EX-99.1
3
v042459_ex99-1.htm
For
more information, please contact:
Michael
J. McCloskey
Chief
Operating Officer
(720)
932-4282
michaelm@matrixbancorp.com
or
Susan
J. Lewis, PAIRELATIONS, LLC
(303)
804-0494
slewis@pairelations.com
FOR
IMMEDIATE RELEASE
May
8, 2006
MATRIX
BANCORP, INC. ANNOUNCES SALE OF ABS SCHOOL SERVICES,
LLC
Transaction
Further Demonstrates Company's Focus on Community
Banking
Denver
…
May 8, 2006 … Matrix Bancorp, Inc. (NASDAQ: MTXC) (the "Company")
announced today that its wholly owned subsidiary, Equi-Mor Holdings, Inc.
("Equi-Mor"), has sold all of its membership interests in ABS Schools Services,
LLC ("ABS"), a provider of financing and administrative business services to
charter schools, to SKS Ventures, LLC ("SKS") for approximately $7.4 million.
The principal members of SKS are D. Mark Spencer, Richard V. Schmitz and David
Kloos, the former Co-Chief Executive Officers and former Chief Financial Officer
of the Company, respectively. Matrix Capital Bank, a subsidiary of the Company,
provided SKS with $4 million in financing for the transaction. The closing
of
the transaction took place on Friday, May 5, 2006.
Prior
to
the execution of the agreement, ABS distributed its outstanding interests in
Charter Facilities Funding, LLC and New Century Academy Property Management
Group, LLC to Equi-Mor. ABS also distributed certain other assets to Equi-Mor
as
well as outstanding deferred and current income tax balances related to ABS.
Based on the purchase price, a $1.0 million pre-tax charge was recorded in
the
first quarter, included in discontinued operations, to reflect the net realized
value of the ABS interests upon the sale.
SKS
assumed all liabilities associated with the ABS loan portfolio transferred
to
SKS, including ABS' approximately $5.4 million recourse obligation to a third
party financial institution. Equi-Mor has provided a five-year guarantee of
up
to $1.65 million for the existing ABS loan portfolio and the obligations to
that
financial institution. Management
anticipates a charge of approximately $800,000 to $1.0 million will be recorded
in the second quarter in the Company's financial statements to reflect this
recourse obligation.
-
more -
Matrix
Bancorp, Inc.
Sale
of
ABS School Services, LLC
Page
2
If
SKS
resells ABS within one year of the agreement, 50% of any gain on sale is payable
to Equi-Mor, after adjustment for certain post closing events. The Company
guaranteed the obligations of its subsidiary Equi-Mor under the agreement.
The
three former executive officers of the Company guaranteed the obligations of
SKS
under the agreement and were co-borrowers on the $4 million financing with
Matrix Capital Bank.
In
discussing the sale, Michael J. McCloskey, Chief Operating Officer of the
Company, commented: "We are pleased to announce what we believe to be a mutually
beneficial sale for both Matrix Bancorp and SKS Ventures, LLC. This sale allows
Matrix Bancorp to take another step toward our goal of re-positioning the
company as a traditional community bank serving the Colorado Front Range market.
ABS and its employees have proved valuable to Matrix Bancorp's operations over
the years; however, with the Company's redirection toward community banking,
ABS' business no longer coincides with our new strategy. We thank the former ABS
employees for their important contributions to Matrix and wish them well in
their new endeavor".
Denver-based
Matrix Bancorp, Inc. is focused on developing its community-based banking
network through its Matrix Capital Bank subsidiary by strategically positioning
branches across Colorado's Front Range market. The Bank plans to grow its
network to an estimated five to seven community-based branches over the next
three to five years. The Company recently identified "United Western" as its
proposed new brand name and anticipates a formal change in legal and trade
names
during second or third quarter of 2006, after receiving applicable regulatory
and shareholder approvals.
At
December 31, 2005, the Company reported total consolidated assets of $2.1
billion, total loans of $1.4 billion, total deposits of $1.1 billion and total
consolidated shareholders equity of $180.7 million (includes proceeds used
for
the Company's January 2006 tender offer). For more information, please visit
www.matrixbancorp.com.
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", "will", "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:
the
timing of regulatory approvals or consents for contemplated
actions
;
the
successful negotiation of a mutually acceptable definitive agreement; general
economic conditions; competition; the delay in or failure to receive any
required shareholder approvals of the contemplated actions; the risks and
uncertainties discussed elsewhere in the Company's Annual Report on Form 10-K
for the year ended December 31, 2005, filed with the Securities and Exchange
Commission on March 15, 2006; and the uncertainties set forth from time to
time
in the Company's periodic reports, filings and other public
statements.
#
#
#

EX - 99 . 1 3 v042459 _ ex99 - 1 . htm For more information , please contact : Michael J . McCloskey Chief Operating Officer ( 720 ) 932 - 4282 michaelm@matrixbancorp.com or Susan J . Lewis , PAIRELATIONS , LLC ( 303 ) 804 - 0494 slewis@pairelations.com FOR IMMEDIATE RELEASE May 8 , 2006 MATRIX BANCORP , INC . ANNOUNCES SALE OF ABS SCHOOL SERVICES , LLC Transaction Further Demonstrates Company 's Focus on Community Banking Denver … May 8 , 2006 … Matrix Bancorp , Inc . ( NASDAQ : MTXC ) ( the " Company " ) announced today that its wholly owned subsidiary , Equi - Mor Holdings , Inc . ( " Equi - Mor " ) , has sold all of its membership interests in ABS Schools Services , LLC ( " ABS " ) , a provider of financing and administrative business services to charter schools , to SKS Ventures , LLC ( " SKS " ) for approximately $ 7.4 million . The principal members of SKS are D . Mark Spencer , Richard V . Schmitz and David Kloos , the former Co - Chief Executive Officers and former Chief Financial Officer of the Company , respectively . Matrix Capital Bank , a subsidiary of the Company , provided SKS with $ 4 million in financing for the transaction . The closing of the transaction took place on Friday , May 5 , 2006 . Prior to the execution of the agreement , ABS distributed its outstanding interests in Charter Facilities Funding , LLC and New Century Academy Property Management Group , LLC to Equi - Mor . ABS also distributed certain other assets to Equi - Mor as well as outstanding deferred and current income tax balances related to ABS . Based on the purchase price , a $ 1.0 million pre - tax charge was recorded in the first quarter , included in discontinued operations , to reflect the net realized value of the ABS interests upon the sale . SKS assumed all liabilities associated with the ABS loan portfolio transferred to SKS , including ABS ' approximately $ 5.4 million recourse obligation to a third party financial institution . Equi - Mor has provided a five - year guarantee of up to $ 1.65 million for the existing ABS loan portfolio and the obligations to that financial institution . Management anticipates a charge of approximately $ 800,000 to $ 1.0 million will be recorded in the second quarter in the Company 's financial statements to reflect this recourse obligation . - more - Matrix Bancorp , Inc . Sale of ABS School Services , LLC Page 2 If SKS resells ABS within one year of the agreement , 50 % of any gain on sale is payable to Equi - Mor , after adjustment for certain post closing events . The Company guaranteed the obligations of its subsidiary Equi - Mor under the agreement . The three former executive officers of the Company guaranteed the obligations of SKS under the agreement and were co - borrowers on the $ 4 million financing with Matrix Capital Bank . In discussing the sale , Michael J . McCloskey , Chief Operating Officer of the Company , commented : " We are pleased to announce what we believe to be a mutually beneficial sale for both Matrix Bancorp and SKS Ventures , LLC . This sale allows Matrix Bancorp to take another step toward our goal of re - positioning the company as a traditional community bank serving the Colorado Front Range market . ABS and its employees have proved valuable to Matrix Bancorp 's operations over the years ; however , with the Company 's redirection toward community banking , ABS ' business no longer coincides with our new strategy . We thank the former ABS employees for their important contributions to Matrix and wish them well in their new endeavor " . Denver - based Matrix Bancorp , Inc . is focused on developing its community - based banking network through its Matrix Capital Bank subsidiary by strategically positioning branches across Colorado 's Front Range market . The Bank plans to grow its network to an estimated five to seven community - based branches over the next three to five years . The Company recently identified " United Western " as its proposed new brand name and anticipates a formal change in legal and trade names during second or third quarter of 2006 , after receiving applicable regulatory and shareholder approvals . At December 31 , 2005 , the Company reported total consolidated assets of $ 2.1 billion , total loans of $ 1.4 billion , total deposits of $ 1.1 billion and total consolidated shareholders equity of $ 180.7 million ( includes proceeds used for the Company 's January 2006 tender offer ) . For more information , please visit www.matrixbancorp.com . 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 " , " will " , " 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 : the timing of regulatory approvals or consents for contemplated actions ; the successful negotiation of a mutually acceptable definitive agreement ; general economic conditions ; competition ; the delay in or failure to receive any required shareholder approvals of the contemplated actions ; the risks and uncertainties discussed elsewhere in the Company 's Annual Report on Form 10 - K for the year ended December 31 , 2005 , filed with the Securities and Exchange Commission on March 15 , 2006 ; and the uncertainties set forth from time to time in the Company 's periodic reports , filings and other public statements . # # #
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O