Before the credit crisis, MuniMae originated and managed debt and equity investments collateralized by affordable housing that offered attractive tax incentives. Things went very wrong for the company in 2007 when the market for tax-exempt debt securities sharply declined forcing the company to meet all sorts of collateral calls by selling their assets at distressed prices just to stay alive. The situation was compounded by some accounting issues and their accountant's assessment that there was significant doubt they could continue as a going concern.
Fast forward a few years and the company has sold off most of their assets and derisked their balance sheet, the most recent example being the sale of a huge bond portfolio, "MuniMae TE Bond Subsidiary LLC" or TEB, to an affiliate of Bank of America Merrill Lynch. As part of the sale, they were able to shed much of their short term floating rate debt that was financing the long term fixed rate bonds which was presenting the company with interest rate risk scenarios where a small increase in rates could effectively wipe out the equity. Another key aspect of the TEB sale is it allows the company to convert from a partnership to a corporation for tax purposes. As a partnership, the company was forced to pay a lot of phantom gains out to shareholders due to the company repurchasing their own debt at a discount. Now going forward, they'll be able to utilize their huge NOLs and essentially never pay income tax again.
So the bond portfolio that remains is now only 55% leveraged and much of it is non-performing, so the risk of the company switches from mostly interest rate risk to underlying asset performance risk. The TEB sale also will dramatically reduce the net interest income spread they receive, putting pressure on the company to either cut operating expenses or find a new profitable venture.
In relating MuniMae back to pre-net lease Gramercy, MuniMae historically sponsored Low Income Housing Tax Credit Funds ("LIHTC Funds") where they sourced capital for the development of tax advantaged affordable housing developments. The developer of the affordable housing project would start out as the General Partner, however during the credit crisis many of these projects and developers ran into financial trouble, causing MuniMae to step in become the General Partner to protect their investors interests in the project (also because MuniMae guaranteed certain investor's investments). So even though MuniMae has a limited (0.01-0.03%) equity investment in these LIHTC Funds, as the GP, they're deemed for GAAP accounting reasons to be in control and must consolidate these funds on their balance sheet causing all sorts of problems. In their quarterly press releases, MuniMae makes adjustments for the non-economical consolidation adjustments for us:
But the most relevant footnote to their financials is regarding their bond portfolio and effects of consolidation:
(2) Represents the carrying basis of the bonds eliminated in consolidation. This amount excludes net unrealized gains occurring since consolidation that have not been reflected in the Company’s common shareholders’ equity given that the Company is required to consolidate and account for the real estate, which prohibits an increase in value from its original cost basis until the real estate is sold ($32.5 million at September 30, 2013 and $10.7 million at December 31, 2012).So the fair value of the bonds is closer to $321.4 million dollars, a $32.5 million increase is a big adjustment for a ~$50 million market cap. The big question then... are the marks correct? Well during Q3 2013, MuniMae foreclosed on and sold the underlying real estate on two bonds in their portfolio for virtually the same amount as the fair value of the bonds. Small sample size, but it provides a little reassurance that the fair values are reasonable.
In addition to cash and bonds, there's a grab bag of other assets MuniMae has on its balance sheet:
- REO assets: They have a few parcels of undeveloped land and a multi-family property that they've foreclosed on in the past that they're holding as real estate held-for-use. On a few recent conference calls these have been discussed as potentially having value a few years down the line, and that they were valued at 7-10x their current book value at the time the original bonds were issued.
- Solar assets: There are some leftover solar assets from a failed business purchase just before the credit crisis, value here is probably minimal.
- Some potential GP incentive income from the LIHTC Funds that could materialize, but not for several more years.
- International Housing Solutions (IHS): 83% stake in a South African asset manager that has one private equity fund which invests in affordable housing in South Africa. MuniMae's equity stake in the one private equity fund shows up on the balance sheet, but not the ownership stake in the asset manager doesn't. IHS is looking to raise capital for another fund and MuniMae might use some of their free cash to invest here.
The obvious risks here are (1) the bond portfolio loses value and (2) this has been a historically mismanaged company with the same management still in place. As for the bond portfolio, it's mostly unleveraged at this point, removing most of the dangerous impact from rising short term rates, and the bonds are collateralized by affordable apartments. There's lots of talk about the disappearing middle class and people falling behind, tax advantage affordable housing will probably play a role in addressing the problem. As for management, in reading their filings and conference call transcripts, they strike me as very transparent and fully acknowledging their past mistakes. They even let individual investors ask questions! So I agree that MuniMae could be a good place for people who have taken gains in Gramercy and looking to roll that money into a similar theme.
I've added a smallish position to my portfolio.
Disclosure: I own shares of MMAB