First Marblehead Announces Third Quarter Financial Results

Year-to-Date Monogram(R) Loan Originations Total $53 Million; Deconsolidation of GATE Trusts and Sale of Trust Administration Business Result in Gains of $23.4 Million

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FMD1.21340.05

BOSTON, MA--(Marketwire -05/02/12)- The First Marblehead Corporation (FMD - News) today announced its financial and operating results for the third quarter of fiscal 2012 and the nine month period ended March 31, 2012. Results for the quarter reflect the sale of the Company's legacy trust administrator, First Marblehead Data Services, Inc. (FMDS) on March 2, 2012 for $13.7 million in cash as well as the deconsolidation of the GATE Trusts effective March 30, 2012. The deconsolidation of the GATE Trusts completes the removal of the variable interest entities originally consolidated by the Company upon the adoption of ASU 2009-17 on July 1, 2010.

For the third quarter of fiscal 2012, the Company recorded net income of $9.9 million, or $0.09 per common share on a fully diluted basis, compared to a net loss for the third quarter of fiscal 2011 of $39.3 million, or ($0.39) per fully diluted share. The improvement in earnings of $49.2 million was largely driven by a $26.4 million decrease in the loss from operations combined with an increase of $23.4 million in other income. The lower overall loss from operations was principally due to the exclusion of the deconsolidated NCSLT Trusts for the third quarter of fiscal 2012, which had the impact of increasing net interest income after provision for loan losses by $11.3 million and decreasing general and administrative expenses by $9.1 million. The increase of $23.4 million in other income was due to the $12.5 million gain from the sale of FMDS and a $10.9 million non-cash gain from the deconsolidation of the GATE Trusts.

For the nine months ended March 31, 2012, the Company reported net income of $1.12 billion, or $10.10 per common share on a fully diluted basis, compared to a net loss of $137.7 million, or ($1.37) per fully diluted share, for the nine months ended March 31, 2011. The net income of $1.12 billion for the nine months ended March 31, 2012 includes $1.25 billion in non-cash gains as a result of the deconsolidations of the NCSLT Trusts and the GATE Trusts.

"During the quarter, we continued to originate high quality student loans and achieved remarkable results from our school sales team. These efforts support our brand investment and position us well for the upcoming peak lending season," said Daniel Meyers, Chairman and Chief Executive Officer. "We believe the positive results at Union Federal and TMS coupled with the execution of various expense reduction initiatives demonstrates our continued progress towards a return to profitability," added Mr. Meyers.

The Company presents two distinct reporting segments: Education Financing and Securitization Trusts. The Education Financing segment includes the services the Company performs in designing, implementing, and originating various private education loan programs as well as other services, including tuition payment processing, portfolio management, and retail banking.

Education Financing Segment Results

The net income (loss) for the Education Financing segment for the three months ended March 31, 2012 improved by $43.4 million to $1.7 million, or $0.02 per fully diluted common share, from ($41.7) million, or ($0.41) per fully diluted share, for the three months ended March 31, 2011. The improvement over the third quarter 2011 was principally due to an increase of $29.8 million in revenues primarily as a result of recording a non-cash loss on the valuation of the Company's service revenue receivables of $26.4 million for the quarter ended March 31, 2011 and an increase of $12.5 million in other income for the gain on the sale of FMDS.

The net loss for the Education Financing segment for the nine months ended March 31, 2012 improved by $41.9 million to $20.0 million, or ($0.18) per fully diluted share, from $61.9 million, or ($0.61) per fully diluted share, for the nine months ended March 31, 2011. The improvement was principally a result of a $21.0 million decrease in non-cash losses recorded on the valuation of the Company's service revenue receivables compared to the prior year's nine month period, an increase in other income of $5.9 million primarily resulting from the gain on the sale of FMDS, and a higher income tax benefit of $12.8 million as a result of the Massachusetts Appellate Tax Board's decision in the prior quarter.

During the first nine months of the fiscal year, the Company has booked approximately $53 million in Monogram-based loans, including approximately $33 million on behalf of Union Federal Savings Bank.

Securitization Trusts Segment Results

Effective March 30, 2012, the Company was no longer considered the primary beneficiary of the three GATE Trusts, and as a result, deconsolidated those trusts. As such, the Company deconsolidated $258.4 million of assets and $260.1 million of liabilities and recognized a non-cash gain of $1.7 million in the Securitization Trust segment. Effective March 30, 2012, the Company has deconsolidated all of the securitization trusts previously required to be consolidated and does not expect to utilize the Securitization Trusts segment on a prospective basis.

Net income was $2.3 million for each of the three month periods ended March 31, 2012 and 2011. The net income (loss) for the nine months ended March 31, 2012 and 2011 were $1.13 billion, or $10.23 per fully diluted common share, and ($75.4) million, or ($0.75) per fully diluted share, respectively. The improvement in the loss was attributable to the $1.24 billion non-cash gain recorded upon the deconsolidation of the NCSLT Trusts.

Company Liquidity

As of March 31, 2012, the Company had $210.5 million in cash, cash equivalents and short-term investments compared to $267.4 million at June 30, 2011. The decrease of $56.9 million resulted primarily from the purchases of $62.6 million in mortgage-backed securities, the funding of $31.7 million of Monogram-based loans at Union Federal, and $41.6 million used to fund operations, which were partially offset by $26.7 million in proceeds from the sales of certain service revenue receivables and FMDS, and $53.3 million in deposit growth at Union Federal, including $40.0 million from TMS.

Net operating cash usage* was $12.5 million for the quarter ended March 31, 2012, down from the prior quarter's $13.4 million.

*See below under the heading "Use of Non-GAAP Financial Measures."

Quarterly Conference Call

First Marblehead will host a conference call on May 2, 2012 at 5:00 p.m. Eastern time to discuss its operating results. Investors and other interested parties are invited to listen to the conference call via a simultaneous internet broadcast on the Company's website at www.firstmarblehead.com, under For Investors, or by dialing (866) 783-2144 in the United States or (857) 350-1603 from abroad and entering the pass code 56535383.

A replay will be available approximately two hours after completion of the call on First Marblehead's website or by dialing (888) 286-8010 from the U.S. or (617) 801-6888 from abroad, and entering the pass code 77852372. The replay will be available for two weeks.

About The First Marblehead Corporation First Marblehead helps meet the need for education financing by offering national and regional financial institutions and educational institutions the Monogram® platform, an integrated suite of design, implementation and credit risk management services for private label, customizable private education loan programs. For more information, please see www.firstmarblehead.com. First Marblehead supports responsible lending and is a strong proponent of the smart borrowing principle, which encourages students to access scholarships, grants and federally-guaranteed loans before considering private education loans; please see www.SmartBorrowing.org. Through its subsidiary, Union Federal Savings Bank, First Marblehead offers private education loans, residential and commercial mortgage loans, and retail savings, money market and time deposit products. For more information, please see www.unionfsb.com. First Marblehead also offers outsourced tuition planning, billing, payment technology services, and refund management services through its subsidiary Tuition Management Systems LLC. For more information, please see www.afford.com.

Statements in this press release, including the financial tables, regarding First Marblehead's future financial and operating results and liquidity, including the characteristics, pricing or performance of future Monogram-based private education loan portfolios, as well as any other statements that are not purely historical, constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon our historical performance, the historical performance of certain of the securitization trusts that we have facilitated (the "GATE Trusts") and on our plans, estimates and expectations as of May 2, 2012. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future results, plans, estimates, intentions or expectations expressed or implied by us will be achieved. You are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, legislative, regulatory, competitive and other factors, which may cause our actual financial or operating results, including the performance of the GATE Trusts and resulting cash flows, facilitated loan volumes and resulting cash flows or financing-related revenues, or the timing of events, to be materially different than those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include: market acceptance of, and demand for, our Monogram platform and fee-based service offerings, including our success in negotiating loan program agreements with additional clients; the successful sales and marketing of Monogram-based loan offerings, including the volume of loan applications and the extent to which loan applications ultimately result in disbursed loans; the volume, timing and performance of disbursed loans; the size and structure of any credit enhancement provided by First Marblehead in connection with the Monogram platform; our success in designing, implementing and commercializing private education loan programs through Union Federal Savings Bank, including receipt of and compliance with regulatory approvals and conditions with respect to such programs; capital markets conditions and our ability to structure securitizations or alternative financings; the size, structure and timing of any such securitizations or alternative financings; any investigation, audit, claim, regulatory action or suit relating to the transfer of the trust certificate of NC Residuals Owners Trust or the asset services agreement between the purchaser and First Marblehead, including any challenge to tax refunds previously received as a result of the audit being conducted by the Internal Revenue Service; resolution of litigation and regulatory proceedings pertaining to our Massachusetts state income tax returns; the estimates and assumptions we make in preparing our financial statements, including quantitative and qualitative factors used to calculate our allowance for loan losses and related provision and the estimate of the fair value of service revenue receivables; and the other factors set forth under the caption "Part II- Item 1A. Risk Factors" in First Marblehead's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 9, 2012. Important factors that could cause or contribute to future adjustments to the estimates and assumptions we make in preparing our financial statements include: actual transactions or market observations relating to asset-backed securities, loan portfolios or corporate debt securities; variance between our performance assumptions and the actual performance of the loan portfolios held by the GATE Trusts, Union Federal or First Marblehead's clients (the "Portfolios"); economic, legislative, regulatory, competitive and other factors affecting discount, default, recovery and prepayment rates on the Portfolios, including general economic conditions, the consumer credit environment and unemployment rates; management's determination of which qualitative and quantitative factors should be weighed in our estimates, and the weight to be given to such factors; capital markets receptivity to securities backed by private education loans; and interest rate trends. We specifically disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, even if our estimates change, and you should not rely on those statements as representing our views as of any date subsequent to the date of this press release.

 


              The First Marblehead Corporation and Subsidiaries
         Consolidated Statements of Operations By Reporting Segment
             For the Three Months Ended March 31, 2012 and 2011
                                 (Unaudited)
         (dollars and shares in thousands, except per share amounts)

                                                2012
                        ---------------------------------------------------
                        Education  Securitization                   Total
                        Financing      Trusts      Eliminations
                        ---------  --------------  ------------  ----------
Revenues:
Net interest income           741           1,940            --       2,681
Provision for loan
 losses                       222            (303)           --         (81)
                        ---------  --------------  ------------  ----------
Net interest income
 (loss) after provision
 for loan losses              963           1,637            --       2,600
Non-interest revenues:
Tuition payment
 processing fees            7,697              --            --       7,697
Additional structural
 advisory fees, asset
 servicing fees and
 residuals trust
 updates                    2,454              --        (4,043)     (1,589)
Other administrative
 fees                       4,072               7          (117)      3,962
                        ---------  --------------  ------------  ----------
Total non-interest
 revenues                  14,223               7        (4,160)     10,070
                        ---------  --------------  ------------  ----------
  Total revenues           15,186           1,644        (4,160)     12,670
Non-interest expenses:
Compensation and
 benefits                  11,645              --            --      11,645
General and
 administrative            13,864           1,078          (855)     14,087
                        ---------  --------------  ------------  ----------
Total non-interest
 expenses                  25,509           1,078          (855)     25,732
                        ---------  --------------  ------------  ----------
Income (loss) from
 operations               (10,323)            566        (3,305)    (13,062)
Other income:
Gain from
 deconsolidations of
 trusts                        --           1,709         9,156      10,865
Gain on sale of trust
 administrator             12,571              --            --      12,571
Proceeds from TERI
 settlement                    --              --            --          --
                        ---------  --------------  ------------  ----------
  Total other income       12,571           1,709         9,156      23,436
Income (loss) before
 income taxes               2,248           2,275         5,851      10,374
Income tax expense
 (benefit)                    516              --            --         516
                        ---------  --------------  ------------  ----------
Net income (loss)       $   1,732  $        2,275  $      5,851  $    9,858
                        =========  ==============  ============  ==========
Net income (loss) per
 common share:
  Basic                 $    0.02  $         0.02  $       0.05  $     0.09
  Diluted                    0.02            0.02          0.05        0.09
Weighted-average common
 shares outstanding:
  Basic                                                             101,554
  Diluted                                                           110,573


                                                2011
                        ---------------------------------------------------
                        Education  Securitization                   Total
                        Financing      Trusts      Eliminations
                        ---------  --------------  ------------  ----------
Revenues:
Net interest income           351          64,442             9      64,802
Provision for loan
 losses                       (10)        (73,745)           --     (73,755)
                        ---------  --------------  ------------  ----------
Net interest income
 (loss) after provision
 for loan losses              341          (9,303)            9      (8,953)
Non-interest revenues:
Tuition payment
 processing fees            7,055              --            --       7,055
Additional structural
 advisory fees, asset
 servicing fees and
 residuals trust
 updates                  (26,372)             --        21,646      (4,726)
Other administrative
 fees                       4,359           1,818        (2,368)      3,809
                        ---------  --------------  ------------  ----------
Total non-interest
 revenues                 (14,958)          1,818        19,278       6,138
                        ---------  --------------  ------------  ----------
  Total revenues          (14,617)         (7,485)       19,287      (2,815)
Non-interest expenses:
Compensation and
 benefits                  11,615              --            --      11,615
General and
 administrative            15,563          (9,724)       19,157      24,996
                        ---------  --------------  ------------  ----------
Total non-interest
 expenses                  27,178          (9,724)       19,157      36,611
                        ---------  --------------  ------------  ----------
Income (loss) from
 operations               (41,795)          2,239           130     (39,426)
Other income:
Gain from
 deconsolidations of
 trusts                        --              --            --          --
Gain on sale of trust
 administrator                 --              --            --          --
Proceeds from TERI
 settlement                    --              18            --          18
                        ---------  --------------  ------------  ----------
  Total other income           --              18            --          18
Income (loss) before
 income taxes             (41,795)          2,257           130     (39,408)
Income tax expense
 (benefit)                    (82)             --            --         (82)
                        ---------  --------------  ------------  ----------
Net income (loss)       $ (41,713) $        2,257  $        130  $  (39,326)
                        =========  ==============  ============  ==========
Net income (loss) per
 common share:
  Basic                 $   (0.41) $         0.02  $         --  $    (0.39)
  Diluted                   (0.41)           0.02            --       (0.39)
Weighted-average common
 shares outstanding:
  Basic                                                             100,834
  Diluted                                                           100,834




              The First Marblehead Corporation and Subsidiaries
         Consolidated Statements of Operations By Reporting Segment
              For the Nine Months Ended March 31, 2012 and 2011
                                 (Unaudited)
        (dollars and shares in thousands, except per share amounts)

                                                2012
                        ---------------------------------------------------
                        Education  Securitization
                        Financing      Trusts      Eliminations     Total
                        ---------  --------------  ------------  ----------
Revenues:

Net interest income         1,551          92,019            18      93,588
Provision for loan
 losses                       476        (189,232)           --    (188,756)
                        ---------  --------------  ------------  ----------
Net interest income
 (loss) after provision
 for loan losses            2,027         (97,213)           18     (95,168)
Non-interest revenues:
Tuition payment
 processing fees           22,172              --            --      22,172
Additional structural
 advisory fees, asset
 servicing fees and
 residuals trust
 updates                      202              --        (4,956)     (4,754)
Other administrative
 fees                      11,373             578        (3,436)      8,515
                        ---------  --------------  ------------  ----------
Total non-interest
 revenues                  33,747             578        (8,392)     25,933
                        ---------  --------------  ------------  ----------
  Total revenues           35,774         (96,635)       (8,374)    (69,235)
Non-interest expenses:
Compensation and
 benefits                  33,321              --            --      33,321
General and
 administrative            47,275          19,092        (4,757)     61,610
                        ---------  --------------  ------------  ----------
Total non-interest
 expenses                  80,596          19,092        (4,757)     94,931
                        ---------  --------------  ------------  ----------
Income (loss) from
 operations               (44,822)       (115,727)       (3,617)   (164,166)
Other income:
Gain from
 deconsolidations of
 trusts                        --       1,239,068         9,514   1,248,582
Gain on sale of trust
 administrator             12,571              --            --      12,571
Proceeds from TERI
 settlement                 1,405           6,885            --       8,290
                        ---------  --------------  ------------  ----------
  Total other income       13,976       1,245,953         9,514   1,269,443
Income (loss) before
 income taxes             (30,846)      1,130,226         5,897   1,105,277
Income tax expense
 (benefit)                (10,891)             --            --     (10,891)
                        ---------  --------------  ------------  ----------
Net income (loss)       $ (19,955) $    1,130,226  $      5,897  $1,116,168
                        =========  ==============  ============  ==========
Net income (loss) per
 common share:
  Basic                 $   (0.18) $        10.25  $       0.05  $    10.12
  Diluted                   (0.18)          10.23          0.05       10.10
Weighted-average common
 shares outstanding:
  Basic                                                             101,459
  Diluted                                                           110,499


                                                2011
                        ---------------------------------------------------
                        Education  Securitization
                        Financing      Trusts      Eliminations     Total
                        ---------  --------------  ------------  ----------
Revenues:

Net interest income           655         202,372            29     203,056
Provision for loan
 losses                      (277)       (305,679)           --    (305,956)
                        ---------  --------------  ------------  ----------
Net interest income
 (loss) after provision
 for loan losses              378        (103,307)           29    (102,900)
Non-interest revenues:
Tuition payment
 processing fees            7,055              --            --       7,055
Additional structural
 advisory fees, asset
 servicing fees and
 residuals trust
 updates                  (20,890)             --        16,552      (4,338)
Other administrative
 fees                      13,144           2,393        (7,478)      8,059
                        ---------  --------------  ------------  ----------
Total non-interest
 revenues                    (691)          2,393         9,074      10,776
                        ---------  --------------  ------------  ----------
  Total revenues             (313)       (100,914)        9,103     (92,124)
Non-interest expenses:
Compensation and
 benefits                  27,640              --            --      27,640
General and
 administrative            40,088          17,083         9,538      66,709
                        ---------  --------------  ------------  ----------
Total non-interest
 expenses                  67,728          17,083         9,538      94,349
                        ---------  --------------  ------------  ----------
Income (loss) from
 operations               (68,041)       (117,997)         (435)   (186,473)
Other income:
Gain from
 deconsolidations of
 trusts                        --              --            --          --
Gain on sale of trust
 administrator                 --              --            --          --
Proceeds from TERI
 settlement                 8,112          42,587            --      50,699
                        ---------  --------------  ------------  ----------
  Total other income        8,112          42,587            --      50,699
Income (loss) before
 income taxes             (59,929)        (75,410)         (435)   (135,774)
Income tax expense
 (benefit)                  1,957              --            --       1,957
                        ---------  --------------  ------------  ----------
Net income (loss)       $ (61,886) $      (75,410) $       (435) $ (137,731)
                        =========  ==============  ============  ==========
Net income (loss) per
 common share:
  Basic                 $   (0.61) $        (0.75) $      (0.01) $    (1.37)
  Diluted                   (0.61)          (0.75)        (0.01)      (1.37)
Weighted-average common
 shares outstanding:
  Basic                                                             100,809
  Diluted                                                           100,809




             The First Marblehead Corporation and Subsidiaries
                        Consolidated Balance Sheets
                   As of March 31, 2012 and June 30, 2011
                                (Unaudited)
                           (Dollars in thousands)

                                                    March 31,     June 30,
                                                       2012         2011
                                                   -----------  -----------
Assets
Cash and cash equivalents                          $   140,525  $   217,367
Short-term investments, at cost                         70,000       50,000
Restricted cash and investments, at cost                45,955      252,396
Investments available for sale, at fair value           70,841       11,019
Education loans held to maturity, net of allowance
 of $1,276 and $450,150                                 31,054    6,946,169
Mortgage loans held to maturity, net of allowance
 of $814 and $882                                        7,955        6,417
Interest receivable                                        621       66,104
Deposits for participation interest accounts, at
 fair value                                              3,726        8,512
Service revenue receivables, at fair value              16,238        8,192
Goodwill                                                19,548       19,548
Intangible assets, net                                  21,454       23,040
Other assets                                            13,370       44,018
                                                   -----------  -----------
Total assets (1)                                   $   441,287  $ 7,652,782
                                                   ===========  ===========

Liabilities and Stockholders' Equity (Deficit)
Liabilities:
Deposits                                           $    73,783  $    60,492
Restricted funds due to clients                         85,357      121,888
Accounts payable, accrued expenses and other
 liabilities                                            17,451       36,391
Income taxes payable                                    23,703       39,979
Net deferred tax liability                               1,039          831
Long-term borrowings                                         -    8,273,140
                                                   -----------  -----------
Total liabilities (1)                                  201,333    8,532,721
Commitments and contingencies:
Stockholders' equity (deficit):
Preferred stock, par value $0.01 per share; 20,000
 shares authorized; 133 shares issued and
 outstanding                                                 1            1
Common stock, par value $0.01 per share; 250,000
 shares authorized; 110,018 and 109,717 shares
 issued; 101,558 and 101,318 shares outstanding          1,100        1,097
Additional paid-in capital                             451,689      448,088
Accumulated deficit                                    (26,687)  (1,142,855)
Treasury stock, 8,460 and 8,399 shares held, at
 cost                                                 (186,629)    (186,551)
Accumulated other comprehensive income                     480          281
                                                   -----------  -----------
Total stockholders' equity (deficit)                   239,954     (879,939)
                                                   -----------  -----------
Total liabilities and stockholders' equity
 (deficit)                                         $   441,287  $ 7,652,782
                                                   ===========  ===========

(1) Our consolidated assets at June 30, 2011 include total assets of
$7,168,168 of certain variable interest entities (VIEs) that can only be
used to settle the liabilities of those VIEs. These assets include
restricted cash and guaranteed investment contracts of $127,709, education
loans held to maturity, net of allowance for loan losses, of $6,946,169,
interest receivable of $66,031, and other assets of $28,709. Our
consolidated liabilities at June 30, 2011 include liabilities of certain
VIEs for which the VIE creditors do not have recourse to FMD. These
liabilities include long-term borrowings of $8,273,140 and accounts payable
and accrued expenses of $11,682.




              The First Marblehead Corporation and Subsidiaries
                              Loan Volume Data
                  For the Nine Months Ended March 31, 2012
                                 (Unaudited)

                                              Booked Loans
                                       -------------------------
                 Loan
              Application    Booked      Weighted     Weighted    Disbursed
Applications    Volume        Loans    Average FICO Average Rate    Loans
----------------------------------------------------------------------------

----------------------------------------------------------------------------
   66,008    $654,660,842  $52,889,723      759         6.55%    $52,255,191
============================================================================

Use of Non-GAAP Financial Measures

In addition to providing financial measurements based on U.S. generally accepted accounting principles ("GAAP"), the Company has included in this press release an additional financial metric that we refer to as "net operating cash usage" and that was not prepared in accordance with GAAP. We define "net operating cash usage" to mean approximate cash required to fund our operations. "Net operating cash usage" is not directly comparable to our consolidated statement of cash flows prepared in accordance with GAAP. Legislative and regulatory guidance discourages the use of, and emphasis on, non-GAAP financial metrics and requires companies to explain why a non-GAAP financial metric is relevant to management and investors.

The Company's management and its board of directors use this non-GAAP financial metric, in addition to GAAP financial measures, as a basis for measuring and forecasting our core operating performance and comparing such performance to that of prior periods. The non-GAAP financial measure is also used by us in our financial and operational decision-making.

We believe that the inclusion of this non-GAAP financial metric helps investors to gain a better understanding of our quarterly and annual results, including our non-interest expenses and quarter-end liquidity position, particularly in light of dislocations in the private education loan industry and the capital markets that have affected us. In addition, our presentation of this non-GAAP financial measure is consistent with how we expect that analysts may calculate their estimates of our financial results in their research reports and with how clients, investors, analysts and financial news media may evaluate our financial results.

There are limitations associated with reliance on any non-GAAP financial measure because any such measure is specific to our operations and financial performance, which makes comparisons with other companies' financial results more challenging. Nevertheless, by providing both GAAP and non-GAAP financial measures, we believe that investors are able to compare our GAAP results to those of other companies, while also gaining a better understanding of our operating performance, consistent with management's evaluation.

"Net operating cash usage" should be considered in addition to, and not as a substitute for, or superior to, financial information prepared in accordance with GAAP. "Net operating cash usage" relates solely to the Education Financing segment, and excludes the effects of income taxes, acquisitions or divestitures, participation interest account net fundings and changes in other assets and other liabilities that are solely related to short-term timing of cash payments or receipts.

In accordance with the requirements of Regulation G promulgated by the Securities and Exchange Commission, the table below presents the most directly comparable GAAP financial measure, income (loss) before income taxes, for the three months and nine months ended March 31, 2012 and 2011 and reconciles the GAAP measure to the comparable non-GAAP financial metric:

 

             The First Marblehead Corporation and Subsidiaries
           Net Operating Cash Usage, a non-GAAP Financial Measure
        For the Three and Nine Months Ended March 31, 2012 and 2011
                                (Unaudited)
                           (Dollars in thousands)

                            Three Months Ended        Nine Months Ended
                                 March 31,                 March 31,
                         ------------------------  ------------------------
                             2012         2011         2012         2011
                         -----------  -----------  -----------  -----------
                                       (dollars in thousands)
Income (loss) before
 income taxes            $    10,374  $   (39,408) $ 1,105,277  $  (135,774)
(Income) loss and
 related eliminations
 attributable to:
NCSLT Trusts                      --         (597)  (1,125,036)      80,316
GATE Trusts                   (2,275)      (1,660)      (5,190)      (4,906)
Eliminations                  (5,851)        (130)      (5,897)         435
                         -----------  -----------  -----------  -----------

Income (loss) before
 income taxes--Education
 Financing                     2,248      (41,795)     (30,846)     (59,929)
Adjustments to income
 (loss) before income
 taxes--Education
 Financing:
  Trust update (income)
   losses--additional
   structural advisory
   fees and residuals:
    Securitization
     Trusts segment           (4,043)      21,646       (4,956)      16,552
    Off-balance sheet
     VIEs                      1,589         (233)       4,486          102
  Asset servicing fees            --        4,959          268        4,236
  Non-cash gains from
   TERI settlements               --           --           --       (5,021)
  Gain on sale of trust
   administrator             (12,571)          --      (12,571)          --
  Depreciation and
   amortization                1,138        2,126        3,635        6,573
  Stock-based
   compensation expense        1,081        1,275        3,603        3,526
  TMS deferred revenue        (1,601)         558       (3,694)         558
  Cash receipts from
   education loans, net
   of interest income
   accruals                      146          118          568          413
  Cash receipts from
   trust distributions           520           32          575          460
  Other                       (1,031)      (1,778)      (2,669)      (4,511)
                         -----------  -----------  -----------  -----------

    Non-GAAP net
     operating cash
     usage               $   (12,524) $   (13,092) $   (41,601) $   (37,041)
                         ===========  ===========  ===========  ===========


Contact:

Gary Santo
Investor Relations
First Marblehead
800 Boylston Street, 34th FL
Boston, MA 02199
617.638.2065

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