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8-K - 8-K - Manhattan Bancorpa11-29870_18k.htm

Exhibit 99.1

 

 

MANHATTAN BANCORP

 

Contact Information:

Terry L. Robinson

Brian E. Côté

President /Chief Executive Officer

Executive Vice President/Chief Financial Officer

Phone: (310) 606-8080

Phone: (310) 606-8070

 

MANHATTAN BANCORP REPORTS FINANCIAL RESULTS FOR THIRD QUARTER 2011

(OTCBB: MNHN)

 

LOS ANGELES, CA — November 14, 2011 — Manhattan Bancorp (“Company”), the holding company of the Bank of Manhattan, N. A. (“Bank”), and MBFS Holdings, Inc., which owns a majority interest in Manhattan Capital Markets, LLC (“MCM”), announced today its financial results for the quarter ended September 30, 2011.

 

The Company reported a net loss of $1.83 million for the three months ended September 30, 2011, which is $67 thousand greater than our $1.76 million loss recorded in the prior quarter(1). However, excluding a one-time impairment charge related to subsidiary goodwill, third quarter results reflect a $213 thousand (12.1%) improvement compared with prior quarter results. The current quarter’s loss attributable to common stockholders of Manhattan Bancorp(2) is $1.58 million, translating to a loss of $0.40 per share, unchanged from the prior quarter.

 

For the nine months ended September 30, 2011, the Company lost $5.13 million, compared with a loss of $3.38 million for the same period in the prior year. The year-to-date loss attributable to common stockholders of Manhattan Bancorp is $4.62 million, translating to a loss of $1.16 per share, compared with a loss of $0.85 per share for the same period in the prior year.

 

FINANCIAL HIGHLIGHTS

 

Despite this quarter’s net loss, the Company saw some modest improvements in operating results, especially when compared with the prior quarter.

 

·                  Assets as of September 30, 2011 totaled $146.8 million, reflecting an increase of $7.9 million (5.7%) compared with the prior quarter.

 

·                  Total loans(3) as of September 30, 2011 totaled $107.7 million, reflecting an increase of $21.3 million (24.7%) compared with the prior quarter. More than three-quarters of this

 


(1)  The term “prior quarter” throughout this document refers to the second quarter of 2011.

(2)  Loss attributable to common stockholders of Manhattan Bancorp excludes loss attributable to non-controlling interests.

(3)  Excludes allowance for loan and lease losses.

 



 

increase was generated by the Bank’s mortgage division, which is reflected in loans available-for-sale. Concurrent with the increase in loans available-for-sale, the Bank’s loans held-for-investment increased by $4.8 million (5.9%) compared with the prior quarter.

 

·                  The Company’s deposits at September 30, 2011 totaled $111.6 million, an increase of $1.5 million (1.3%) from the prior quarter.  Compared with the prior quarter, the Bank’s core deposits(4) increased by $10.6 million (12.3%), primarily driven by a 24.6% increase in non-interest bearing demand deposits. This increase in the Bank’s core deposits more than offset a $6.3 million (25.9%) decrease in more expensive non-core deposits. As a result, core deposits as a percent of total deposits increased to 84.4% as of September 30, 2011 compared with 78.2% as of June 30, 2011.

 

·                  Borrowings totaled $13.0 million as of September 30, 2011, reflecting an increase of $7.4 million (132%) compared with the prior quarter. Of this, $5 million represented the Company’s borrowings pursuant to a credit agreement with Carpenter Community Bancfund, L.P. and Carpenter Community Bancfund-A, L.P. The Company used these proceeds to make a $5 million loan to MCM. Almost all of these funds were used by MCM to infuse capital into its various subsidiaries in order to grow business volumes and increase revenues.

 

·                  The Company’s $1.8 million loss in the third quarter of 2011 was $67 thousand (3.8%) greater than its net loss in the prior quarter. This unfavorable change was due primarily to an $889 thousand (18.6%) increase in non-interest expenses and, to a lesser extent, a $152 thousand (11.9%) decline in net interest income after provision for loan losses. These unfavorable changes were almost entirely offset by a $985 thousand (56.4%) increase in the Company’s non-interest income.

 

·                  Compared with the prior quarter, the Company’s operating expenses(5) in the third quarter of 2011 increased by $610 thousand (12.8%). However, this unfavorable change was more than offset by a $985 thousand (56.4%) increase in the Company’s non-interest income, resulting in a net favorable impact on earnings of $375 thousand. This net favorable change was driven primarily by the Company’s core bank and, to a much lesser extent, its mortgage banking unit. However, it should be noted that the growth in non-interest income in each of the Company’s primary operating segments(6) more than offset increases in each segment’s operating expenses.

 

·                  In the third quarter of 2011, all of the goodwill on MCM’s balance sheet was determined to be impaired under current accounting guidance. As a result, we recorded an impairment charge of $279 thousand related to subsidiary goodwill, which is reported as a separate component of non-interest expense. This charge is not expected to impact our ongoing operations, tangible equity, or liquidity. Also, our capital ratios remain well

 


(4)  Core deposits are deposits maintained by the bank’s retail and commercial customers. Non-core deposits are maintained by financial institutions. (The bank had no brokered deposits.)

(5)  Operating expenses include all non-interest expenses except the impairment charge related to subsidiary goodwill.

(6)  The Company’s three primary operating segments consist of MCM, Core Bank, and Mortgage Bank.

 



 

above thresholds required for the “well capitalized” designation under generally applicable regulatory guidelines (as discussed in more detail below).

 

·                  The $152 thousand (11.9%) decline in net interest income (NII), net of provision for loan losses, reflects the impact of a 0.27% reduction in our net interest margin (NIM) and, to a lesser extent, a $50 thousand negative loan loss provision that was recorded in the prior quarter(7). The decrease in NIM, which reduced NII by $102 thousand (8.4%), was due primarily to lower loan yields which, in turn, reflected heightened market competition in an unprecedented low interest rate environment.

 

·                  As of September 30, 2011, the Bank’s allowance for loan and lease losses represented 2.13% of loans held-for-investment, compared with 2.26% as of June 30, 2011 and 2.10% as of December 31, 2010.

 

·                  Capital ratios for the Bank continue to exceed levels required by banking regulators to be considered “well-capitalized” (the highest level specified by regulators). For example, as of September 30, 2011, the Bank’s total risk-adjusted capital ratio, tier 1 risk-adjusted capital ratio, and tier 1 capital ratio were 18.1%, 16.8%, and 13.3%, respectively, well above the regulatory requirements of 10%, 6%, and 5%, respectively, to be considered “well-capitalized.”

 

President & Chief Executive Officer Terry L. Robinson stated: “In order for Manhattan Bancorp to achieve sustainable profitability, we clearly need to better leverage our operating infrastructure through significant growth. Although it has been very difficult to grow our various lines of business in the current economic environment, third-quarter results indicate that we now are gaining traction and seeing some modest improvement.” Executive Vice President and Chief Financial Officer Brian E. Côté added: “We have witnessed meaningful growth in our loan portfolios despite heightened competition in an unprecedented low interest rate environment. In addition, our mortgage division reached breakeven volumes for the first time since commencing operations late last year. We will maintain our focus in both of these areas to further improve our financial results going forward.”

 

The Bank, which opened for business on August 15, 2007, is a full service bank headquartered in the South Bay area of Los Angeles, California.  The Bank’s primary focus is relationship banking and residential mortgages to entrepreneurs, family-owned and closely-held middle market businesses, real estate investors and professional service firms. The Company, through its wholly owned subsidiary, MBFS Holdings, Inc., also owns a majority interest in Manhattan Capital Markets LLC.  Manhattan Capital Markets LLC is a holding company for multiple wholly-owned subsidiaries, including BOM Capital LLC, a full service mortgage-centric broker/dealer. Additional information is available at www.BankManhattan.com.

 


(7)  In the second quarter of 2011, we recorded a negative loan loss provision of $50 thousand in order to reallocate $50 thousand from our loan loss allowance to a contingency reserve for sold loans. This reserve, which is included in other liabilities, is to provide for potential losses due to early payoffs, early payment defaults, or fraud related to loans sold to investors. We have incurred no losses due to early payoffs, early payment defaults, or fraud related to loans sold to investors from inception to date. No provision for loan losses was recorded in the third quarter of 2011.

 



 

FORWARD LOOKING STATEMENTS

 

Certain matters discussed in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to, among other things, the Company’s current expectations regarding deposit and loan growth, operating results and the strength of the local economy.  These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements.  These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions and increased competition among financial service providers on Bank of Manhattan’s operating results, ability to attract deposit and loan customers and the quality of Bank of Manhattan’s earning assets; (2) government regulation; and (3) the other risks set forth in the Company’s 10-K and other reports filed with the SEC. Risk Factors filed with the Securities and Exchange Commission.  The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

 



 

Manhattan Bancorp and Subsidiaries

Consolidated Balance Sheets

(unaudited)

 

 

 

September 30, 2011

 

June 30, 2011

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

2,459,474

 

$

2,222,613

 

Federal funds sold/interest-bearing demand funds

 

6,822,402

 

23,002,414

 

Total cash and cash equivalents

 

9,281,876

 

25,225,027

 

Time deposits-other financial institutions

 

938,000

 

2,123,000

 

Investments securities-available for sale, at fair value

 

18,813,844

 

16,761,166

 

Investments securities-held to maturity

 

 

499,337

 

 

 

 

 

 

 

Loans held for investment

 

85,959,717

 

81,150,818

 

Allowance for loan losses

 

(1,834,258

)

(1,833,244

)

 

 

-2.13

%

-2.26

%

Net loans held for investment

 

84,125,459

 

79,317,574

 

Loans held for sale, at fair value

 

20,862,543

 

 

Loans held for sale, at lower of cost or fair value

 

918,159

 

5,267,256

 

Total loans, net

 

105,906,161

 

84,584,830

 

 

 

 

 

 

 

Property and equipment, net

 

4,572,633

 

2,991,177

 

Federal Home Loan Bank and Federal Reserve Bank stock

 

1,037,050

 

1,072,350

 

Investment in Limited Partnership Fund

 

2,574,508

 

2,518,400

 

Receivable from Broker

 

1,035,616

 

193,136

 

Accrued interest receivable and other assets

 

2,605,152

 

2,890,678

 

Total assets

 

$

146,764,840

 

$

138,859,101

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Deposits:

 

 

 

 

 

Non-interest bearing demand

 

$

50,880,475

 

$

42,995,362

 

Interest bearing:

 

 

 

 

 

Demand

 

3,770,489

 

4,192,101

 

Savings and money market

 

23,529,384

 

23,833,839

 

Certificates of deposit equal to or greater than $100,000

 

30,835,913

 

35,942,857

 

Certificates of deposit less than $100,000

 

2,558,293

 

3,132,931

 

Total deposits

 

111,574,554

 

110,097,090

 

FHLB advances and other borrowings

 

13,019,648

 

5,600,000

 

Incentives payable

 

588,218

 

505,085

 

Accrued interest payable and other liabilities

 

2,228,579

 

1,464,188

 

Total liabilities

 

127,410,999

 

117,666,363

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Manhattan Bancorp stockholders’ equity:

 

 

 

 

 

Serial preferred stock-no par value; 10,000,000 shares authorized: issued and outstanding, none in 2011 and 2010

 

 

 

Common stock-no par value; 30,000,000 shares authorized; issued and outstanding, 3,987,631 in 2011 and 2010

 

38,977,282

 

38,977,282

 

Additional paid in capital

 

2,293,632

 

2,247,182

 

Unrealized gain on available-for-sale securities

 

359,919

 

415,459

 

Accumulated deficit

 

(21,971,135

)

(20,395,749

)

Total Manhattan Bancorp stockholders’ equity

 

19,659,698

 

21,244,174

 

Non-controlling interest

 

(305,857

)

(51,436

)

Total equity

 

19,353,841

 

21,192,738

 

Total liabilities and stockholders’ equity

 

$

146,764,840

 

$

138,859,101

 

 



 

Manhattan Bancorp and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

 

 

For the Three Months

 

For the Nine Months

 

 

 

ended

 

ended September 30,

 

 

 

9/30/2011

 

6/30/2011

 

2011

 

2010

 

Interest income

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

1,242,146

 

$

1,238,840

 

$

3,752,517

 

$

3,901,772

 

Interest on investment securities

 

175,407

 

207,270

 

572,814

 

908,548

 

Interest on federal funds sold

 

13,102

 

17,908

 

47,535

 

29,614

 

Interest on time deposits-other financial institutions

 

6,398

 

2,833

 

28,677

 

39,062

 

Total interest income

 

1,437,053

 

1,466,851

 

4,401,543

 

4,878,996

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

NOW, money market and savings

 

39,614

 

42,547

 

125,965

 

173,937

 

Time deposits

 

117,496

 

137,393

 

378,604

 

450,180

 

FHLB advances and other borrowed funds

 

158,222

 

62,961

 

270,458

 

149,503

 

 

 

315,332

 

242,901

 

775,027

 

773,620

 

Total interest expense

 

 

 

 

 

 

 

 

 

Net interest income

 

1,121,721

 

1,223,950

 

3,626,516

 

4,105,376

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

(50,000

)

(50,000

)

727,230

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

1,121,721

 

1,273,950

 

3,676,516

 

3,378,146

 

 

 

 

 

 

 

 

 

 

 

Non-interest income

 

 

 

 

 

 

 

 

 

Whole loan sales and warehouse lending fees

 

26,298

 

255,021

 

842,801

 

1,016,255

 

Advisory income

 

184,558

 

76,568

 

313,126

 

658,040

 

Riskless trading income

 

1,309,136

 

775,916

 

3,245,419

 

4,010,338

 

Other bank fees and income

 

171,015

 

89,641

 

311,758

 

186,354

 

Gain on rate lock commitments

 

172,677

 

146,852

 

319,529

 

 

Losses on forward sale commitments

 

(286,149

)

27,845

 

(258,304

)

 

Fair value adjustments on loans held for sale

 

555,082

 

 

555,082

 

 

Gain on sale of loans

 

568,156

 

400,246

 

1,063,310

 

 

Other mortgage related income

 

29,226

 

(26,825

)

191,886

 

 

 

 

2,729,999

 

1,745,264

 

6,584,607

 

5,870,987

 

Total non-interest income

 

 

 

 

 

 

 

 

 

Non-interest expense

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

3,608,900

 

3,276,006

 

10,422,831

 

8,707,739

 

Occupancy and equipment

 

415,654

 

242,774

 

1,072,373

 

818,210

 

Technology and communication

 

450,414

 

533,810

 

1,283,794

 

1,016,126

 

Professional fees

 

598,770

 

228,660

 

1,091,639

 

1,039,905

 

Impairment of subsidiary goodwill

 

279,391

 

 

279,391

 

 

Other non-interest expenses

 

314,164

 

496,801

 

1,220,108

 

1,044,375

 

 

 

5,667,293

 

4,778,051

 

15,370,136

 

12,626,355

 

Total non-interest expenses

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(1,815,573

)

(1,758,837

)

(5,109,013

)

(3,377,222

)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

14,234

 

4,399

 

23,833

 

6,172

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,829,807

)

$

(1,763,236

)

$

(5,132,846

)

$

(3,383,394

)

Less: Net (loss) gain attributable to the non-controlling interest

 

(254,421

)

(160,798

)

(509,323

)

20,747

 

Net loss attributable to common stockholders of Manhattan Bancorp

 

$

(1,575,386

)

$

(1,602,438

)

$

(4,623,523

)

$

(3,404,141

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding (basic and diluted)

 

3,987,631

 

3,987,631

 

3,987,631

 

3,987,631

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$

(0.40

)

$

(0.40

)

$

(1.16

)

$

(0.85

)

 



 

Manhattan Bancorp and Subsidiaries

Financial Highlights

(dollars in thousands, except for per share amounts)

(Unaudited)

 

 

 

As of and For

 

As of and For

 

 

 

the Three Months Ended

 

the Nine Months Ended

 

 

 

9/30/2011

 

6/30/2011

 

9/30/2010

 

9/30/2011

 

9/30/2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Statements of Operations:

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

1,437

 

$

1,467

 

$

1,644

 

$

4,402

 

$

4,879

 

Interest expense

 

315

 

243

 

242

 

775

 

774

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

1,122

 

1,224

 

1,402

 

3,627

 

4,105

 

Provision for loan losses

 

 

(50

)

150

 

(50

)

727

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision

 

1,122

 

1,274

 

1,252

 

3,677

 

3,378

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest income

 

2,730

 

1,745

 

2,480

 

6,585

 

5,871

 

Non-interest expense

 

5,667

 

4,778

 

4,596

 

15,370

 

12,626

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from operations excluding non-controlling interest

 

$

(1,575

)

$

(1,602

)

$

(876

)

$

(4,624

)

$

(3,404

)

 

 

 

 

 

 

 

 

 

 

 

 

Per Share and Other Data:

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$

(0.40

)

$

(0.40

)

$

(0.22

)

$

(1.16

)

$

(0.85

)

 

 

 

 

 

 

 

 

 

 

 

 

Book value per common share- period end

 

$

4.93

 

$

5.33

 

$

6.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding (basic and diluted)

 

3,987,631

 

3,987,631

 

3,987,631

 

3,987,631

 

3,987,631

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Investments and fed funds sold

 

$

26,574

 

$

42,386

 

$

46,215

 

 

 

 

 

Total loans held for sale

 

$

21,781

 

$

5,267

 

$

 

 

 

 

 

Loans held for investment, net

 

$

84,125

 

$

79,318

 

$

81,478

 

 

 

 

 

Assets

 

$

146,765

 

$

138,859

 

$

134,608

 

 

 

 

 

Deposits

 

$

111,575

 

$

110,097

 

$

102,158

 

 

 

 

 

Manhattan Bancorp equity

 

$

19,660

 

$

21,244

 

$

25,332

 

 

 

 

 

Total equity

 

$

19,354

 

$

21,193

 

$

25,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Financial Ratios:

 

 

 

 

 

 

 

 

 

 

 

Net loss as a percentage of average assets

 

-4.40

%

-4.51

%

-2.65

%

-4.46

%

-3.43

%

Net loss as a percentage of average equity

 

-30.72

%

-29.13

%

-13.45

%

-28.24

%

-16.93

%

Dividend payout ratio

 

 

 

 

 

 

Total equity to total asset ratio

 

13.19

%

15.26

%

19.05

%

13.19

%

19.05

%

Net interest margin

 

3.45

%

3.72

%

4.46

%

3.77

%

4.41

%

 

 

 

 

 

 

 

 

 

 

 

 

Credit Quality:

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses(1)

 

$

1,834

 

$

1,833

 

$

1,863

 

 

 

 

 

Allowance /total loans

 

2.13

%

2.26

%

2.24

%

 

 

 

 

Non-performing loans

 

$

1,908

 

$

2,046

 

$

 

 

 

 

 

Net (recoveries) charge-offs

 

$

(1

)

$

(1

)

$

(20

)

$

(7

)

$

66

 

 


(1)

Allowance as of September 30, 2011 and June 30, 2011 includes $472 thousand in specific loan allowances associated with the Bank’s non-performing loans, all of which are impaired and on non-accrual status. As of September 30, 2010, the Bank had no specific reserve for loans because there were no loans that were impaired, non-performing, or on non-accrual status.