interests, it is possible that the Company could suffer losses upon sale of the investments. If unable to sell the investments for an extended period of time, the Company could face demands from its lenders and foreclosure of tax credit interests. In over 17 years of tax credit syndication, the Company (including its predecessor organizations) has never failed to sell a tax credit investment acquired for syndication, and has never sustained significant losses in the syndication of tax credit investments. If market conditions were to change suddenly and dramatically, however, it is possible that the syndication risk would entail losses for the Company.
Business Segments
      The Company has three reportable business segments: (1) an investing segment consisting primarily of subsidiaries producing tax-exempt interest income through investments in tax-exempt bonds, interests in bond securitizations, taxable loans and derivative financial instruments; (2) a tax credit equity segment that primarily generates fees by providing tax credit equity syndication and asset management services; and (3) a real estate finance segment that primarily generates taxable fee income by providing loan

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servicing, loan origination, advisory and other related services. Prior to the acquisition of HCI, the tax credit equity and real estate finance segments were combined and reported as one segment called the operating segment. Segment results include all direct revenues and expenses of each segment and allocations of indirect expenses based on specific methodologies. The Company’s reportable segments are strategic business units that primarily generate different income streams and are managed separately.
      For the years ended December 31, 2004 and 2003, the Company’s total income, net income and identifiable assets have been distributed among the following segments:
                                                                                 
    For the year ended December 31,
     
    2004   2003
         
        Real Estate           Real Estate   Tax    
    Investing   Finance   Tax Credit   Adjustments(1)   Total   Investing   Finance   Credit   Adjustments(1)   Total
(in thousands)                                        
Total operating income
  $ 109,336     $ 58,787     $ 71,480     $ (21,197 )   $ 218,406     $ 92,965     $ 49,333     $ 44,595     $ (15,408 )   $ 171,485  
Net income (loss)
    63,431       (9,271 )     (24,630 )     (2,493 )     27,037       78,930       (495 )     (3,330 )     (2,610 )     72,495  
Identifiable assets
    1,688,233       760,713       1,129,345       (267,961 )     3,310,330       1,476,420       601,618       424,854       (253,273 )     2,249,619  
(1)  Represents origination fees on purchased investments that are deferred and amortized into income over the life of the investment, and intercompany interest, expense, receivables and payables that are eliminated in consolidation.
Employees
      As of March 2, 2005, the Company had 433 employees. The Company is not a party to any collective bargaining agreement.
Item 2. Properties.
      The Company leases office space as follows:
Baltimore, Maryland. In October 2003, the Company relocated its corporate offices in Baltimore. The office space contains 21,283 square feet. In the third quarter of 2004, the Company exercised its option to expand into an additional 13,045 square feet of space in the same building. This lease expires in January 2014.
Clearwater, Florida. In January 2001, the Company negotiated a lease in Clearwater. The office space contains 36,004 square feet and the lease expires in December 2005.
Tampa, Florida. In January 2005, the Company negotiated a new lease in Tampa. The office space contains 34,484 square feet. This lease expires in March 2016.
Boston, Massachusetts. In July 2003, the Company assumed a lease for 36,982 square feet of office space in connection with the acquisition of HCI. In the fourth quarter of 2004, the Company exercised its option to expand into an additional 11,762 square feet of office space in the same building. This lease expires July 2007.
      The Company also leases office space for its regional offices in Chicago, Illinois; Dallas, Texas; Detroit, Michigan; Washington D.C.; Atlanta, Georgia; Providence, Rhode Island; San Francisco, California; San Diego, California; Boulder, Colorado; and New York, New York. The Company believes its facilities are suitable for its requirements and are adequate for its current and contemplated future operations.
Item 3. Legal Proceedings.
      The Company is not a party to any material litigation or proceeding, or to the best of its knowledge, any threatened litigation or legal proceedings, which, in the opinion of management, individually or in the aggregate, would have a material adverse effect on its results of operations or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
      No matter was submitted to a vote of the Company’s shareholders during the three months ended December 31, 2004.

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PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
      The following table sets forth the high and low sale prices per common share as reported by the New York Stock Exchange for each calendar quarter in 2004 and 2003 and the distributions declared with respect to such shares allocable to such period.
                           
    Common Stock    
    Market Price    
        Distributions
    High   Low   Declared
             
2004:
                       
 
Fourth Quarter
  $ 27.21     $ 25.10     $ 0.4725  
 
Third Quarter
    25.26       23.35       0.4675  
 
Second Quarter
    25.74       22.41       0.4625  
 
First Quarter
    26.11       24.60       0.4575  
2003:
                       
 
Fourth Quarter
  $ 24.94     $ 23.60     $ 0.4525  
 
Third Quarter
    26.05       23.25       0.4500  
 
Second Quarter
    26.25       23.53       0.4475  
 
First Quarter
    25.99       22.90       0.4450  
      As of March 2, 2005, there were approximately 2,671 holders of record of common shares.
      It is the Company’s current policy to pay distributions to its holders of common shares quarterly in February, May, August and November.
Description of Shares
      Since March 2002, the common shares have been MuniMae’s only outstanding capital securities. The common shares have no par value. At December 31, 2004, 39,471,099 common shares were authorized. The holders of the common shares are entitled to distributions as and when declared by the Board of Directors out of funds legally available for that purpose. The Company’s current policy is to maximize shareholder value through increases in cash distributions to shareholders. The Company’s Board of Directors declares quarterly distributions based on management’s recommendation, which itself is based on evaluation of a number of factors, including the Company’s retained earnings, business prospects and available cash.
      The common shares are not redeemable (except pursuant to certain anti-takeover provisions), and upon liquidation share ratably in any assets remaining after payments to creditors. The holders of the common shares voting as a single class have the right to elect the directors of the Company and have voting rights with respect to a merger or consolidation of the Company (in which it is not the surviving entity) or the sale of substantially all of its assets, the removal of a director, the dissolution of the Company and certain anti-takeover provisions. Each common share entitles its holder to cast one vote on each matter presented for shareholder vote.
      Prior to March 2002, MuniMae had four types of shares outstanding: preferred shares, preferred capital distribution shares (“preferred cd shares”), term growth shares and common shares. These shares differed principally with respect to allocation of income and cash distributions, as provided by the terms of MuniMae’s Operating Agreement. MuniMae was required to distribute to the holders of preferred shares and preferred cd shares cash flow attributable to such shares as defined in MuniMae’s Operating Agreement. MuniMae was required to distribute 2.0% of the net cash flow to the holders of term growth

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shares. The balance of the Company’s cash flow was available for distribution to the holders of the common shares.
      MuniMae’s Operating Agreement provided that the preferred shares and the preferred cd shares were subject to partial redemption when any bond attributable to the shares was sold, or beginning in the year 2000, when any bond attributable to the shares reached par value based on an appraisal.
      Between December 2000 and January 2002, all of the bonds attributable to the preferred shares and preferred cd shares were either paid off, sold and/or reached par value. As a result, in March 2002, MuniMae redeemed the last outstanding preferred shares and preferred cd shares. The Operating Agreement also required that the term growth shares be redeemed after the last preferred share was redeemed. As a result, the term growth shares, which had no residual value, were also redeemed in 2002.
      The preferred shares and the preferred cd shares were not listed on any national security exchanges and there was no established public trading market for these shares.
Securities Authorized for Issuance under Equity Compensation Plans
      The following table sets forth information regarding MuniMae’s securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2004.
                           
            Number of securities
            remaining available for
            future issuance under
    Number of securities to   Weighted-average   equity compensation
    be issued upon exercise   exercise price of   plans (excluding
    of outstanding options,   outstanding options,   securities reflected in
Plan Category   warrants and rights(1)   warrants and rights   first column)
             
Equity compensation plans approved by security holders:
                       
 
Non-employee director’s share plans
    152,000     $ 22.75(2 )     412,922  
 
Employee share incentive plans
    638,008 (3)   $ 17.59(2 )     1,683,222  
Equity compensation plans not approved by security holders
                   
                   
Total
    790,008               2,096,144  
                   
(1)  Does not include any deferred shares which have already vested, as such shares are already reflected in the Company’s common shares outstanding.
 
(2)  Represents the weighted-average exercise price of the outstanding stock options.
 
(3)  Includes 199,073 unvested deferred shares and 438,935 stock options.

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Item 6. Selected Financial Data.
      The following selected financial data have been summarized or derived from the Company’s audited financial statements. Additional financial information is set forth in the audited consolidated financial statements and notes thereto contained in “Item 8. Financial Statements and Supplementary Data.”
                                         
    As of and for the year ended December 31,
     
    2004(9)   2003(6)   2002   2001   2000
(in thousands)                    
INCOME STATEMENT DATA:
                                       
Interest income
  $ 134,399     $ 111,005     $ 108,597     $ 92,227     $ 79,225  
Fee income
    66,048       60,480       26,057       28,956       19,308  
Net rental income
    17,959                          
                               
Total income
    218,406       171,485       134,654       121,183       98,533  
Interest expense
    69,884       44,528       36,596       30,696       31,152  
Interest expense on debentures and preferred shares(1)
    17,318       6,189                    
Operating expenses
    107,103       57,076       34,154       33,409       24,249  
Depreciation and amortization
    14,159       7,492       1,857       2,509       1,887  
                               
Total expenses
    208,464       115,285       72,607       66,614       57,288  
Net gain on sale of loans
    3,393       4,864       3,407       3,477       2,127  
Net gain on sale of tax-exempt investments
    304       2,133       4,896       2,396       192  
Net gain on sale of investments in tax credit equity partnerships
    3,019       2,747       282       2,322        
Net loss on derivatives
    (219 )     (1,919 )     (24,474 )     (7,935 )      
Impairments and valuation allowances
    (7,141 )     (6,983 )     (730 )     (3,229 )     (1,508 )
Net losses from equity investments in partnerships
    (169,404 )     (3,173 )     (3,057 )     (1,279 )      
Income tax (expense) benefit
    (2,737 )     138       (1,484 )     (1,383 )     (2,006 )
Net income (expense) allocable to minority interest
    178,280       (6,032 )     (11,938 )     (10,779 )     (8,475 )
                               
Income from continuing operations
    15,437       47,975       28,949       38,159       31,575  
Discontinued operations
    11,080 (7)     25,748 (5)                  
Cumulative effect of a change in accounting principle
    520 (8)     (1,228 )(2)           (12,277 )(3)      
                               
Net income
  $ 27,037     $ 72,495     $ 28,949     $ 25,882     $ 31,575  
                               
Net income available to common shareholders
  $ 27,037     $ 72,495     $ 28,796     $ 23,847     $ 29,076  
                               
 
NET INCOME PER SHARE:
                                       
Common shares (diluted earnings per share before discontinued operations and cumulative effect of accounting change)
  $ 0.44     $ 1.61     $ 1.13     $ 1.66     $ 1.62  
Common shares (diluted earnings per share)
  $ 0.78     $ 2.44     $ 1.13     $ 1.09     $ 1.62  

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    As of and for the year ended December 31,
     
    2004(9)   2003(6)   2002   2001   2000
(in thousands)                    
BALANCE SHEET DATA:
                                       
Investment in tax-exempt bonds and interests in bond securitizations, net
  $ 1,275,748     $ 1,043,973     $ 781,384     $ 629,755     $ 500,190  
Loans receivable, net
    630,939       552,376       461,448       440,031       349,291  
Investments in partnerships
    827,273 (9)     282,492       99,966       5,393        
Investment in derivative financial instruments
    3,102       2,563       18,762       2,912        
Total assets
    3,310,330       2,249,619       1,552,918       1,289,276       987,882  
Notes payable
    880,224       663,544       460,449       420,063       329,159  
Mortgage notes payable
    132,237                          
Short-term debt
    413,157       371,881       219,945       78,560       41,290  
Long-term debt
    164,014       172,642       137,832       134,881       70,899  
Subordinate debentures
    84,000                          
Preferred shares subject to mandatory redemption(1)
    168,000       168,000                    
Tax credit equity guarantee liability
    186,778       151,326                    
Investment in derivative financial instruments
    4,923       15,287       49,359       18,646        
Minority interest in subsidiary companies
    404,586 (9)     31                    
Preferred shareholders’ equity in a subsidiary company(1)
    71,031             160,465       160,645       137,664  
Total shareholders’ equity
    672,935       641,835       487,064       436,708       364,783  
 
CASH DISTRIBUTIONS PER SHARE:
                                       
Common shares: