Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K MAIN BODY - CENTERLINE HOLDING CO | f8k_june2011-clnh.htm |
| EX-99.1 - PRESS RELEASE - CENTERLINE HOLDING CO | exhibit99-1.htm |
Centerline Holding Company
Financial Overview
2Q11 | June 30, 2011
CENTERLINE CAPITAL GROUP
Table of Contents
Centerline Corporate Overview pg 3
Equity Ownership Summary pg 7
Supplemental Financial Information pg 9
Glossary pg 22
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 22
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 June 30, 2011
(1) 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.
(2) Excludes common shares owned by The Related Companies as they are shown separately.
(3) 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.
Houston Bank, and Community Bank & Trust.
(4) Shareholders are subject to Lock-Up Agreements pursuant to which they may not offer, sell, offer to sell, contract to sell, grant and option to purchase or otherwise sell or dispose of any of their Centerline equity interests.
(1)
(4)
(4)
(4)
(4)
CENTERLINE CAPITAL GROUP
Supplemental Financial Statements
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.
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.
10
(1) Adjusted to exclude Consolidated Partnerships, mortgage revenue bonds re-securitized in December 2007, Credit Risk Products and Equity Issuer Trust. Refer to Pages
16-17 for further details.
16-17 for further details.
11
As Adjusted Balance Sheet
Asset Detail
12
As Adjusted Balance Sheet (cont.)
Liability Detail
13
Consolidated Statement of Operations (2Q11)
(1) Adjusted to exclude Consolidated
Partnerships, mortgage revenue
bonds re-securitized in December
2007, Credit Risk Products and
Equity Issuer Trust.
Partnerships, mortgage revenue
bonds re-securitized in December
2007, Credit Risk Products and
Equity Issuer Trust.
(2) Includes prepayment penalties,
expense reimbursements, gains on
sales of mortgage loans and other
revenues.
expense reimbursements, gains on
sales of mortgage loans and other
revenues.
(3) Amounts calculate to less than one
cent per share.
cent per share.
14
15
Q2 2011 As Adjusted Income Statement
Revenue & Equity Income Detail
16
1H 2011 As Adjusted Income Statement
Revenue & Equity Income Detail
17
(1) Adjusted to exclude Consolidated Partnerships, mortgage revenue bonds re-securitized in December 2007, Credit Risk Products and Equity Issuer Trust.
18
Q4 2010 Detailed As Adjusted Balance Sheet
(1) Adjusted to exclude Consolidated Partnerships, mortgage revenue bonds re-securitized in December 2007, Credit Risk Products and Equity Issuer Trust.
19
Q2 2011 Detailed As Adjusted Income Statement
(1) Refer to page 20 for further details.
(2) Includes prepayment penalties, expense reimbursements, gains on sales of mortgage loans and other revenues.
(3) 2011 Amounts calculates to less than one cent per share.
20
(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.
the preferred CRA shares into Special Series A Shares, and the effect of redeemable share conversions.
21
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.
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.
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.
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.
22
Glossary