Attached files
| file | filename |
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| 8-K - FORM 8-K MAIN BODY - CENTERLINE HOLDING CO | f8k_dec2010-clnh.htm |
| EX-99.1 - 2010 EARNINGS PRESS RELEASE - CENTERLINE HOLDING CO | exh99-1.htm |
Exhibit 99.2
CENTERLINE HOLDING
COMPANY
COMPANY
Financial Overview
4Q10 | December 31, 2010
CENTERLINE CAPITAL GROUP
Table of Contents
Centerline Corporate Overview pg 3
Equity Ownership Summary pg 7
Supplemental Financial Information pg 9
Glossary pg 24
Corporate Office
625 Madison Avenue
New York, NY 10022
Phone: 212-317-5700
Fax: 212-751-3550
www.centerline.com
OTC Symbol: CLNH
Investor Contacts
Rob Levy
President, CFO and COO
212-317-5700
Denise Bernstein
Investor Relations
212-521-6451
Centerline Corporate Overview pg 3
Equity Ownership Summary pg 7
Supplemental Financial Information pg 9
Glossary pg 24
Corporate Office
625 Madison Avenue
New York, NY 10022
Phone: 212-317-5700
Fax: 212-751-3550
www.centerline.com
OTC Symbol: CLNH
Investor Contacts
Rob Levy
President, CFO and COO
212-317-5700
Denise Bernstein
Investor Relations
212-521-6451
This presentation contains forward-looking statements about
Centerline Holding Company. Certain statements in this document
may constitute forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Except for historical information, the matters
discussed in this presentation are forward-looking statements
subject to certain risks and uncertainties. These statements are
based on management's current expectations and beliefs and are
subject to a number of factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. These risks and uncertainties are
detailed in Centerline Holding Company's most recent Annual
Report on Form 10-K and the Quarterly Reports on Form 10-Q for
the first, second and third quarters of 2010 filed with the
Securities and Exchange Commission, and include, among
others, business limitations caused by adverse changes in real
estate and credit markets and general economic and business
conditions; our ability to generate new income sources, raise
capital for investment funds and maintain business relationships
with providers and users of capital; changes in applicable laws
and regulations; our tax treatment, the tax treatment of our
subsidiaries and the tax treatment of our investments; risk of
allocations of income to our shareholders without corresponding
cash distributions; possible adverse effects of a future issuance of
shares or a reverse share split; possible deterioration in cash
flows generated by material investments, such as the Freddie
Mac B-Certificate; competition with other companies; risk of loss
under mortgage banking loss sharing agreements; and risks
associated with providing credit intermediation. Words such as
"anticipates", "expects", "intends", "plans", "believes", "seeks",
"estimates" and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements
speak only as of the date of this document. Centerline Holding
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Centerline
Holding Company's expectations with regard thereto or change in
events, conditions, or circumstances on which any such statement
is based.
Centerline Holding Company. Certain statements in this document
may constitute forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Except for historical information, the matters
discussed in this presentation are forward-looking statements
subject to certain risks and uncertainties. These statements are
based on management's current expectations and beliefs and are
subject to a number of factors and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. These risks and uncertainties are
detailed in Centerline Holding Company's most recent Annual
Report on Form 10-K and the Quarterly Reports on Form 10-Q for
the first, second and third quarters of 2010 filed with the
Securities and Exchange Commission, and include, among
others, business limitations caused by adverse changes in real
estate and credit markets and general economic and business
conditions; our ability to generate new income sources, raise
capital for investment funds and maintain business relationships
with providers and users of capital; changes in applicable laws
and regulations; our tax treatment, the tax treatment of our
subsidiaries and the tax treatment of our investments; risk of
allocations of income to our shareholders without corresponding
cash distributions; possible adverse effects of a future issuance of
shares or a reverse share split; possible deterioration in cash
flows generated by material investments, such as the Freddie
Mac B-Certificate; competition with other companies; risk of loss
under mortgage banking loss sharing agreements; and risks
associated with providing credit intermediation. Words such as
"anticipates", "expects", "intends", "plans", "believes", "seeks",
"estimates" and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements
speak only as of the date of this document. Centerline Holding
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Centerline
Holding Company's expectations with regard thereto or change in
events, conditions, or circumstances on which any such statement
is based.
CENTERLINE CAPITAL GROUP
Centerline Corporate Overview
4
Corporate Overview
5
Business Groups
6
Competitive Advantages
CENTERLINE CAPITAL GROUP
Equity Ownership Summary
8
Equity Ownership as of December 31, 2010
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(1)
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On October 6, 2010, Centerline shareholders approved the amendment to the Company’s trust agreement that increased the number of shares authorized for issuance from 160 million shares to 800 million shares. At that time, 19.3 million of the Special Series A Shares automatically were converted into 289.9 million of common shares at 1:15 ratio.
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(2)
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Excludes common shares owned by The Related Companies as they are shown separately.
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(3)
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The FDIC, in its capacity as Receiver, is the record owner of common shares on behalf of the following entities: California National Bank, California Savings Bank, San Diego National Bank, Indy Mac Bank, F.S.B., North Houston Bank, and Community Bank & Trust.
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(4)
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Shareholders are subject to Lock-Up Agreements through March 2013, pursuant to which they may not offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise sell or dispose of any of their Centerline equity interests.
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(1)
(4)
(4)
(4)
(4)
CENTERLINE CAPITAL GROUP
Supplemental Financial Statements
Prior periods in the accompanying supplemental financial information have been reclassified to reflect the March 2010
Restructuring and the impact of discontinued operations in accordance with Financial Accounting Standards Board
Accounting Standards Codification Subtopic 205-20, Discontinued Operations.
Restructuring and the impact of discontinued operations in accordance with Financial Accounting Standards Board
Accounting Standards Codification Subtopic 205-20, Discontinued Operations.
The accompanying “As Adjusted” balance sheets and statements of operations are not in accordance with GAAP, are
presented for the purpose of enhancing the understanding of the economics of our business, and may not be
comparable to figures reported by other companies.
presented for the purpose of enhancing the understanding of the economics of our business, and may not be
comparable to figures reported by other companies.
11
As Adjusted Balance Sheet
Asset Detail
12
As Adjusted Balance Sheet (cont.)
Liability Detail
13
Capital Summary
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*
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All values and balances are as of December 31, 2010
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(1)
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Excludes Centerline Financial Holdings and Centerline Financial LLC credit facilities
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(2)
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Credit Capacity includes the $12.0M in letters of credit which was issued under the Revolving Credit Facility (once these letters of credit are terminated these amounts cannot be redrawn). No change between 12/31 and 2/15
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(1) Refer to pages 23 and 24
for further details. |
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(2) Includes prepayment
penalties, expense reimbursements, gains on sales of mortgage loans and other revenues. |
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15
Consolidated Statement of Operations (2010)
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* Year ended December 31,
2010 amounts include non- recurring items recorded as a result of the March 2010 Restructuring. |
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(1) Refer to pages 23 and 24
for further details. |
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(2) Includes prepayment
penalties, expense reimbursements, gains on sales of mortgage loans and other revenues. |
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(3) The numerator of the
calculation of basic and diluted net income per share includes the dividends in arrears for 2009 and for 2010 a reversal of all preferred dividends in arrears upon conversion of the preferred CRA shares into Special Series A Shares, and the effect of redeemable share conversions. |
16
Q4 2010 As Adjusted Income Statement
Revenue & Equity Income Detail
Key Revenue Drivers:
Investment management income
Investment income
Transactional income
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2010 As Adjusted Income Statement
Revenue & Equity Income Detail
Key Revenue Drivers:
Investment management income
Investment income
Transactional income
18
2010 As Adjusted Income Statement
Non-Recurring Items Recorded as a result
of the March 2010 Restructuring
19
Q4 2010 Detailed As Adjusted Balance Sheet
20
Q4 2009 Detailed As Adjusted Balance Sheet
21
Q4 2010 Detailed As Adjusted Income Statement
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(1) Refer to pages 23 and 24
for further details. |
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(2) Includes prepayment
penalties, expense reimbursements, gains on sales of mortgage loans and other revenues. |
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22
2010 Detailed As Adjusted Income Statement
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* Year ended December 31,
2010 amounts include non- recurring items recorded as a result of the March 2010 Restructuring. |
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(1) Refer to pages 23 and 24
for further details. |
|
(2) Includes prepayment
penalties, expense reimbursements, gains on sales of mortgage loans and other revenues. |
|
(3) The numerator of the
calculation of basic and diluted net income per share includes the dividends in arrears for 2009 and for 2010 a reversal of all preferred dividends in arrears upon conversion of the preferred CRA shares into Special Series A Shares, and the effect of redeemable share conversions. |
23
P&L Adjustments - Details
Consolidated Partnerships
Centerline’s operating results include the results of Tax Credit Fund Partnerships that are required to be consolidated pursuant to various accounting pronouncements, as well as
other Tax Credit Fund Partnerships and Property Partnerships that Centerline controls but in which it has little or no equity interest. As Centerline has virtually no economic interest
in these partnerships, the net losses they generated were allocated almost entirely to the Partnerships' investors. The consolidation, therefore, has an insignificant impact on net
income (loss), although certain Centerline operating results are eliminated in consolidation, and operating results of the consolidated partnerships are reflected in the income
statement.
other Tax Credit Fund Partnerships and Property Partnerships that Centerline controls but in which it has little or no equity interest. As Centerline has virtually no economic interest
in these partnerships, the net losses they generated were allocated almost entirely to the Partnerships' investors. The consolidation, therefore, has an insignificant impact on net
income (loss), although certain Centerline operating results are eliminated in consolidation, and operating results of the consolidated partnerships are reflected in the income
statement.
Given the above, the Company is presenting its operating results adjusted to exclude the impact of such partnerships’ consolidation.
Mortgage Revenue Bonds
For GAAP reporting purposes, consummation of the December 2007 Re-Securitization with Freddie Mac constituted a sale of the mortgage revenue bond investments, with the
exception of certain bonds for which our continuing involvement precluded sale treatment. The Company is presenting its operating results adjusted to reflect all mortgage
revenue bonds included in the December 2007 Re-Securitization as sold.
exception of certain bonds for which our continuing involvement precluded sale treatment. The Company is presenting its operating results adjusted to reflect all mortgage
revenue bonds included in the December 2007 Re-Securitization as sold.
ØThe balance sheet adjustments primarily relate to cash and deposits receivable which collateralize credit intermediation agreements, outstanding under a senior credit facility
with no recourse to Centerline, loss reserves for credit intermediation agreements, deferred income, and fees payable for the restructuring of certain credit intermediation
agreements.
with no recourse to Centerline, loss reserves for credit intermediation agreements, deferred income, and fees payable for the restructuring of certain credit intermediation
agreements.
ØThe income statement adjustments primarily relate to fee income on credit intermediation agreements, provision for losses on credit intermediation agreements, fee expense
relating to certain restructured credit intermediation agreements and equity income on the investment in Credit Risk Product subsidiaries.
relating to certain restructured credit intermediation agreements and equity income on the investment in Credit Risk Product subsidiaries.
Centerline Equity Issuer Trust (“EIT”)
Centerline’s operating results include the income related to Series A-1 Freddie Mac Certificates, and expenses related to preferred shares issued by EIT, a special purpose
entity. Such preferred shares are secured by EIT’s assets, are non-recourse to Centerline and shares are fully defeased in principle and maturity by the Freddie Mac A-1
certificates. Accordingly, the Company is presenting its operating results adjusted to exclude the impact of EIT’s consolidation.
entity. Such preferred shares are secured by EIT’s assets, are non-recourse to Centerline and shares are fully defeased in principle and maturity by the Freddie Mac A-1
certificates. Accordingly, the Company is presenting its operating results adjusted to exclude the impact of EIT’s consolidation.
ØThe balance sheet adjustments primarily relate to the removal of the Freddie Mac A-1 certificates, redeemable and non-redeemable preferred shares. The related
investment in the Equity Issuer Trust subsidiary reflects equity pick-ups calculated on a GAAP basis.
investment in the Equity Issuer Trust subsidiary reflects equity pick-ups calculated on a GAAP basis.
ØThe income statement adjustments primarily relate to interest income on the Freddie Mac A-1 certificates and interest expense and equity distributions related to
preferred shareholders.
preferred shareholders.
Credit Risk Products
In connection with the March 2010 Restructuring, a series of transactions were entered into whereby the Company’s and its Centerline Capital Group Inc. subsidiary’s obligations
under back to back credit default swaps issued to two counterparties where assigned and assumed by certain isolated special purpose entities, relieving the Company’s assets
from exposure to potential contingent liabilities. While the credit default counterparties have significant consent rights with respect to key activities of the isolated special purpose
entities, the Company consolidates the isolated special purpose entities for GAAP purposes. The Company has adjusted its operating results to reflect such isolated special
purpose entities as if they were equity method investments.
under back to back credit default swaps issued to two counterparties where assigned and assumed by certain isolated special purpose entities, relieving the Company’s assets
from exposure to potential contingent liabilities. While the credit default counterparties have significant consent rights with respect to key activities of the isolated special purpose
entities, the Company consolidates the isolated special purpose entities for GAAP purposes. The Company has adjusted its operating results to reflect such isolated special
purpose entities as if they were equity method investments.
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Glossary