Merchants & Manufacturers Bancorporation, Inc. 4th Quarter and
Year End 2004 Results Announced NEW BERLIN, Wis., Feb. 4
/PRNewswire-FirstCall/ -- Merchants & Manufacturers
Bancorporation, Inc. ("Merchants") (OTC:MMBI) (BULLETIN BOARD:
MMBI) , a $1.4 billion asset financial holding company, today
reported a decline in fourth quarter and full-year earnings,
reflecting the implementation of our "Vision Unlimited" project,
complying with the Sarbanes-Oxley Act of 2002 and establishing a
reserve for potential Wisconsin Department of Revenue settlements.
For the fourth quarter of 2004, Merchants reported a loss of
$(811,000), or $(0.22) per fully diluted common share, compared to
income of $2.1 million, or $0.63 per fully diluted common share,
for the fourth quarter 2003. For the year ended December 31, 2004,
net income was $4.0 million, or $1.15 per fully diluted common
share, compared to $8.2 million, or $2.56 per fully diluted common
share for the year ended December 31, 2003. Earnings for the fourth
quarter ended December 31, 2004 included the following
non-recurring items: -- A pre-tax charge of $1.2 million related to
centralization and data processing conversions -- A pre-tax charge
of $450,000 related to Sarbanes-Oxley compliance activities, and --
A pre-tax charge of $730,000 related to establishing a tax reserve
for potential payments due to the Wisconsin Department of Revenue.
Earnings for the fourth quarter ended December 31, 2003 included
the following item: -- A pre-tax gain on sale of investment
securities of $359,000. The net effect of these items was a
decrease of $0.54 per share. Earnings for the year ended December
31, 2004 included the following non- recurring items: -- A pre-tax
charge of $1.7 million related to centralization and data
processing conversions -- A pre-tax charge of $783,000 related to
Sarbanes-Oxley compliance activities, and -- A pre-tax charge of
$730,000 related to establishing a tax reserve for potential
payments due to the Wisconsin Department of Revenue. Earnings for
the year ended December 31, 2003 included the following item: --
Pre-tax mortgage related fee income of $4.6 million in 2003
compared to $2.6 million in 2004 The net effect of these items was
a decrease of $1.02 per share. In addition to these non-recurring
items in both the fourth quarter and full-year 2004 periods,
numerous staff additions (primarily information technology,
marketing and credit administration), equipment purchases and
technology improvements were needed to implement our "Vision
Unlimited" program. We believe these upgrades will benefit the
organization in future periods as we leverage our infrastructure
over a larger asset base. Chairman Michael J. Murry stated, "2004
has been a year of transition for our organization. Through a
company-wide project called 'Vision Unlimited', we have
standardized policies and procedures across the organization and
have centralized many operational functions. In addition, we have
successfully converted all of the banks to a single data processing
platform. These changes will allow us to better manage risk,
operate more efficiently and serve customers better. Each of our
community banks will continue to keep its name, charter, board of
directors and management teams but will transition its human
resources from the bank's operational activities to customer
related activities. Bank employees will have the tools and
resources they need to effectively focus on customer service,
customer retention and customer prospecting. While we expect these
changes to enhance shareholder value in the long run, a transition
of this magnitude has involved short-term costs, which amounted to
approximately $1.7 million before tax in 2004." "We also faced two
other significant challenges in 2004. Like all public companies, we
are required to comply with the Sarbanes-Oxley Act of 2002. While
we have used an outside third party at a significant cost,
compliance with Sarbanes-Oxley was accomplished internally through
our 'Vision Unlimited' project. We originally expected our
Sarbanes-Oxley compliance costs would range from $400,000 to
$500,000 in 2004. However, due to the higher than anticipated
volume of policy and procedure testing performed by our independent
auditors, the cost of complying with the Sarbanes-Oxley Act of 2002
amounted to $783,000 in 2004." "Like hundreds of other Wisconsin
banking organizations, we are in discussion with the Wisconsin
Department of Revenue ("WDR") regarding the tax treatment of our
Nevada investment subsidiaries. Nevada does not have an income tax
and historically the earnings of these Nevada investment
subsidiaries have not been subject to taxation in Wisconsin. We
believe that we have complied with private letter rulings the WDR
previously issued in connection with the formation and operation of
our Nevada investment subsidiaries. However, the effect and intent
of these rulings is in question and the WDR may take the position
that some or all of the income of our Nevada investment
subsidiaries is allocable to their Wisconsin corporate parents and
taxable in Wisconsin. The WDR may also take the position that such
a reallocation should apply to prior open tax years. The result of
these discussions with the WDR could materially increase our future
income tax expense and has resulted in a significant current year
tax charge. As of December 31, 2004 we have not come to an
agreement with the WDR and continue to dispute the WDR's claims,
but have established a $730,000 reserve in the event it should be
necessary to make any future payments to the WDR." The
quarter-to-quarter and year-to-date comparisons are impacted by
Merchants' acquisition of Random Lake Bancorp Limited ("Random")
and its subsidiary Wisconsin State Bank ("WSB") on August 12, 2004.
The acquisition was accounted for using the purchase method of
accounting, and accordingly, the assets and liabilities of Random
were recorded at their respective fair values on the acquisition
date. Merchants acquired approximately $102.3 million in assets,
$71.9 million in loans, $80.0 million in deposits and recognized
goodwill and intangible assets of approximately $6.1 million
related to the transaction. The quarter-to-quarter and year-to-date
comparisons are also impacted by Merchants' completion of the
Reedsburg Bancorporation, Inc. ("Reedsburg") acquisition on
November 1, 2003. This acquisition was accounted for using the
purchase method of accounting, and accordingly, the assets and
liabilities of Reedsburg were recorded at their respective fair
values on November 1, 2003. Merchants acquired approximately $141.8
million in assets, $97.2 million in loans, $120.6 million in
deposits and recognized goodwill and intangible assets of
approximately $19.1 million related to the transaction. The
year-to-date comparisons are also impacted by Merchants' May 1,
2003 acquisition of Keith C. Winters & Associates, LTD.
("KCW"). KCW is a tax preparation and tax consultation firm with
offices located in Franklin, Brookfield and Milwaukee, Wisconsin.
Merchants' total assets increased 18.4% from $1.1 billion at
December 31, 2003, to $1.4 billion at December 31, 2004. Gross
loans increased 21.2% from $857.1 million at December 31, 2003, to
$1.0 billion at December 31, 2004. Total deposits grew 13.3% from
$912.0 million at December 31, 2003 to $1.0 billion at December 31,
2004. Our balance sheet growth since December 31, 2003 is due to
internal growth as well as the acquisition of WSB. Net interest
income was $11.6 million for the fourth quarter of 2004 compared to
$9.4 million for the fourth quarter of 2003 and $42.4 million for
the full-year 2004 compared to $35.2 million for 2003. The increase
is due to the revenue resulting from the acquisitions of Reedsburg
and WSB, as well as to the increase in loan volume funded by the
growth in deposits and borrowings. Net interest margin was 3.77%
for the fourth quarter 2004 compared to 3.78% for the same period
in 2003. The pressure on the net interest margin in 2003 began to
stabilize in 2004 producing an increasing net interest margin since
the fourth quarter of 2003. Recent increases in market interest
rates should improve the net interest margin as our balance sheet
is positioned to take advantage of increasing rates. Merchants'
provision for loan losses was $461,000 for the fourth quarter of
2004 compared to $297,000 for the same quarter of 2003. Merchants'
ratio of allowance for loan losses to total loans was 1.02% and
1.07% at December 31, 2004 and 2003, respectively. The ratio of
allowance for loan losses to non-performing loans was 130.6% at
December 31, 2004 compared to 172.9% at December 31, 2003. The
ratio of non-performing assets to total assets equaled 0.70% at
December 31, 2004 compared to 0.63% at December 31, 2003.
Non-interest income for the fourth quarter of 2004 was $3.0 million
and $11.5 million for the year ended December 31, 2004, compared to
$2.8 million for the fourth quarter of 2003 and $11.2 million for
the year ended December 31, 2003, an increase of 7.0% for the
fourth quarter and an increase of 3.4% for the full year. Service
charges on deposit accounts increased $301,000 for the quarter
ended December 31, 2004 and $917,000 for 2004 versus 2003. The
growth in non-interest income can be partially attributed to our
acquisitions. The Reedsburg Bank generated $339,000 of non-interest
income during the fourth quarter of 2004 and $1.8 million during
2004. KCW generated $420,000 of additional income in 2004 compared
to 2003. In addition, net gains on the sale of both assets and
securities amounted to $349,000 for 2004 compared to $362,000
during 2003. These gains were partially offset by a decrease in our
mortgage servicing activity and secondary marketing operations due
to the reduction in refinancing activity. The gains on sales of
mortgage loans increased $15,000 when comparing the fourth quarter
2004 with the same period in 2003 and decreased $1.4 million in
2004 versus 2003. In addition, the income associated with the
change in the valuation of our mortgage servicing rights has
decreased $71,000 when comparing the fourth quarter 2004 with the
same period in 2003 and decreased $798,000 during 2004 compared to
2003. Non-interest expense was $14.6 million for the fourth quarter
of 2004 and $45.8 million for the year ended December 31, 2004,
compared to $9.0 million for the fourth quarter of 2003 and $32.7
million for the year ended December 31, 2003, an increase of 62.8%
and 40.0%, respectively. Salaries and employee benefits increased
$2.0 million for the quarter and $6.0 million for the full year,
occupancy expense increased $569,000 for the quarter and $1.3
million for the full year and other non-interest expense increased
$3.1 million for the quarter and $5.8 million for the full year.
The growth in non-interest expense was caused in part by the
acquisitions of Reedsburg, KCW and WSB. The Reedsburg and WSB
operations added $2.5 million of expenses in the fourth quarter of
2004 and the KCW, Reedsburg and WSB operations added $7.8 million
of expenses for 2004. The increase in non-interest expense can also
be attributed to expenses incurred by implementing our "Vision
Unlimited" project as well as the cost of complying with
Sarbanes-Oxley. UNAUDITED For the Three Months ended December 31,
2004 2003 Change Net Income (Loss) $ (0.811) $2.078 n/m Basic EPS
($0.22) $0.64 n/m Diluted EPS ($0.22) $0.63 n/m UNAUDITED For the
Years ended December 31, 2004 2003 Change Net Income $4.002 $8.228
(51.36%) Basic EPS $1.16 $2.58 (55.04%) Diluted EPS $1.15 $2.56
(55.08%) Figures in millions except for earnings per share
Merchants & Manufacturers Bancorporation, Inc. is a financial
holding company headquartered in New Berlin, Wisconsin, a suburb of
Milwaukee. Through our Community Financial Group network, we
operate seven banks in Wisconsin (Community Bank Financial,
Fortress Bank Westby, Franklin State Bank, Grafton State Bank,
Lincoln State Bank, The Reedsburg Bank and Wisconsin State Bank),
one bank in Minnesota (Fortress Bank Minnesota) and one bank in
Iowa (Fortress Bank Cresco). Our banks are separately chartered
with each having its own name, management team, board of directors
and community commitment. Together, our banks operate 44 offices in
the communities they serve with more than 100,000 clients and total
assets of $1.4 billion. In addition to traditional banking
services, our Community Financial Group network also provides our
clients with a full range of financial services including
investment and insurance products, residential mortgage services,
private banking capabilities and tax consultation and tax
preparation services. Merchants' shares trade on the
"bulletin-board" section of the NASDAQ Stock Market under the
symbol "MMBI." Certain statements contained in this press release
constitute or may constitute forward-looking statements about
Merchants which we believe are covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. This release contains
forward-looking statements concerning the Corporation's prospects
that are based on the current expectations and beliefs of
management. When used in written documents, the words anticipate,
believe, estimate, expect, objective and similar expressions are
intended to identify forward-looking statements. The statements
contained herein and such future statements involve or may involve
certain assumptions, risks and uncertainties, many of which are
beyond the Corporation's control, that could cause the
Corporation's actual results and performance to differ materially
from what is expected. In addition to the assumptions and other
factors referenced specifically in connection with such statements,
the following factors could impact the business and financial
prospects of the Corporation: general economic conditions;
legislative and regulatory initiatives; monetary and fiscal
policies of the federal government; deposit flows;
disintermediation; the cost of funds; general market rates of
interest; interest rates or investment returns on competing
investments; demand for loan products; demand for financial
services; changes in accounting policies or guidelines; and changes
in the quality or composition of the Corporation's loan and
investment portfolio; and the result of the Corporation's
discussions with the WDR. Such uncertainties and other risk factors
are discussed further in the Corporation's filings with the
Securities and Exchange Commission. The Corporation undertakes no
obligation to make any revisions to forward-looking statements
contained in this release or to update them to reflect events or
circumstances occurring after the date of this release. UNAUDITED
At or for the Three Months ended Dec. 31 (Amounts In Thousands,
Except Share and Per Share Amounts) For the Period: 2004 2003 %
change Interest Income $17,167 $13,611 26.13% Interest Expense
5,585 4,202 32.91% Net Interest Income 11,582 9,409 23.09%
Provision for Loan Losses 461 297 55.22% Non-Interest Income 2,979
2,787 6.89% Non-Interest Expense 14,574 8,954 62.77% Income (Loss)
Before Tax (474) 2,945 (116.10%) Income Tax 337 867 (61.13%) Net
Income (Loss) $(811) $2,078 (139.03%) End of Period: 12/31/04
12/31/03 % change Assets $1,356,274 $1,145,607 18.39% Loans
1,038,681 857,074 21.19% Allowance for Loan Losses 10,622 9,136
16.27% Deposits 1,033,046 911,948 13.28% Shareholders' Equity
91,740 79,974 14.71% Per Share: Net Income (Loss) (basic) ($0.22)
$0.64 n/m Net Income (Loss) (diluted) ($0.22) $0.63 n/m Book Value
$24.97 $24.04 3.85% Dividends Declared $0.18 $0.17 5.88% Average
Shares Outstanding (basic) 3,671,547 3,271,015 Average Shares
Outstanding (diluted) 3,676,075 3,298,513 Ending Shares Outstanding
3,674,054 3,326,105 Key Ratios: Net Interest Margin 3.77% 3.78%
Return on Average Assets (0.24%) 0.77% Return on Average Common
Equity (3.44%) 10.59% Shareholders Equity to Assets Ratio 6.76%
6.98% Tier 1 Capital to Average Assets Ratio 6.68% 8.01%
Non-performing Loans/Total Loans 0.78% 0.62% Non-performing
Assets/Total Assets 0.70% 0.63% Allowance for Loan Losses/
non-performing Loans 130.59% 172.87% UNAUDITED For the Years ended
December 31, For the Period: 2004 2003 Change Interest Income
$61,988 $51,050 21.43% Interest Expense 19,633 15,871 23.70% Net
Interest Income 42,355 35,179 20.40% Provision for Loan Losses
1,793 1,311 36.77% Non-Interest Income 11,537 11,163 3.35%
Non-Interest Expense 45,839 32,736 40.03% Income Before Tax 6,260
12,295 (49.08%) Income Tax 2,258 4,067 (44.48%) Net Income $4,002
$8,228 (51.36%) Per Share: Net Income (basic) $1.16 $2.58 (55.04%)
Net Income (diluted) $1.15 $2.56 (55.08%) Dividends Declared $0.72
$0.69 4.35% Average Shares Outstanding (basic) 3,464,766 3,190,207
Average Shares Outstanding (diluted) 3,477,777 3,208,583 Key
Ratios: Net Interest Margin 3.76% 3.93% Return on Average Assets
0.33% 0.86% Return on Average Common Equity 4.69% 11.29%
DATASOURCE: Merchants & Manufacturers Bancorporation, Inc.
CONTACT: Michael J. Murry, Chairman of the Board of Directors,
+1-414-425-5334, or James Mroczkowski, Executive Vice President and
Chief Financial Officer, +1-262-827-5631, both of Merchants &
Manufacturers Bancorporation, Inc. Web site:
http://www.communitybancgroup.com/
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