-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HtL0LIrijvYn6pOpb9b61NVYnuZ1inxqe7m+GjMzQG9pGrwUzKUY3PT8mXV/tkkz hvmNk8DbNbTqhT7GdjmnQA== 0000899078-05-000340.txt : 20050503 0000899078-05-000340.hdr.sgml : 20050503 20050503094602 ACCESSION NUMBER: 0000899078-05-000340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATRIX BANCORP INC CENTRAL INDEX KEY: 0000944725 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 841233716 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21231 FILM NUMBER: 05793034 MAIL ADDRESS: STREET 1: 700 17TH STREET STREET 2: SUITE 2100 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MATRIX CAPITAL CORP /CO/ DATE OF NAME CHANGE: 19960711 8-K 1 form8k-may022005.txt FORM 8-K, EARNINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 2, 2005 Matrix Bancorp, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Colorado - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-21231 84-1233716 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 700 Seventeenth Street, Suite 2100 Denver, Colorado 80202 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (303) 595-9898 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION The information in this Current Report and in the accompanying exhibit is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 2, 2005, Matrix Bancorp, Inc. issued a press release announcing financial results for the quarter ended March 31, 2005. A copy of this press release is furnished herewith as Exhibit 99.1. ITEM 8.01 OTHER EVENTS On May 2, 2005, Matrix Bancorp, Inc. (the "Company") issued a press release announcing the closing of the sale of substantially all of the assets of its trust operations division of Matrix Capital Bank, effective April 30, 2005. The closing was part of the transaction with MG Colorado Holdings, Inc. ("MGCH") announced by the Company on November 30, 2004. Matrix Capital Bank is a wholly-owned subsidiary of the Company. The Company received 75,000 shares of MGCH common stock, representing approximately 2% of the outstanding common stock of MGCH, as consideration for the trust operations division. A copy of the press release is furnished herewith as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of businesses acquired. Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits. 99.1 Press Release, dated May 2, 2005, announcing the first quarter earnings and announcing the sale of assets of the trust operations division of Matrix Capital Bank. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 2, 2005 MATRIX BANCORP, INC. By: /s/ Allen McConnell Name: Allen McConnell Title: Senior Vice President EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated May 2, 2005, announcing the first quarter earnings and announcing the sale of assets of the trust operations division of Matrix Capital Bank. EX-99 2 may2005-exhibit991.txt EXHIBIT 99.1, PRESS RELEASE EXHIBIT 99.1 [GRAPHIC OMITTED] For more information, please contact: David W. Kloos Chief Financial Officer (303) 595-9898 [GRAPHIC OMITTED] MATRIX BANCORP ANNOUNCES FIRST QUARTER EARNINGS AND CLOSING OF PREVIOUSLY ANNOUNCED SALE OF ASSETS OF THE TRUST OPERATIONS DIVISION OF MATRIX CAPITAL BANK May 2, 2005 Denver, Colorado -- Matrix Bancorp, Inc. (NASDAQ: MTXC) (the "Company") today reported net income of $2.9 million for the quarter ended March 31, 2005, or $0.44 per basic and diluted share, as compared to $1.3 million, or $0.20 per basic and diluted share, for the quarter ended March 31, 2004. The Company's assets totaled $1.87 billion on March 31, 2005, as compared to $1.89 billion at December 31, 2004. The decrease is primarily in loans receivable which decreased $24.6 million, as compared to December 31, 2004, to $1.34 billion at March 31, 2005 due to the repayments, exchanges with FNMA and FHLMC of whole loans for securities, and sales in the loan portfolios held at Matrix Bank and Matrix Financial. Deposits, including custodial escrow balances, increased $9.3 million as compared to December 31, 2004, to $1.18 billion at March 31, 2005. The increase in deposits was the net effect of the attraction of new deposits offset by maturities of brokered deposits. In the quarter, due to the overall decline in total assets, the Company's borrowings from FHLBank declined by $27.0 million to $479.1 million at March 31, 2005. D. Mark Spencer, President and Co-CEO, commented, "Overall, we are very pleased with the results of the first quarter. We are realizing the effects of the strategic moves and focus on our core competencies that we have undertaken over the past 18 to 24 months. The core operations of the Company, with the exception of Matrix Financial, were all positive income contributors in the first quarter. The results from Matrix Financial were also improved compared to last year's first quarter. Our improved results were due to increase in the interest rate environment which resulted in lower prepayment, and thus lower amortization expense associated with our mortgage servicing asset." 1 The Company also announced separately today the closing, effective April 30, 2005, of the sale by Matrix Bank of substantially all of the assets of its trust operations division (the "trust operations assets") which have been utilized to serve as custodian or trustee of various customers of Matrix Settlement & Clearance Services, LLC ("MSCS") in connection with MSCS' mutual fund clearing and settlement activities. This closing was part of the transaction with MG Colorado Holdings, Inc. ("MGCH") that was announced by the Company on November 30, 2004. In consideration of the sale of the trust operations assets, MGCH has issued to the Company 75,000 shares of its common stock, representing approximately 2% of the outstanding common stock of MGCH as of the date of the closing. Financial Highlights Net interest income before provision for loan and valuation losses totaled $11.5 million for the quarter ended March 31, 2005 as compared to $10.3 million for the quarter ended March 31, 2004. The increase is attributable to an overall increase in the Company's average balance of interest-earning assets to $1.74 billion for the quarter ended March 31, 2005 as compared to $1.54 billion for the quarter ended March 31, 2004. Offsetting a portion of the increase in interest-earning assets was a decrease in our net interest margin to 2.65% for the first quarter of 2005 as compared to 2.70% for the first quarter of 2004. The decrease in the net interest margin is due to a lower balance of noninterest-bearing custodial balances as a result of the overall decrease in our servicing portfolio and our focus on the acquisition of adjustable rate loans which tend to have lower beginning interest rates. The yield on our interest-earning assets increased to 4.76% for the first quarter of 2005 as compared to 4.64% for the first quarter of 2004. The cost of our interest-bearing liabilities also increased to 2.41% for first quarter of 2005 as compared to 2.20% for first quarter of 2004. Both the increases were in response to the increase in the overall interest rate environment. The provision for loan and valuation losses was $830 thousand for the first quarter of 2005 as compared to $1.3 million for the first quarter of 2004. The decrease in the provision was due primarily to 2004 including impairment on one commercial real estate loan at Matrix Bank and additional reserves recorded related to the Company's homogeneous residential loan portfolio at Matrix Financial that are not present at the same levels in the first quarter of 2005. Noninterest income was $11.2 million for the first quarter of 2005 as compared to $17.4 million for the first quarter of 2004. The decrease is due to decreases in real estate disposition services which in 2004 included 100% of the operations of Matrix Asset Management, decreases in loan administration income due to decreases in the size of our mortgage servicing portfolio, and decreases in the recorded amounts of gains on sales of loans and securities which is dependent on market conditions and the timing of sales in the marketplace primarily on loans purchased and resold from our servicing portfolio and SBA loan portfolio. Noninterest expense for the first quarter of 2005 was $17.7 million as compared to $25.1 million for the first quarter of 2004. Decreases in compensation and employee benefits expense is a result of the reduced number of employees due to the 2004 sales of Matrix Asset Management and the Matrix Bank branches in New Mexico and Arizona, and the reduction in staff at Matrix Financial associated with the 2004 transfer of servicing of the mortgage servicing asset to a sub-servicer. Additionally, the level of amortization of mortgage servicing rights decreased due to both increases in mortgage interest rates and the continued decline in the outstanding balance of our mortgage servicing rights asset as compared to March 31, 2004. 2 Forward-Looking Statements Certain statements contained in this press release that are not historical facts, including, but not limited to, statements that can be identified by the use of forward-looking terminology such as "may," "expect," "anticipate," "predict," "believe," "plan," "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements in this press release could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: third party claims or actions in relation to ongoing or future litigation or bankruptcy matters; interest rate fluctuations; level of delinquencies; defaults and prepayments; general economic conditions; competition; government regulation; unanticipated developments in connection with the bankruptcy actions or litigation mentioned above, including judicial variation from existing legal precedent and the decision by one or more parties to appeal decisions rendered; the risks and uncertainties discussed elsewhere in the annual report and in the Company's current report on Form 8-K, filed with the Securities and Exchange Commission on March 14, 2005; and the uncertainties set forth from time to time in the Company's periodic reports, filings and other public statements. 3
MATRIX BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share information) March 31, December 31, 2005 2004 ----------------- ----------------- (Unaudited) ASSETS Cash and cash equivalents $ 38,299 $ 40,471 Interest-earning deposits and federal funds sold 2,355 2,398 Investment securities 322,138 316,367 Loans held for sale, net 938,980 989,822 Loans held for investment, net 405,983 379,717 Mortgage servicing rights, net 25,362 26,574 Other receivables 33,029 35,139 FHLBank stock, at cost 33,819 33,481 Premises and equipment, net 18,534 19,037 Bank owned life insurance 21,792 21,569 Other assets, net 20,953 21,330 Foreclosed real estate, net 3,999 2,955 ----------------- ----------------- Total assets $ 1,865,243 $ 1,888,860 ================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits $ 1,139,617 $ 1,119,159 Custodial escrow balances 40,436 51,598 FHLBank borrowings 479,096 506,118 Borrowed money 30,446 31,573 Junior subordinated debentures owed to unconsolidated Subsidiary trusts 61,835 61,835 Other liabilities 16,063 23,955 Income taxes payable and deferred income tax liability 3,153 2,307 ----------------- ----------------- Total liabilities 1,770,646 1,796,545 ----------------- ----------------- Shareholders' equity: Common stock, $0.0001 par value 1 1 Additional paid-in capital 21,432 21,432 Retained earnings 73,676 70,756 Accumulated other comprehensive income (512) 126 ----------------- ----------------- Total shareholders' equity 94,597 92,315 ----------------- ----------------- Total liabilities and shareholders' euity $ 1,865,243 $ 1,888,860 ================= =================
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MATRIX BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except share information) (Unaudited) Quarter Ended March 31, 2005 2004 ----------------- ----------------- Interest and dividend income: Loans and securities $ 20,315 $ 17,597 Interest-earning deposits 351 229 ----------------- ----------------- Total interest and dividend income 20,666 17,826 Interest expense: Deposits 3,268 2,660 Borrowed money and junior subordinated debentures 5,909 4,817 ----------------- ----------------- Total interest expense 9,177 7,477 Net interest income before provision for loan and valuation losses 11,489 10,349 Provision for loan and valuation losses 833 1,299 ----------------- ----------------- Net interest income after provision for loan and valuation losses 10,656 9,050 Noninterest income: Loan administration 3,035 4,668 Brokerage 2,752 2,952 Trust services 2,515 1,951 Real estate disposition services 422 2,389 Gain on sale of loans and securities 746 2,114 School services 483 671 Other 1,273 2,665 ----------------- ----------------- Total noninterest income 11,226 17,410 Noninterest expense: Compensation and employee benefits 6,876 8,960 Amortization of mortgage servicing rights 1,774 4,671 Occupancy and equipment 1,272 1,559 Postage and communication 408 587 Professional fees 726 737 Mortgage rights subservicing fees 825 - Data processing 315 623 Subaccounting fees 2,652 1,851 (Recovery of) impairment on mortgage servicing rights (175) 1,156 Other general and administrative 2,991 4,991 ----------------- ----------------- Total noninterest expense 17,664 25,135 ----------------- ----------------- Income from continuing operations before income taxes 4,218 1,325 Income tax provision 1,298 160 ----------------- ----------------- Income from continuing operations 2,920 1,165 ----------------- ----------------- Discontinued operations: Income from discontinued operations, net of income tax - 137 ----------------- ----------------- Net income $ 2,920 $ 1,302 ================= ================= Income from continuing operations per share - basic and diluted $ 0.44 $ 0.18 ----------------- ----------------- Income from discontinued operations per share - basic and diluted $ - $ 0.02 ----------------- ----------------- Net income per share - basic and diluted $ 0.44 $ 0.20 ================= =================
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MATRIX BANCORP, INC. AND SUBSIDIARIES OPERATING RATIOS AND OTHER SELECTED DATA (Dollars in thousands, except share information) (Unaudited) Quarter Ended March 31, 2005 2004 ----------------- ------------------ Weighted average shares - basic 6,620,850 6,518,981 Weighted average shares - assuming dilution 6,697,884 6,582,303 Number of shares outstanding at end of period 6,620,850 6,518,981 Average Balances Loans receivable $ 1,381,270 $ 1,368,959 Interest-earning assets 1,735,656 1,535,897 Total assets 1,899,097 1,739,442 Interest-bearing deposits 885,504 792,692 FHLBank and other borrowings 634,665 566,850 Interest-bearing liabilities 1,520,169 1,359,542 Shareholders' equity 93,365 70,091 Operating Ratios & Other Selected Data (1) Return on average equity 12.51 % 6.65 % Net interest margin (2) 2.65 % 2.70 % Net interest margin - Matrix Capital Bank(2) 2.94 % 3.04 % Operating efficiency ratio(3) 70.72 % 69.56 % Balance of servicing portfolio $ 2,162,031 $ 2,910,422 Average prepayment rate on owned servicing portfolio 19.84 % 28.20 % Book value per share (end of period) $ 14.29 $ 10.93 Loan Performance Ratios(1) Annualized net charge offs/average loans 0.17 % 0.18 % Allowance for loan and valuation losses/total loans 0.84 % 0.81 %
- -------------------------- (1) Calculations are based on average daily balances where available and monthly averages otherwise, as applicable. (2) Net interest margin has been calculated by dividing net interest income before loan and valuation loss provision by average interest-earning assets. (3) The operating efficiency ratio has been calculated by dividing noninterest expense, excluding amortization of mortgage servicing rights, by operating income. Operating income is equal to net interest income before provision for loan and valuation losses plus noninterest income. 6 -----END PRIVACY-ENHANCED MESSAGE-----