Netbank (WKN 907126)
| eröffnet am: | 21.05.07 19:03 von: | Top1 |
| neuester Beitrag: | 30.09.08 14:58 von: | CosmicTrade |
| Anzahl Beiträge: | 457 | |
| Leser gesamt: | 72541 | |
| davon Heute: | 5 | |
bewertet mit 6 Sternen |
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nicht zu groß machen - immer schön im Rahmen halten.
Hier nun RT 0,235, das ist über pari zum Sk im
Amiland. Machen das die Amis nun mit oder geht
es nun wieder erstmal leicht runter?
Heute wieder alles drin, wird spannend und hoffentlich
treffen wir den Rebound dann
Hamburg, 23. Mai 2007
Neue Eigentümerstruktur der NetBank AG
Landesbank Berlin unterzeichnet Vereinbarung zum strategischen Mehrheitserwerb
Die Landesbank Berlin AG (LBB) hat rückwirkend zum 1. Januar 2007 eine strategische Mehrheitsbeteiligung in Höhe von 75 Prozent minus
1 Aktie an der NetBank AG, Hamburg, erworben. Neben der LBB sind insbesondere die Sparda-Banken Baden-Württemberg, Hamburg, Nürnberg, Südwest und West beteiligt. Die Sparda-Bank Hamburg betreibt auf der Basis eines langfristigen Produktions-Service-Vertrages als Outsourcer für die NetBank AG das Back-Office im Passiv- und Dienstleistungsbereich.
„Nach Gründung und Etablierung am Markt tritt nunmehr die NetBank in die Phase der Expansion ein. Innerhalb der nächsten Jahre wird die LBB der NetBank Neukunden zuführen“, so der Gründungsvorstandsvorsitzende und jetzige Aufsichtsratsvorsitzende der NetBank AG, Dr. Heinz Wings. „Als marktführendes Institut im Kreditkartengeschäft ist die LBB strategischer Wunschpartner, der der NetBank eine stabile Basis für interessante, neue Business-Modelle bieten kann und wird. Dass die strategische Partnerschaft über Säulengrenzen im deutschen Kreditgewerbe hinweg erfolgt, ist sicherlich sowohl weitsichtig als auch spannend. Damit ist die Transaktion für Gesellschafter, Vorstand und Mitarbeiterinnen und Mitarbeiter gleichermaßen interessant“, so Wings weiter.
Über Details der Transaktion, bei der die beteiligten Sparda-Banken von Dietmar Lange – Deloitte Corporate Finance – beraten wurden, haben die Vertragspartner Vertraulichkeit vereinbart. Der Vollzug des Transaktionsprozesses steht u. a. noch unter dem Vorbehalt der Zustimmung des Bundeskartellamts.
Die NetBank AG ist seit 15. April 1999 am Markt und damit die erste Vollbank Europas, die als unabhängiger Anbieter Finanzdienstleistungen ausschließlich über das Internet vertreibt. Ihr erfolgreiches Geschäftsmodell wurde in Form zahlreicher Testsiege und Auszeichnungen bestätigt. Das Produktangebot der NetBank umfasst sowohl Bank- und Wertpapierleistungen als auch banknahe Produkte wie Versicherungen oder Baufinanzierungen. Sie betreut rund 80.000 Kunden mit einem Bilanzvolumen von über einer halben Milliarde Euro.
gehen und es darf dann auch ruhig mal etwas
mehr als 14% sein. Auf geht´s mit
Wiederhochschleudern ;-)
| NetBank Reaches Agreement With EverBank for Sale of Select Assets and Assumption of Deposit Liabilities | |
 | |
 | Transaction is Expected to Close by End of June 2007; NetBank Begins Immediate Shut-Down of Third-Party Mortgage Origination BusinessATLANTA, May 21, 2007 (PrimeNewswire via COMTEX News Network) -- NetBank, Inc. (Nasdaq:NTBK), parent company of NetBank (www.netbank.com), an online financial services provider and national prime mortgage lender, today announced that the bank has executed an asset purchase and liability assumption agreement with EverBank, an FDIC-insured, federal savings bank and subsidiary of EverBank Financial Corp., a privately held financial services holding company headquartered in Jacksonville, Fla., with approximately $4.7 billion in assets. The purchase price represents a discount to the current carrying value of the assets and liabilities being conveyed, and NetBank anticipates recording a loss on sale of between $60 and $70 million at close. The transaction is expected to close by the end of June 2007, subject to regulatory approval, and relates to the broader initiative the company began earlier in the year to consider strategic alternatives that would allow management to serve the interests of its customers, while protecting the company's equity position from continued erosion. The company has been under extreme financial pressure for more than a year due to a difficult mortgage origination market, a flat yield curve environment and other factors. These pressures have resulted in large operating losses that have significantly reduced the company's capital position and prompted heightened regulatory oversight. NetBank worked closely with regulators as it evaluated various opportunities. Regulators have been increasingly concerned about the bank's capital and earnings trends and advised management to find an alternative immediately that covered all of the bank's deposit obligations. NetBank and EverBank expect to execute a separate transition service agreement where NetBank will continue to support the deposit relationships after the close until EverBank converts these relationships to its core online banking platform sometime in the third quarter. The primary assets and liabilities in the transaction include: * The bank's held for investment loan portfolio; * All of the assets and liabilities of NetBank Business Finance, the bank's small business equipment leasing and financing operation; * The bank's $2.5 billion in core and brokered deposits; and * The NetBank brand and related trademarks and service marks.Management Commentary "In spite of our best efforts to improve the company's operating profile through the restructuring plan we undertook last year, our company has remained very vulnerable and at risk due to the weakened fundamentals of our core businesses," said Steven F. Herbert, chief executive officer, NetBank, Inc. "Our mortgage operations continue to struggle in the face of a highly competitive marketplace, especially the third-party origination channel. Bank earnings have also fallen sharply as we have had to de-leverage the balance sheet in order to maintain risk-based capital ratios within appropriate regulatory guidelines. "Our effort to manage and address these pressures was further complicated by the delay of the annual audit and greater day-to-day regulatory oversight and involvement. "The board of directors and executive management team have spent considerable time and effort over the past several months reviewing every opportunity presented to us as well as working to create others," Herbert continued. "In contemplating any action, we had the interests of our shareholders, customers and employees firmly in mind. "The transaction we are announcing today monetizes a significant portion of the company's assets and will allow the bank to fulfill all of its deposit liabilities. EverBank offers a full line of products with industry leading deposits rates. It is better positioned than almost anyone else in the online banking marketplace to build on the value proposition that our customers came to us for in the first place. "By transferring the deposit relationships and resolving the chief concern of regulators, we are now positioned to move forward with other restructuring initiatives, such as the shutdown of our third-party mortgage origination business, NetBank Funding Services. "Our remaining businesses will include our mortgage servicing operation, along with our retail prime mortgage franchise, Market Street Mortgage," Herbert concluded. "We are actively evaluating their long-term strategic alternatives as well as those of the parent company as a whole. We have also retained our CMC claim and the deferred tax asset that we generated in the fourth quarter of 2006. After consummation of the EverBank transaction, we will focus intensely on prosecuting the CMC sureties and pursuing our claim against them, which we now estimate at $150 million." Additional Details & Conference Call Information NetBank and its affiliate, MG Reinsurance, a captive mortgage reinsurance operation, are finalizing additional agreements with EverBank. EverBank intends to acquire the bank's held-for-investment portfolio of mortgage servicing rights ("MSRs"). The loans associated with these MSRs currently have an underlying principal balance of $3.2 billion. EverBank also plans to purchase select assets and assume associated liabilities of MG Reinsurance. NetBank has begun a shut down of its third-party conforming mortgage business, NetBank Funding Services. The process is expected to be complete in approximately 60 days. The unit has stopped taking locks on loans from its correspondent and broker partners but will honor locks in its pipeline through specified dates that the company will communicate today. NetBank initiated litigation in 2002 over lease receivables originated by Commercial Money Center, Inc. ("CMC"). The CMC lease receivables that NetBank had purchased as an investment carried insurance policies or surety bonds guaranteeing payments in full in the event of a shortfall. NetBank pursued collection under these policies and bonds shortly after it ceased receiving payments on these investments. To date, the sureties -- which include Illinois Union Insurance Company, Royal Indemnity Company and SAFECO Insurance Company of America -- have not honored their obligations. Management has scheduled an analyst-investor call to discuss the EverBank transaction. The call will be held today at 11 a.m. EDT. Interested parties may dial in or listen via an audiocast on the company's Web site. Call Title: NetBank Investor Call Call Leader: Steven F. Herbert Pass Code: NetBank Domestic: 888-677-1895 International: +1-210-795-9306 One-Week Replay: 866-511-1889About NetBank, Inc. NetBank, Inc. (Nasdaq:NTBK) is a financial holding company that operates a family of businesses focused primarily on consumer and small business banking, as well as conforming mortgage lending. The company's businesses have a shared value proposition of providing consumers in select markets an attractive combination of price, service and experience through skilled associates and advanced technology systems. Retail brands include NetBank and Market Street Mortgage. For more information, please visit www.netbankinc.com. Forward-looking Statements Statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this press release include, but are not limited to, the expectation: A) that final regulatory approval will be obtained and the closing of the transaction with EverBank will close by the end of June 2007; B) that we will be able to successfully prosecute our claims against the CMC sureties; and C) that we will complete the shut down of NetBank Funding Services within 60 days. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results and future trends to differ materially from those expressed in or implied by such forward-looking statements. The Company's consolidated results of operations and such forward- looking statements could be affected by many factors, including but not limited to: 1) the evolving nature of the market for internet banking and financial services generally; 2) the public's perception of the internet as a secure, reliable channel for transactions; 3) the success of new and existing products and lines of business considered critical to the company's long-term strategy; 4) potential difficulties in integrating the company's operations across its multiple lines of business; 5) the cyclical nature of the mortgage banking industry generally; 6) a possible decline in asset quality; 7) changes in general economic or operating conditions that could adversely affect mortgage loan production and sales, mortgage servicing rights, loan delinquency rates and/or loan defaults; 8) the possible adverse effects of unexpected changes in the interest rate environment; 9) adverse legal rulings, particularly in the company's litigation over leases originated by Commercial Money Center, Inc.; 10) increased competition and regulatory changes; 11) any delay or difficulty in completion of the 2006 audit and the preparation of the first quarter financial statements; and 12) any material adjustments necessary as a result of the 2006 audit. Further information relating to these and other factors that may impact the Company's results of operations and such forward-looking statements are disclosed in the Company's filings with the SEC, including under the caption "Item 1A. Risks Factors" in its Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006, as well as Exhibit 99.2 to its Current Report on Form 8-K filed with the SEC on January 3, 2007, and Form 12b-25 filed with the SEC on May 11, 2007. Except as required by the securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NTBK-F This news release was distributed by PrimeNewswire, www.primenewswire.com SOURCE: NetBank NetBank, Inc. Matthew Shepherd 678-942-2683 mshepherd@netbank.com Rich Jeffers 678-942-7596 rjeffers@netbank.com
(C) Copyright 2007 PrimeNewswire, Inc. All rights reserved. News Provided by COMTEX |
| NetBank Reaches Agreement With EverBank for Sale of Select Assets and Assumption of Deposit Liabilities | |
| |
| Transaction is Expected to Close by End of June 2007; NetBank Begins Immediate Shut-Down of Third-Party Mortgage Origination BusinessATLANTA, May 21, 2007 (PrimeNewswire via COMTEX News Network) -- NetBank, Inc. (Nasdaq:NTBK), parent company of NetBank (www.netbank.com), an online financial services provider and national prime mortgage lender, today announced that the bank has executed an asset purchase and liability assumption agreement with EverBank, an FDIC-insured, federal savings bank and subsidiary of EverBank Financial Corp., a privately held financial services holding company headquartered in Jacksonville, Fla., with approximately $4.7 billion in assets. The purchase price represents a discount to the current carrying value of the assets and liabilities being conveyed, and NetBank anticipates recording a loss on sale of between $60 and $70 million at close. The transaction is expected to close by the end of June 2007, subject to regulatory approval, and relates to the broader initiative the company began earlier in the year to consider strategic alternatives that would allow management to serve the interests of its customers, while protecting the company's equity position from continued erosion. The company has been under extreme financial pressure for more than a year due to a difficult mortgage origination market, a flat yield curve environment and other factors. These pressures have resulted in large operating losses that have significantly reduced the company's capital position and prompted heightened regulatory oversight. NetBank worked closely with regulators as it evaluated various opportunities. Regulators have been increasingly concerned about the bank's capital and earnings trends and advised management to find an alternative immediately that covered all of the bank's deposit obligations. NetBank and EverBank expect to execute a separate transition service agreement where NetBank will continue to support the deposit relationships after the close until EverBank converts these relationships to its core online banking platform sometime in the third quarter. The primary assets and liabilities in the transaction include: * The bank's held for investment loan portfolio; * All of the assets and liabilities of NetBank Business Finance, the bank's small business equipment leasing and financing operation; * The bank's $2.5 billion in core and brokered deposits; and * The NetBank brand and related trademarks and service marks.Management Commentary "In spite of our best efforts to improve the company's operating profile through the restructuring plan we undertook last year, our company has remained very vulnerable and at risk due to the weakened fundamentals of our core businesses," said Steven F. Herbert, chief executive officer, NetBank, Inc. "Our mortgage operations continue to struggle in the face of a highly competitive marketplace, especially the third-party origination channel. Bank earnings have also fallen sharply as we have had to de-leverage the balance sheet in order to maintain risk-based capital ratios within appropriate regulatory guidelines. "Our effort to manage and address these pressures was further complicated by the delay of the annual audit and greater day-to-day regulatory oversight and involvement. "The board of directors and executive management team have spent considerable time and effort over the past several months reviewing every opportunity presented to us as well as working to create others," Herbert continued. "In contemplating any action, we had the interests of our shareholders, customers and employees firmly in mind. "The transaction we are announcing today monetizes a significant portion of the company's assets and will allow the bank to fulfill all of its deposit liabilities. EverBank offers a full line of products with industry leading deposits rates. It is better positioned than almost anyone else in the online banking marketplace to build on the value proposition that our customers came to us for in the first place. "By transferring the deposit relationships and resolving the chief concern of regulators, we are now positioned to move forward with other restructuring initiatives, such as the shutdown of our third-party mortgage origination business, NetBank Funding Services. "Our remaining businesses will include our mortgage servicing operation, along with our retail prime mortgage franchise, Market Street Mortgage," Herbert concluded. "We are actively evaluating their long-term strategic alternatives as well as those of the parent company as a whole. We have also retained our CMC claim and the deferred tax asset that we generated in the fourth quarter of 2006. After consummation of the EverBank transaction, we will focus intensely on prosecuting the CMC sureties and pursuing our claim against them, which we now estimate at $150 million." Additional Details & Conference Call Information NetBank and its affiliate, MG Reinsurance, a captive mortgage reinsurance operation, are finalizing additional agreements with EverBank. EverBank intends to acquire the bank's held-for-investment portfolio of mortgage servicing rights ("MSRs"). The loans associated with these MSRs currently have an underlying principal balance of $3.2 billion. EverBank also plans to purchase select assets and assume associated liabilities of MG Reinsurance. NetBank has begun a shut down of its third-party conforming mortgage business, NetBank Funding Services. The process is expected to be complete in approximately 60 days. The unit has stopped taking locks on loans from its correspondent and broker partners but will honor locks in its pipeline through specified dates that the company will communicate today. NetBank initiated litigation in 2002 over lease receivables originated by Commercial Money Center, Inc. ("CMC"). The CMC lease receivables that NetBank had purchased as an investment carried insurance policies or surety bonds guaranteeing payments in full in the event of a shortfall. NetBank pursued collection under these policies and bonds shortly after it ceased receiving payments on these investments. To date, the sureties -- which include Illinois Union Insurance Company, Royal Indemnity Company and SAFECO Insurance Company of America -- have not honored their obligations. Management has scheduled an analyst-investor call to discuss the EverBank transaction. The call will be held today at 11 a.m. EDT. Interested parties may dial in or listen via an audiocast on the company's Web site. Call Title: NetBank Investor Call Call Leader: Steven F. Herbert Pass Code: NetBank Domestic: 888-677-1895 International: +1-210-795-9306 One-Week Replay: 866-511-1889About NetBank, Inc. NetBank, Inc. (Nasdaq:NTBK) is a financial holding company that operates a family of businesses focused primarily on consumer and small business banking, as well as conforming mortgage lending. The company's businesses have a shared value proposition of providing consumers in select markets an attractive combination of price, service and experience through skilled associates and advanced technology systems. Retail brands include NetBank and Market Street Mortgage. For more information, please visit www.netbankinc.com. Forward-looking Statements Statements in this press release that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this press release include, but are not limited to, the expectation: A) that final regulatory approval will be obtained and the closing of the transaction with EverBank will close by the end of June 2007; B) that we will be able to successfully prosecute our claims against the CMC sureties; and C) that we will complete the shut down of NetBank Funding Services within 60 days. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results and future trends to differ materially from those expressed in or implied by such forward-looking statements. The Company's consolidated results of operations and such forward- looking statements could be affected by many factors, including but not limited to: 1) the evolving nature of the market for internet banking and financial services generally; 2) the public's perception of the internet as a secure, reliable channel for transactions; 3) the success of new and existing products and lines of business considered critical to the company's long-term strategy; 4) potential difficulties in integrating the company's operations across its multiple lines of business; 5) the cyclical nature of the mortgage banking industry generally; 6) a possible decline in asset quality; 7) changes in general economic or operating conditions that could adversely affect mortgage loan production and sales, mortgage servicing rights, loan delinquency rates and/or loan defaults; 8) the possible adverse effects of unexpected changes in the interest rate environment; 9) adverse legal rulings, particularly in the company's litigation over leases originated by Commercial Money Center, Inc.; 10) increased competition and regulatory changes; 11) any delay or difficulty in completion of the 2006 audit and the preparation of the first quarter financial statements; and 12) any material adjustments necessary as a result of the 2006 audit. Further information relating to these and other factors that may impact the Company's results of operations and such forward-looking statements are disclosed in the Company's filings with the SEC, including under the caption "Item 1A. Risks Factors" in its Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006, as well as Exhibit 99.2 to its Current Report on Form 8-K filed with the SEC on January 3, 2007, and Form 12b-25 filed with the SEC on May 11, 2007. Except as required by the securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NTBK-F This news release was distributed by PrimeNewswire, www.primenewswire.com SOURCE: NetBank NetBank, Inc. Matthew Shepherd 678-942-2683 mshepherd@netbank.com Rich Jeffers 678-942-7596 rjeffers@netbank.com
(C) Copyright 2007 PrimeNewswire, Inc. All rights reserved. News Provided by COMTEX |
EDGAR Online (Thu 4:45pm)
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24-May-2007
Entry into a Material Definitive Agreement, Costs Associated with Exit or Disposal Ac
Item 1.01 Entry Into a Material Definitive Agreement.
On May 18, 2007, NetBank, FSB ("the Bank"), a wholly-owned subsidiary of NetBank, Inc. (the "Company"), entered into an Asset Purchase Agreement ("Purchase Agreement") with EverBank, a federal savings bank, pursuant to which the Bank has agreed to sell certain assets to EverBank and EverBank has agreed to the assumption of certain liabilities of the Bank. The Company has agreed to be jointly and severally liable for the performance of the Bank's obligations under the Purchase Agreement, including the Bank's indemnification obligations.
The Company anticipates that the transaction will result in a loss on sale of between $60 and $70 million at close. The agreement entails a $5 million premium on the liabilities being assumed and discounts on the assets being acquired, such discounts currently estimated at between $65 and $75 million. The Company currently estimates that EverBank will acquire an aggregate of $1.3 billion of assets and assume an aggregate of $2.5 billion of liabilities (valued as of the execution of the Purchase Agreement) in the transaction.
The primary assets and liabilities in the transaction include:
† The Bank's held for investment loan portfolio;
† All of the assets and liabilities of NetBank Business Finance, the
Bank's small business equipment leasing and financing operation;
† The Bank's $2.5 billion in core and brokered deposits;
† Mortgage loans held for sale that were originated by Meritage
Mortgage Corporation, a subsidiary of the Bank, and are held for sale by the
Bank;
† The recreational vehicle, aircraft and other loans originated by
Beacon Credit Services, a division of the Bank, and held for investment by the Bank; and
† The NetBank brand and related trademarks and service marks.
EverBank has agreed to assume all of the Bank's deposits and certain other specified liabilities in exchange for certain of the Bank's mortgage loans, certain other specified assets and cash in an aggregate amount equal to the difference between the Bank's liabilities assumed by EverBank and the Bank's assets acquired by EverBank less a $5 million premium, all as more fully described in the Purchase Agreement.
The Bank has made customary representations and warranties in the Purchase Agreement, including, among others, representations regarding authorization, consents, conflicts, and relating to the loans and leases being acquired. The Bank has also agreed to customary covenants, including, among others, to conduct its business operations between the date of the Purchase Agreement and the closing date in the manner set forth in the Purchase Agreement. The Bank and the Company have agreed to indemnify EverBank following the closing for certain matters, including, among other things, liabilities other than liabilities which EverBank has agreed to assume, and losses arising from any inaccuracies in the Bank's representations and warranties under the Purchase Agreement. Subject to certain exceptions set forth in the Purchase Agreement, the Company and the Bank will not be required to indemnify EverBank for losses related to any inaccuracies in the representations and warranties exceeding $10 million, or for claims first made more than three years after the Closing Date. The Purchase Agreement also provides that the Company and its subsidiaries will not provide banking or related services competing with EverBank, other than any mortgage origination or lending or other business or operations relating to assets of the Bank that EverBank has not agreed to acquire, for three years from the closing date. The
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Bank has also agreed to maintain a net worth of not less than $7 million for three years following the closing.
The Purchase Agreement may be terminated by the Bank and EverBank for customary reasons. If EverBank terminates the Purchase Agreement due to the bankruptcy or receivership of the Bank, the Company or Market Street Mortgage Corporation, a subsidiary of the Bank (other than with respect to an involuntary bankruptcy or receivership), because the Bank has entered into an agreement with a third party to sell or assign any of the assets or liabilities subject to the Purchase Agreement, or because the Bank breaches any of its representations, warranties or covenants that cannot be cured within the time period specified in the Purchase Agreement, and in any of the foregoing instances the Bank within 12 months of such termination, executes an agreement to sell or assign any of the assets or liabilities subject to the Purchase Agreement, then the Bank will be obligated to pay EverBank certain fees and a termination fee of $6 million.
As of the date of this Current Report on Form 8-K, the Company anticipates that the closing of the transaction contemplated by the Purchase Agreement will be completed by July 9, 2007, subject to the terms and conditions of the Purchase Agreement. The closing of the transaction is subject to various closing conditions, including, among other things, the receipt of required regulatory approvals, the continued accuracy at closing of NetBank's representations and warranties made in the Purchase Agreement, the absence of a material adverse effect, the absence of pending or threatened litigation or governmental orders relating to the transaction, and the agreement of certain key employees in NetBank's business finance division to accept employment with EverBank effective . . .
Item 2.05 Costs Associated with Exit or Disposal Activity.
As a result of the transaction with EverBank described in Item 1.01 above in this Current Report on Form 8-K, based on the value of the consideration the Company expects to receive at the closing of the transaction, the purchase price represents a discount to the current carrying value of the assets and liabilities being conveyed, and NetBank anticipates recording a loss on sale of between $60 and $70 million at the close of the transaction.
Also as a result of the transaction with EverBank, the Company expects to incur certain costs associated with exiting its banking platform. The Company currently expects that this process will be complete by the end of the fourth quarter for fiscal 2007.
In addition, on May 18, 2007, the Company implemented a plan to shut down the operations of its third-party conforming mortgage business, NetBank Funding Services ("NFS"). As a result, NFS has stopped taking locks on loans from its correspondent and broker partners but will honor locks in its pipeline through specified dates determined by the Company. The Company currently expects that the shut down of NFS will be complete in approximately 60 days.
The Company estimates that it will incur approximately $49.2 million to $60.0 million in total costs in connection with exiting the banking platform and the shut down of NFS. The estimated range of amounts comprising these costs include:
Contract termination costs $17.6 - 23.4 million
Employee severance payments $ 4.8 - 6.0 million
Fixed and other assets write-off $26.8 - 30.6 million
The Company expects that the contract termination costs and employee severance payments will result in future cash expenditures in the approximate amounts shown above.
Item 2.06 Material Impairments.
Also as result of the transaction with EverBank, the Company will be required to sell certain securities that have had an unrealized loss persisting for more than twelve continuous months. As a result on May 18, 2007, management concluded that because it no longer has the intent and ability to hold these securities to maturity, the Company is required to recognize and record an other-than-temporary impairment charge of approximately $4.8 million related to these investment securities pursuant to the principles of FASB Staff Position 115-1: The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. These losses were previously recorded as part of other comprehensive income within shareholders' equity. This impairment charge is not expected to result in any future cash expenditures.
Item 7.01 Regulation FD Disclosure.
On May 21, 2007, the Company issued a press release announcing the Purchase Agreement and the related transactions between the Bank and EverBank. The press release is furnished herewith as Exhibit 99.1 attached hereto.
On May 21, 2007, the Company held an analyst-investor conference call at 11:00
A.M. EDT to discuss the EverBank transaction. A copy of the conference call transcript is furnished herewith as Exhibit 99.2 attached hereto.
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Preliminary, Unaudited Financial Information
Information contained in the transcript of the May 21, 2007 conference call is based upon preliminary, unaudited financial information. While the Company believes that the preliminary, unaudited information has been prepared in accordance with accounting principles generally accepted in the United States, or "GAAP," and that all adjustments necessary for a fair presentation thereof have been made, the company can give no assurance that all adjustments are final or that all adjustments necessary for a fair presentation of the financial results in accordance with GAAP have been identified.
In addition, the subsequent events period applicable to our financial statements for the year ended December 31, 2006, will remain open until the completion of the audit of our 2006 financial statements. Under applicable accounting pronouncements, events that occur or information that becomes available subsequent to the December 31, 2006 balance sheet date but before issuance of the 2006 audited financial statements, including such information and events that occur in the first or second quarters of 2007, that provide additional evidence with respect to conditions that existed at the date of such December 31, 2006 balance sheet and affect the estimates inherent in the process of preparing the audited financial statements would be required to be "pushed back" and recorded in the 2006 financial statements. While the Company currently expects that it may be required to "push back" and record in its 2006 financial statements certain subsequent event items in accordance with these accounting pronouncements, final determinations in that respect have not yet been made and, accordingly, the Company is not yet in a position to determine whether those events affect the 2006 audited financial statements or its financial statements for the three months ended March 31, 2007. Until the subsequent events period is closed and such determinations have been made, the Company will not be in a position to review or quantify such charges or their effect on the results on operations for the quarter ended March 31, 2007, and the Company's previously reported preliminary, unaudited results at the year ended December 31, 2006. Upon reporting final 2006 and first quarter 2007 results, the Company will identify the nature and amount of charges, if any, that were required to be pushed back to 2006 and those that will be taken in the first quarter of 2007.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K:
Exhibit Number Description of Exhibit
10.1 Asset Purchase Agreement, dated May 18, 2007, between NetBank and
EverBank
99.1 Press Release, dated May 21, 2007, announcing the Asset Purchase
Agreement between NetBank and EverBank
99.2 Transcript of Conference Call on May 21, 2007
Forward-looking Statements
Statements in this Current Report on Form 8-K, the press release furnished herewith and the transcript of the conference call furnished herewith that are not historical facts are forward-looking statements that reflect management's current expectations, assumptions, and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Current Report on Form 8-K, the press release furnished herewith and the transcript of the conference call furnished herewith include, but are not limited to: A) the expectation that final regulatory approval will be obtained and the closing of the transaction with EverBank will close by the date anticipated; B) the estimate of the discounts on the assets being acquired by EverBank and the estimate of the loss on sale on the closing of the transaction with EverBank; C) the expectation that we will complete the shut down of NFS within 60 days and exit the banking platform by the end of the fourth quarter of fiscal 2007; D) the estimate of the costs associated with exiting the banking platform and the shutdown of NFS; E) the expectation that EverBank will acquire the Bank's Mortgage Servicing Rights and acquire the assets and assume the liabilities of MG Reinsurance; F) the estimate of the Company's equity position following the EverBank transaction; G) the estimated value of the CMC litigation and the expectation that the Company will be able to successfully prosecute the claims against the CMC sureties; and H) the expectation of filing the Company's Annual Report on Form 10-K for the year ended December 31, 2006 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, by the end of June 2007.
These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results and future trends to differ materially from those expressed in or implied by such forward-looking statements. The Company's consolidated results of operations and such forward- looking statements could be affected by many factors, including but not limited to: 1) the evolving nature of the market for banking and financial services generally; 2) the cyclical nature of the mortgage banking industry generally; 3) a possible decline in asset quality; 4) changes in general economic or operating conditions that could adversely affect mortgage loan production and sales, mortgage servicing rights, loan delinquency rates and/or loan defaults; 5) the possible adverse effects of unexpected changes in the interest rate environment;
6) adverse legal rulings, particularly in the company's litigation over leases originated by Commercial Money Center, Inc.; 7) adverse or additional regulatory action that may have a negative impact upon the Bank's ability to consummate the transaction with EverBank; 8) any delay or difficulty in satisfying any closing conditions set forth in the Purchase Agreement with EverBank; 9) any delay or difficulty in the Bank's ability to obtain sufficient financing of the assets of Market Street Mortgage and liquidate or finance other assets in order to satisfy the Bank's obligation under the Purchase Agreement to deliver cash to EverBank; 10) potential difficulties and uncertainties related to the shutdown of NFS and exiting the bank platform; 11) any delay or difficulty in completion of the 2006 audit and the preparation of the first quarter financial statements; and 12) any material adjustments necessary as a result of the 2006 audit.
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Further information relating to these and other factors that may impact the Company's results of operations and such forward-looking statements are disclosed in the Company's filings with the SEC, including under the caption "Item 1A. Risks Factors" in its Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006, as well as Exhibit 99.2 to its Current Report on Form 8-K filed with the SEC on January 3, 2007, and Form 12b-25 filed with the SEC on May 11, 2007. Except as required by the securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
drin sein ;-)
Die von einigen gewünschte Marke von 0,4 scheint sich weiter zu entfernen.
snapshot.png (verkleinert auf 84%)
13:53:35 0,260 24.300
13:43:07 0,257 1.900
13:36:33 0,255 8.000
12:49:16 0,255 9.000
12:40:22 0,250 23.000