EX-99.1 2 a13-22510_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Old Second Bancorp, Inc.

 

For Immediate Release

(NASDAQ: OSBC)

 

October 23, 2013

 

Contact:

J. Douglas Cheatham

 

Chief Financial Officer

 

(630) 906-5484

 

Old Second Bancorp, Inc. Announces Third Quarter Net Income of $72.9 Million

 

Reversal of valuation allowance against deferred tax assets resulted in a $70 million benefit

Net income before taxes of $2.9 million for the quarter

 

Regulatory Consent Order (OCC) terminated

 

Loan loss reserve release reflects stabilized and improved credit quality

 

AURORA, IL, October 23, 2013 — Old Second Bancorp, Inc. (the “Company” or “Old Second”) (NASDAQ: OSBC), parent company of Old Second National Bank (the “Bank”), today announced financial results for the third quarter of 2013.  The Company reported net income of $72.9 million after a $70.0 million benefit from the reversal of the valuation allowance against deferred tax assets.  Income before taxes for the quarter, reflecting the benefit of a $1.8 million reversal in loan loss reserve, totaled $2.9 million.  These results compare to net income of $3.5 million in the second quarter of this year and $120,000 in the third quarter of 2012.  The Company’s net income available to common shareholders of $71.6 million, or $5.08 per diluted share ($0.11 per share excluding the reversal of the valuation allowance against deferred tax assets), for the quarter compared to net loss available to common shareholders of $1.1 million or $(0.08) per diluted share, in the third quarter of 2012.

 

The Company reported net income of $81.9 million for the first nine months of 2013 ($11.9 million income before taxes excluding the reversal of the valuation allowance against the deferred tax assets), compared to a net loss of $1.6 million in the same period of 2012.  The Company’s net income available to common shareholders of $78.0 million, or $5.52 per diluted share ($0.56 per share excluding the reversal of the valuation allowance against the deferred tax assets), for the first nine months of 2013 compared to a net loss available to common shareholders of $5.3 million, or $(0.37) per diluted share, in the first nine months of 2012.

 

Chairman Bill Skoglund said “Results for the third quarter and for the first nine months of 2013 reflect ongoing progress in our return to enduring profitability.  Improvements in overall real estate markets in our market areas were offset by intense competition from other financial institutions and low loan demand from our small business customers resulting in restrained loan growth.  Further, the move to a higher market interest rate environment pressured our residential mortgage business in the same manner as seen nationwide.”

 

Mr. Skoglund continued “Our momentum is building as our bankers solidify existing relationships and add to pipelines with current and prospective customers.  Our organization becomes stronger as problems from past decisions are resolved — evidenced by the action taken in the third quarter to reverse the reserve against our deferred tax assets and by this month’s decision of the Office of the Comptroller of Currency to terminate the Consent Order under which we’ve been operating.  Nonaccrual loans are down to $43.6 million from $77.5 million at December 31, 2012 and $58.2 million at June 30, 2013.  Similarly, other real estate owned declined to $49.1 million from $72.4 million at year end 2012 and $59.5 million at June 30, 2013.  Our mission remains robust improvement in earnings per share from greater revenues in all our products coupled with disciplined expense management.”

 

1



 

2013 Financial Highlights/Overview

 

Operating Environment

 

·      Loan growth prospects reasonably improving.  Overall loan growth goal not yet attained.

·      Loyal deposit customers and value added customer service maintains deposit base.

·      Troubled real estate owned and real estate markets stabilizing.

·      Marketable securities portfolio managed to utilize liquid funds in low interest rate environment.

 

Earnings

 

·      Third quarter income before taxes of $2.9 million compared to income before taxes of $120,000 in the third quarter of 2012.  The increase was primarily due to the release of $1.8 million in loan loss reserves and reduced other real owned estate expenses.

·      Net income available to common shareholders of $71.6 million for the third quarter reflected the benefit of the reversal of the valuation allowance against the deferred tax assets.

·      In 2013, income before taxes declined from $3.5 million in the second quarter to $2.9 million in the third quarter.  This decline primarily resulted from a $1.6 million, or 56.3%, reduction in residential mortgage revenue, and reduced gains on securities sales from $745,000 in the second quarter to a $7,000 loss in the third quarter.

·      The tax-equivalent net interest margin was 3.25% during the third quarter of 2013 compared to 3.44% in the same quarter of 2012.  The third quarter of 2013 margin was an increase of 18 basis points compared to the second quarter of 2013.

·      Noninterest income of $29.5 million was $1.7 million lower in the first nine months of 2013 compared to the same period of 2012, reflecting reduced residential mortgage revenue, service charges on deposits, and lease revenue from other real estate owned (“OREO”).

·      Noninterest expenses of $65.2 million were 9.4% lower in the first nine months of 2013 than in the same period of 2012, reflecting overall expense control and reduced expenses in most categories.  Notable reductions are found in OREO expenses (down $6.9 million year over year essentially on still elevated but improved valuation adjustment expense, general bank insurance and the partial accounting recovery of some legal fees paid on OREO.

 

Capital

 

 

 

September 30,

 

June 30,

 

Percent

 

 

 

2013

 

2013

 

Change

 

The Bank’s leverage capital ratio

 

11.08

%

10.40

%

0.68

%

The Bank’s total risk-based capital ratio

 

17.08

%

16.30

%

0.78

%

The Company’s leverage capital ratio

 

7.11

%

5.46

%

1.65

%

The Company’s total risk-based capital ratio

 

15.15

%

14.70

%

0.45

%

The Company’s tangible common equity to tangible assets

 

3.33

%

(0.18

)%

3.51

%

 

Asset Quality & Earning Assets

 

·      Nonperforming loans declined $34.8 million (42.2%) during the nine months ending September 30, 2013 to $47.8 million, from $82.6 million as of December 31, 2012.  Nonperforming loans declined primarily because of successful negotiations by our staff with guarantors and movement to OREO, as well as loans being upgraded to accruing status when the financial condition of borrowers improved.

 

·      OREO declined from $72.4 million at December 31, 2012, to $49.1 million at September 30, 2013.  OREO dispositions totaling $30.9 million in the nine month period ending September 30, 2013 were somewhat offset by new OREO and improvements to existing OREO of $14.3

 

2



 

million.  Valuation write-downs of properties held for sale reduced the reported total by $6.7 million with related expense recognized.

 

·      Securities available-for-sale decreased $206.4 million during 2013 to $373.5 million from $579.9 million at December 31, 2012 with the third quarter reclassification of $258.1 million to the held-to-maturity category.  In all prior periods, all securities were held as available for sale.  At $269.0 million (72.0% of the September 30, 2013 available-for-sale portfolio), of asset-backed securities were the largest component of the available-for-sale portfolio and total securities holdings as of September 30, 2013.  The Company’s asset-backed securities were heavily oriented to those backed by student loan debt guaranteed by the U.S. Department of Education.

 

3



 

Net Interest Income

 

ANALYSIS OF AVERAGE BALANCES,

TAX EQUIVALENT INTEREST AND RATES

Three Months ended September 30, 2013, and 2012

(Dollar amounts in thousands - unaudited)

 

 

 

2013

 

2012

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits

 

$

36,456

 

$

22

 

0.24

%

$

46,138

 

$

29

 

0.25

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

605,546

 

3,113

 

2.06

 

404,855

 

1,868

 

1.85

 

Non-taxable (tax equivalent)

 

13,937

 

228

 

6.54

 

9,518

 

151

 

6.35

 

Total securities

 

619,483

 

3,341

 

2.16

 

414,373

 

2,019

 

1.95

 

Dividends from FRB and FHLB stock

 

10,292

 

76

 

2.95

 

11,984

 

77

 

2.57

 

Loans and loans held-for-sale (1)

 

1,088,936

 

14,382

 

5.17

 

1,230,180

 

16,279

 

5.18

 

Total interest earning assets

 

1,755,167

 

17,821

 

3.99

 

1,702,675

 

18,404

 

4.24

 

Cash and due from banks

 

19,584

 

 

 

31,850

 

 

 

Allowance for loan losses

 

(34,197

)

 

 

(40,823

)

 

 

Other noninterest bearing assets

 

190,836

 

 

 

228,859

 

 

 

Total assets

 

$

1,931,390

 

 

 

 

 

$

1,922,561

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

283,192

 

$

63

 

0.09

%

$

270,908

 

$

65

 

0.10

%

Money market accounts

 

311,213

 

104

 

0.13

 

321,762

 

137

 

0.17

 

Savings accounts

 

225,825

 

39

 

0.07

 

213,927

 

51

 

0.09

 

Time deposits

 

493,722

 

1,674

 

1.35

 

526,314

 

1,973

 

1.49

 

Interest bearing deposits

 

1,313,952

 

1,880

 

0.57

 

1,332,911

 

2,226

 

0.66

 

Securities sold under repurchase agreements

 

21,646

 

1

 

0.02

 

7,164

 

1

 

0.06

 

Other short-term borrowings

 

15,707

 

5

 

0.12

 

652

 

 

 

Junior subordinated debentures

 

58,378

 

1,336

 

9.15

 

58,378

 

1,243

 

8.52

 

Subordinated debt

 

45,000

 

209

 

1.82

 

45,000

 

223

 

1.94

 

Notes payable and other borrowings

 

500

 

4

 

3.13

 

500

 

5

 

3.91

 

Total interest bearing liabilities

 

1,455,183

 

3,435

 

0.94

 

1,444,605

 

3,698

 

1.02

 

Noninterest bearing deposits

 

366,889

 

 

 

380,226

 

 

 

Other liabilities

 

37,466

 

 

 

28,130

 

 

 

Stockholders’ equity

 

71,852

 

 

 

69,600

 

 

 

Total liabilities and stockholders’ equity

 

$

1,931,390

 

 

 

 

 

$

1,922,561

 

 

 

 

 

Net interest income (tax equivalent)

 

 

 

$

14,386

 

 

 

 

 

$

14,706

 

 

 

Net interest income (tax equivalent) to total earning assets

 

 

 

 

 

3.25

%

 

 

 

 

3.44

%

Interest bearing liabilities to earning assets

 

82.91

%

 

 

 

 

84.84

%

 

 

 

 

 


(1)  Interest income from loans is shown on a tax equivalent basis as discussed in the table on page 19 and includes fees of $793,000 and $498,000 for the third quarter of 2013 and 2012, respectively.  Nonaccrual loans are included in the above stated average balances.

 

Note: Tax equivalent basis is calculated using a marginal tax rate of 35%.

 

4



 

ANALYSIS OF AVERAGE BALANCES,

TAX EQUIVALENT INTEREST AND RATES

Nine Months ended September 30, 2013, and 2012

(Dollar amounts in thousands - unaudited)

 

 

 

2013

 

2012

 

 

 

Average

 

 

 

 

 

Average

 

 

 

 

 

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits

 

$

49,676

 

$

91

 

0.24

%

$

48,871

 

$

89

 

0.24

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

574,761

 

8,109

 

1.88

 

365,549

 

5,222

 

1.90

 

Non-taxable (tax equivalent)

 

14,912

 

679

 

6.07

 

10,417

 

467

 

5.98

 

Total securities

 

589,673

 

8,788

 

1.99

 

375,966

 

5,689

 

2.02

 

Dividends from FRB and FHLB stock

 

10,742

 

228

 

2.83

 

12,562

 

228

 

2.42

 

Loans and loans held-for-sale (1)

 

1,116,964

 

43,327

 

5.12

 

1,293,533

 

51,741

 

5.26

 

Total interest earning assets

 

1,767,055

 

52,434

 

3.92

 

1,730,932

 

57,747

 

4.39

 

Cash and due from banks

 

24,110

 

 

 

27,528

 

 

 

Allowance for loan losses

 

(37,122

)

 

 

(46,824

)

 

 

Other noninterest bearing assets

 

196,298

 

 

 

236,281

 

 

 

Total assets

 

$

1,950,341

 

 

 

 

 

$

1,947,917

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW accounts

 

$

290,691

 

$

192

 

0.09

%

$

275,712

 

$

204

 

0.10

%

Money market accounts

 

319,876

 

342

 

0.14

 

311,046

 

438

 

0.19

 

Savings accounts

 

226,193

 

121

 

0.07

 

211,331

 

165

 

0.10

 

Time deposits

 

498,846

 

5,327

 

1.43

 

565,183

 

6,920

 

1.64

 

Interest bearing deposits

 

1,335,606

 

5,982

 

0.60

 

1,363,272

 

7,727

 

0.76

 

Securities sold under repurchase agreements

 

22,206

 

2

 

0.01

 

4,502

 

2

 

0.06

 

Other short-term borrowings

 

20,000

 

24

 

0.16

 

4,635

 

4

 

0.11

 

Junior subordinated debentures

 

58,378

 

3,937

 

8.99

 

58,378

 

3,660

 

8.36

 

Subordinated debt

 

45,000

 

610

 

1.79

 

45,000

 

684

 

2.00

 

Notes payable and other borrowings

 

500

 

12

 

3.16

 

500

 

13

 

3.42

 

Total interest bearing liabilities

 

1,481,690

 

10,567

 

0.95

 

1,476,287

 

12,090

 

1.09

 

Noninterest bearing deposits

 

359,438

 

 

 

373,975

 

 

 

Other liabilities

 

35,432

 

 

 

25,629

 

 

 

Stockholders’ equity

 

73,781

 

 

 

72,026

 

 

 

Total liabilities and stockholders’ equity

 

$

1,950,341

 

 

 

 

 

$

1,947,917

 

 

 

 

 

Net interest income (tax equivalent)

 

 

 

$

41,867

 

 

 

 

 

$

45,657

 

 

 

Net interest income (tax equivalent) to total earning assets

 

 

 

 

 

3.17

%

 

 

 

 

3.52

%

Interest bearing liabilities to earning assets

 

83.85

%

 

 

 

 

85.29

%

 

 

 

 

 


(1)  Interest income from loans is shown on a tax equivalent basis as discussed in the table on page 19 and includes fees of $2.0 million and $1.4 million for the first nine months of 2013 and 2012, respectively.  Nonaccrual loans are included in the above stated average balances.

 

Note: Tax equivalent basis is calculated using a marginal tax rate of 35%.

 

Net interest and dividend income decreased $3.9 million, from $45.4 million in the first nine months of 2012, to $41.6 million in the first nine months of 2013.  Average earning assets increased $36.1 million, or 2.1%, from $1.73 billion in the first nine months of 2012, to $1.77 billion in the first nine months of 2013 as a result of growth in investment securities.  Management continued to emphasize asset quality in marketable securities purchases and new loan originations continued to be limited.  Average loans, including loans held-for-sale, decreased $176.6 million from the first nine months of 2012 to the first nine months of 2013.  The net interest margin was 3.25% for the third quarter of 2013 compared to 3.44% on this metric for the third quarter of 2012.

 

5



 

Asset Quality

 

 

 

Three Months Ended

 

Year to Date

 

Loan Charge-offs, net of (recoveries)

 

September 30,

 

September 30,

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Real estate-construction

 

 

 

 

 

 

 

 

 

Homebuilder

 

$

(5

)

$

(151

)

$

(307

)

$

768

 

Land

 

44

 

(57

)

42

 

(723

)

Commercial speculative

 

 

(1,130

)

(49

)

668

 

All other

 

(1

)

45

 

 

165

 

Total real estate-construction

 

38

 

(1,293

)

(314

)

878

 

Real estate-residential

 

 

 

 

 

 

 

 

 

Investor

 

2,218

 

187

 

2,133

 

3,234

 

Owner occupied

 

350

 

343

 

401

 

1,440

 

Revolving and junior liens

 

817

 

481

 

1,867

 

1,290

 

Total real estate-residential

 

3,385

 

1,011

 

4,401

 

5,964

 

Real estate-commercial, nonfarm

 

 

 

 

 

 

 

 

 

Owner general purpose

 

(5

)

(39

)

(43

)

1,100

 

Owner special purpose

 

(5

)

62

 

(148

)

1,288

 

Non-owner general purpose

 

 

119

 

(156

)

4,492

 

Non-owner special purpose

 

73

 

 

(751

)

78

 

Retail properties

 

265

 

137

 

(277

)

4,038

 

Total real estate-commercial, nonfarm

 

328

 

279

 

(1,375

)

10,996

 

Real estate-commercial, farm

 

 

 

 

 

Commercial

 

(31

)

(20

)

204

 

78

 

Other

 

25

 

52

 

84

 

108

 

 

 

$

3,745

 

$

29

 

$

3,000

 

$

18,024

 

 

Charge-offs for third quarter 2013 were primarily from previously established specific reserves on nonaccrual loans deemed uncollectible.  Charge-off activity continued to improve for the year to date period in 2013 compared to the same year to date period in 2012, reflecting an improved economy in our target markets and past work done on loan quality improvement.

 

 

 

Nonperforming Loans as of

 

September 30, 2013
Dollar change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

Real estate-construction

 

$

5,928

 

$

6,303

 

$

16,035

 

$

(375

)

$

(10,107

)

Real estate-residential:

 

 

 

 

 

 

 

 

 

 

 

Investor

 

8,307

 

13,662

 

13,007

 

(5,355

)

(4,700

)

Owner occupied

 

6,212

 

7,927

 

14,875

 

(1,715

)

(8,663

)

Revolving and junior liens

 

2,543

 

3,431

 

3,306

 

(888

)

(763

)

Real estate-commercial, nonfarm

 

24,754

 

31,190

 

55,642

 

(6,436

)

(30,888

)

Real estate-commercial, farm

 

 

53

 

1,790

 

(53

)

(1,790

)

Commercial

 

29

 

104

 

1,157

 

(75

)

(1,128

)

 

 

$

47,773

 

$

62,670

 

$

105,812

 

$

(14,897

)

$

(58,039

)

 

Nonperforming loans consist of nonaccrual loans, nonperforming restructured accruing loans and loans 90 days or greater past due still accruing.  The largest decrease in the nonperforming loans since September 30, 2012 was in the real estate-commercial, nonfarm segment as this segment’s upgrades and migration to OREO were greater than the migration of loans to nonperforming status.

 

6



 

 

 

Classified loans as of

 

September 30, 2013
Dollar Change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

Real estate-construction

 

$

6,236

 

$

7,005

 

$

22,387

 

$

(769

)

$

(16,151

)

Real estate-residential:

 

 

 

 

 

 

 

 

 

 

 

Investor

 

10,642

 

13,968

 

16,406

 

(3,326

)

(5,764

)

Owner occupied

 

7,292

 

11,008

 

17,684

 

(3,716

)

(10,392

)

Revolving and junior liens

 

3,675

 

5,086

 

5,053

 

(1,411

)

(1,378

)

Real estate-commercial, nonfarm

 

40,832

 

43,827

 

73,720

 

(2,995

)

(32,888

)

Real estate-commercial, farm

 

 

53

 

1,790

 

(53

)

(1,790

)

Commercial

 

264

 

705

 

1,748

 

(441

)

(1,484

)

Other

 

1

 

1

 

5

 

 

(4

)

 

 

$

68,942

 

$

81,653

 

$

138,793

 

$

(12,711

)

$

(69,851

)

 

Classified loans include nonaccrual, performing troubled debt restructurings and all other loans considered substandard.  All three components are down since September 30, 2012.  Classified assets include both classified loans and OREO.  Management monitors a ratio of classified assets to the sum of Bank Tier 1 capital and the allowance for loan and lease loss reserve.  This ratio reflects another measure of overall improvement in loan related asset quality.  The decline in both classified loans and OREO as well as improved Tier 1 capital in the third quarter improved this ratio for the eleventh straight quarter.

 

 

7



 

Allowance for Loan and Lease Losses

 

Below is a reconciliation for the activity for the periods indicated (in thousands):

 

 

 

Three Months Ending

 

 

 

9/30/2013

 

6/30/2013

 

9/30/2012

 

 

 

 

 

 

 

 

 

Allowance at beginning of quarter

 

$

35,042

 

$

38,634

 

$

40,286

 

Charge-offs:

 

 

 

 

 

 

 

Commercial

 

29

 

25

 

2

 

Real estate - commercial

 

851

 

1,018

 

355

 

Real estate - construction

 

53

 

894

 

909

 

Real estate - residential

 

3,594

 

1,014

 

1,230

 

Consumer and other loans

 

168

 

134

 

186

 

Total charge-offs

 

4,695

 

3,085

 

2,682

 

Recoveries:

 

 

 

 

 

 

 

Commercial

 

60

 

25

 

22

 

Real estate - commercial

 

523

 

505

 

76

 

Real estate - construction

 

15

 

480

 

2,202

 

Real estate - residential

 

209

 

179

 

219

 

Consumer and other loans

 

143

 

104

 

134

 

Total recoveries

 

950

 

1,293

 

2,653

 

Net charge-offs (recoveries)

 

3,745

 

1,792

 

29

 

(Release) provision for loan losses

 

(1,750

)

(1,800

)

 

Allowance at end of quarter

 

$

29,547

 

$

35,042

 

$

40,257

 

 

 

 

 

 

 

 

 

Average total loans (exclusive of loans held-for-sale)

 

$

1,085,487

 

$

1,113,315

 

$

1,222,829

 

Net charge-offs to average loans

 

0.35

%

0.16

%

0.00

%

Allowance at quarter end to average loans

 

2.72

%

3.15

%

3.29

%

 

 

 

 

 

 

 

 

Ending balance: Individually evaluated for impairment

 

$

2,150

 

$

5,036

 

$

7,585

 

Ending balance: Collectively evaluated for impairment

 

$

27,397

 

$

30,006

 

$

32,672

 

 

The coverage ratio of the allowance for loan losses to nonperforming loans was 61.9% as of September 30, 2013, which reflects an increase from 55.9% as of June 30, 2013.  A decrease of $14.9 million in nonperforming loans in the three months drove the overall coverage ratio change.  Management updated the estimated specific allocations in the third quarter after receiving more recent appraisals for detailed collateral valuations or information on cash flow trends related to the impaired credits.  Management determined the estimated amount to provide in the allowance for loan losses based upon a number of considerations, including loan growth or contraction, the quality and composition of the loan portfolio and loan loss experience.  The latter item was also weighted more heavily based upon recent loss experience.  The construction and development (“C & D”) portfolio, which has accounted for significant losses in previous periods, has had diminished adverse migration and the remaining credits are exhibiting more stable credit characteristics.  Management believes that adequate reserves have been established for the inherent risk of loss in the C & D portfolio.

 

Management regularly reviews the performance of the higher risk pool within commercial real estate loans and adjusts the population and the related loss factors taking into account adverse market trends, including collateral valuation, as well as assessments of the credits in that pool.  Those assessments capture management’s estimate of the potential for adverse migration to an impaired status as well as its estimation of what the potential valuation impact from that migration would be if it were to occur.  The amount of assets subject to this pool factor decreased by 36.5% at September 30, 2013, as compared to December 31, 2012.  Management has also observed that many stresses in those credits were generally attributable to cyclical economic events that were showing some signs of stabilization.  Those signs included a reduction in loan migration to watch status, as well as a decrease in 30 to 89 day past due loans and some stabilization in values of certain properties.

 

The above changes in estimates were made by management to be consistent with observable trends within loan portfolio segments and in conjunction with market conditions and credit review administration activities.  Several environmental factors are also evaluated on an ongoing basis and are

 

8



 

included in the assessment of the adequacy of the allowance for loan losses. Management determined that an overall improvement in loan asset quality justified a $1.8 million loan loss reserve release in the third quarter.  When measured as a percentage of loans outstanding, the total allowance for loan losses decreased from 3.33% of total loans as of September 30, 2012, to 2.74% of total loans at September 30, 2013.  In management’s judgment, an adequate allowance for estimated losses has been established for inherent losses at September 30, 2013; however, there can be no assurance that actual losses will not exceed the estimated amounts in the future.

 

Other Real Estate Owned

 

OREO decreased $10.4 million, from $59.5 million at June 30, 2013, to $49.1 million at September 30, 2013.  Disposition activity and valuation writedowns in the third quarter more than offset numerous but smaller dollar additions to OREO, leading to this overall decrease.  In the third quarter of 2013, management successfully managed OREO transactions as shown below.  As a result, OREO holdings in all categories (vacant land suitable for farming, single family residences, lots suitable for development, multi-family and commercial property) were down in the quarter.  Overall, a net gain on sale of $608,000 was realized in the third quarter.

 

 

 

Three Months Ended

 

Year to Date

 

 

 

September 30,

 

September 30,

 

(in thousands)

 

2013

 

2012

 

2013

 

2012

 

Beginning balance

 

$

59,465

 

$

89,671

 

$

72,423

 

$

93,290

 

Property additions

 

3,015

 

7,594

 

14,196

 

26,944

 

Development improvements

 

10

 

131

 

60

 

646

 

Less:

 

 

 

 

 

 

 

 

 

Property disposals

 

11,463

 

4,829

 

30,928

 

20,517

 

Period valuation adjustments

 

1,961

 

4,474

 

6,685

 

12,270

 

Other real estate owned

 

$

49,066

 

$

88,093

 

$

49,066

 

$

88,093

 

 

The OREO valuation reserve decreased to $24.6 million, which was 33.4% of gross OREO at September 30, 2013.  The valuation reserve represented 24.9% and 30.3% of gross OREO at September 30, 2012 and December 31, 2012, respectively.  In management’s judgment, an adequate property valuation allowance has been established to present OREO at current estimates of fair value less costs to sell; however, there can be no assurance that additional losses will not be incurred on disposition or updates to valuation in the future.

 

OREO Properties by Type

 

 

 

September 30, 2013

 

June 30, 2013

 

September 30, 2012

 

(in thousands)

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Single family residence

 

$

6,585

 

13%

 

$

8,161

 

14%

 

$

10,642

 

12%

 

Lots (single family and commercial)

 

18,993

 

39%

 

23,781

 

40%

 

29,638

 

34%

 

Vacant land

 

3,135

 

6%

 

3,266

 

5%

 

7,325

 

8%

 

Multi-family

 

2,194

 

5%

 

2,210

 

4%

 

9,447

 

11%

 

Commercial property

 

18,159

 

37%

 

22,047

 

37%

 

31,041

 

35%

 

Total OREO properties

 

$

49,066

 

100%

 

$

59,465

 

100%

 

$

88,093

 

100%

 

 

9



 

Net OREO Aging

 

 

 

September 30, 2013

 

June 30, 2013

 

September 30, 2012

 

(in thousands)

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0-90 Days

 

$

3,012

 

6%

 

$

4,025

 

7%

 

$

7,249

 

8%

 

91-180 Days

 

3,033

 

6%

 

3,086

 

5%

 

2,654

 

3%

 

181 Days - 1 Year

 

4,968

 

10%

 

6,380

 

11%

 

18,036

 

21%

 

1 Year to 2 Years

 

10,569

 

22%

 

20,356

 

34%

 

44,836

 

51%

 

2 Years to 3 Years

 

20,738

 

42%

 

17,404

 

29%

 

10,507

 

12%

 

3 Years to 4 Years

 

5,189

 

11%

 

4,529

 

8%

 

4,663

 

5%

 

4 Years +

 

1,557

 

3%

 

3,685

 

6%

 

148

 

0%

 

Total

 

$

49,066

 

100%

 

$

59,465

 

100%

 

$

88,093

 

100%

 

 

As part of our OREO management process, we age or track the time that OREO is held for sale.  The table above shows that, in total, where 32% of our OREO at September 30, 2012, had been held for less than one year, that percentage dropped to 22% at September 30, 2013.  When properties are tracked as being held for one to three years, the percentage of total OREO in those categories rose to 64% at September 30, 2013, essentially unchanged from 63% at September 30, 2012.  While the dollar totals held for more than three years were smaller than other aging categories, a similar trend was found in properties held in OREO for more than three years (14% as of September 30, 2013, an increase of 9% from September 30, 2012) with approximately $1.6 million held for over four years at September 30, 2013.

 

While newer properties additions to our OREO have slowed, some items held in OREO have been slow to sell leading to the above aging trend.  Properties held for longer periods can be a source of incremental cost as they age on the market.

 

Noninterest Income

 

 

 

Three Months Ended

 

September 30, 2013
Dollar Change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

Noninterest income

 

 

 

 

 

 

 

 

 

 

 

Trust income

 

$

1,494

 

$

1,681

 

$

1,489

 

$

(187

)

$

5

 

Service charges on deposits

 

1,904

 

1,799

 

1,982

 

105

 

(78

)

Residential mortgage revenue

 

1,232

 

2,821

 

2,699

 

(1,589

)

(1,467

)

Securities gains, net

 

(7

)

745

 

513

 

(752

)

(520

)

Increase in cash surrender value of bank-owned life insurance

 

419

 

372

 

425

 

47

 

(6

)

Death benefit realized on bank-owned life insurance

 

6

 

375

 

 

(369

)

6

 

Debit card interchange income

 

873

 

900

 

788

 

(27

)

85

 

Lease revenue from other real estate owned

 

309

 

257

 

840

 

52

 

(531

)

Net gain on sales of other real estate owned

 

608

 

386

 

20

 

222

 

588

 

Other income

 

1,549

 

1,147

 

1,592

 

402

 

(43

)

Total noninterest income

 

$

8,387

 

$

10,483

 

$

10,348

 

$

(2,096

)

$

(1,961

)

 

Noninterest income is down in the third quarter from the second quarter as a result of sharply lower residential mortgage revenue and gains on securities sales.  Other income increased in the third quarter from the second quarter on recognition in income of a forfeited purchase deposit from a loan sale where the purchaser did not complete the sale as contractually required.  Similar results are found in the year over year comparison except that other income was essentially flat.

 

10



 

Noninterest Expense

 

 

 

Three Months Ended

 

September 30, 2013
Dollar Change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

Noninterest expense

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

9,299

 

$

9,177

 

$

8,963

 

$

122

 

$

336

 

Occupancy expense, net

 

1,266

 

1,242

 

1,242

 

24

 

24

 

Furniture and equipment expense

 

1,026

 

1,104

 

1,078

 

(78

)

(52

)

FDIC insurance

 

987

 

1,024

 

1,029

 

(37

)

(42

)

General bank insurance

 

489

 

491

 

851

 

(2

)

(362

)

Amortization of core deposit intangible assets

 

524

 

525

 

420

 

(1

)

104

 

Advertising expense

 

347

 

328

 

400

 

19

 

(53

)

Debit card interchange expense

 

366

 

362

 

388

 

4

 

(22

)

Legal fees

 

615

 

486

 

760

 

129

 

(145

)

OREO valuation expense

 

1,961

 

2,589

 

4,474

 

(628

)

(2,513

)

Other OREO expense

 

1,500

 

1,356

 

2,071

 

144

 

(571

)

Other expense

 

3,119

 

3,510

 

3,187

 

(391

)

(68

)

Total noninterest expense

 

$

21,499

 

$

22,194

 

$

24,863

 

$

(695

)

$

(3,364

)

 

Salaries and benefits were up from the second quarter 2013 and year over year on accrual of management bonus amounts under Board approved incentive plans.  Legal fees increased on complex loan workouts in the third quarter.  Legal fees were down year over year on continued management control of legal expense.  OREO valuation expense decreased from the second quarter 2013 and third quarter 2012 as property valuation declines, while still sizable, were more moderate than in the past.

 

Additional Loan Detail

 

 

 

Major Classification of Loans as of

 

September 30, 2013
Dollar Change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

Commercial

 

$

86,822

 

$

86,173

 

$

81,438

 

$

649

 

$

5,384

 

Real estate - commercial

 

554,874

 

563,061

 

621,715

 

(8,187

)

(66,841

)

Real estate - construction

 

30,996

 

34,964

 

48,606

 

(3,968

)

(17,610

)

Real estate - residential

 

376,859

 

386,504

 

436,837

 

(9,645

)

(59,978

)

Consumer

 

2,570

 

2,793

 

3,167

 

(223

)

(597

)

Overdraft

 

544

 

505

 

613

 

39

 

(69

)

Lease financing receivables

 

11,204

 

11,863

 

3,229

 

(659

)

7,975

 

Other

 

13,236

 

16,371

 

12,677

 

(3,135

)

559

 

 

 

1,077,105

 

1,102,234

 

1,208,282

 

(25,129

)

(131,177

)

Net deferred loan costs and (fees)

 

535

 

469

 

7

 

66

 

528

 

 

 

$

1,077,640

 

$

1,102,703

 

$

1,208,289

 

$

(25,063

)

$

(130,649

)

 

Trends seen in the past continued in the third quarter.  As in the past, while loan pipelines are increasing, the lack of expansion by local businesses is still leading to weaker loan demand while competition remains intense.  Low line utilization and loan maturities in the face of difficult pricing competition continue.  Ongoing pay downs along with the reduced volume of transactional business, although at a slower than historical pace, have contributed to the overall loan decline.

 

11



 

Additional Securities Detail

 

 

 

As of

 

September 30, 2013
Dollar Change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale, at fair value

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

1,548

 

$

1,547

 

$

1,511

 

$

1

 

$

37

 

U.S. government agencies

 

1,693

 

6,726

 

49,455

 

(5,033

)

(47,762

)

U.S. government agency mortgage-backed

 

 

52,414

 

73,291

 

(52,414

)

(73,291

)

States and political subdivisions

 

19,841

 

20,119

 

12,805

 

(278

)

7,036

 

Corporate Bonds

 

22,200

 

34,429

 

34,217

 

(12,229

)

(12,017

)

Collateralized mortgage obligations

 

48,125

 

168,505

 

96,438

 

(120,380

)

(48,313

)

Asset-backed securities

 

268,984

 

290,853

 

135,086

 

(21,869

)

133,898

 

Collateralized debt obligations

 

11,087

 

10,344

 

9,543

 

743

 

1,544

 

Total securities available-for-sale

 

$

373,478

 

$

584,937

 

$

412,346

 

$

(211,459

)

$

(38,868

)

Securities held-to-maturity, at amortized cost

 

 

 

 

 

 

 

 

 

 

 

U.S. government agency mortgage-backed

 

$

35,241

 

$

 

$

 

$

35,241

 

$

35,241

 

Collateralized mortgage obligations

 

222,860

 

 

 

222,860

 

222,860

 

Total securities held-to-maturity

 

$

258,101

 

$

 

$

 

$

258,101

 

$

258,101

 

 

 

 

 

 

 

 

 

 

 

 

 

Total secutities

 

$

631,579

 

$

584,937

 

$

412,346

 

$

46,642

 

$

219,233

 

 

Total holdings show a net increase of $46.6 million since June 30, 2013 with all categories declining except total collateralized mortgage obligations, which were up $102.5 million in the period.  Securities held with the intent to hold to maturity were established in the third quarter in response to increases in overall market interest rates.  Management decisions on securities to be classified as held to maturity were made based on the characteristics of individual securities.

 

Deposits Detail

 

 

 

As Of

 

September 30, 2013
Dollar Change From

 

 

 

September 30,

 

June 30,

 

September 30,

 

June 30,

 

September 30,

 

(in thousands)

 

2013

 

2013

 

2012

 

2013

 

2012

 

Noninterest bearing

 

$

373,499

 

$

366,406

 

$

381,111

 

$

7,093

 

$

(7,612

)

Savings

 

227,823

 

227,687

 

211,452

 

136

 

16,371

 

NOW accounts

 

272,632

 

287,492

 

265,215

 

(14,860

)

7,417

 

Money market accounts

 

309,066

 

312,773

 

321,614

 

(3,707

)

(12,548

)

Certificates of deposits:

 

 

 

 

 

 

 

 

 

 

 

of less than $100,000

 

299,632

 

306,302

 

323,464

 

(6,670

)

(23,832

)

of $100,000 or more

 

190,471

 

189,963

 

194,078

 

508

 

(3,607

)

 

 

$

1,673,123

 

$

1,690,623

 

$

1,696,934

 

$

(17,500

)

$

(23,811

)

 

The Company saw some decline in total deposits in the third quarter and year over year, but overall total deposits were essentially flat during the quarter and year over year reflecting sluggish loan activity and other liquidity sources.  Deposit growth goal for 2013 through the end of the third quarter was not attained.

 

Borrowings

 

One of the Company’s most significant borrowing relationships continued to be the $45.5 million credit facility with Bank of America.  That credit facility began in January 2008 and was originally composed of a $30.5 million senior debt facility including $500,000 in term debt, as well as $45.0 million of subordinated debt.  The subordinated debt and the term debt portion of the senior debt facility mature on March 31, 2018.  The interest rate on the senior debt facility resets quarterly and is based on, at the Company’s option, either the lender’s prime rate or three-month LIBOR plus 90 basis points.  The interest rate on the subordinated debt resets quarterly and is equal to three-month LIBOR plus 150 basis

 

12



 

points.  The Company had no principal outstanding balance on the senior line of credit when it matured but did have $500,000 in principal outstanding in term debt and $45.0 million in principal outstanding in subordinated debt at the end of both December 31, 2012, and September 30, 2013.  The term debt is secured by all of the outstanding capital stock of the Bank.  The Company has made all required interest payments on the outstanding principal amounts on a timely basis.  Pursuant to the Written Agreement described below with the Federal Reserve Bank of Chicago (the “Federal Reserve”), the Company must receive the Federal Reserve’s approval prior to making any interest payments on the subordinated debt.

 

The credit facility agreement contains usual and customary provisions regarding acceleration of the senior debt upon the occurrence of an event of default by the Company under the senior debt agreement.  The senior debt agreement also contains certain customary representations and warranties and financial and negative covenants.  At September 30, 2013, the Company was out of compliance with one of the financial covenants contained within the credit agreement.  Previously, the Company had been out of compliance with two of the financial covenants.  The agreement provides that upon an event of default as the result of the Company’s failure to comply with a financial covenant, relating to the senior debt, the lender may (i) terminate all commitments to extend further credit, (ii) increase the interest rate on the revolving line of the term debt by 200 basis points, (iii) declare the senior debt immediately due and payable, and (iv) exercise all of its rights and remedies at law, in equity and/or pursuant to any or all collateral documents, including foreclosing on the collateral.  The total outstanding principal amount of the senior debt is the $500,000 in term debt.  Because the subordinated debt is treated as Tier 2 capital for regulatory capital purposes, the senior debt agreement does not provide the lender with any rights of acceleration or other remedies with regard to the subordinated debt upon an event of default caused by the Company’s failure to comply with a financial covenant.

 

The Company increased its securities sold under repurchase agreements $2.8 million, or 15.9%, from December 31, 2012.  The Company’s other short-term borrowings decreased $45.0 million from December 31, 2012, as a Federal Home Loan Bank of Chicago (“FHLB”) advance matured and was replaced with short term FHLB advances that will mature in October 2013.

 

Capital

 

The Company completed the sale of $27.5 million of cumulative trust preferred securities by its unconsolidated subsidiary, Old Second Capital Trust I in June 2003.  An additional $4.1 million of cumulative trust preferred securities was sold in July 2003.  The costs associated with the issuance of the cumulative trust preferred securities are being amortized over 30 years.  The trust preferred securities may remain outstanding for a 30-year term but, subject to regulatory approval, can be called in whole or in part by the Company.  The stated call period commenced on June 30, 2008 and a call can be exercised by the Company from time to time thereafter.  When not in deferral, cash distributions on the securities are payable quarterly at an annual rate of 7.80%.  The Company issued a new $32.6 million subordinated debenture to the trust in return for the aggregate net proceeds of this trust preferred offering.  The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities.

 

The Company issued an additional $25.0 million of cumulative trust preferred securities through a private placement completed by an additional unconsolidated subsidiary, Old Second Capital Trust II, in April 2007.  Although nominal in amount, the costs associated with that issuance are being amortized over 30 years.  These trust preferred securities also mature in 30 years, but subject to the aforementioned regulatory approval, can be called in whole or in part on a quarterly basis commencing June 15, 2017.  The quarterly cash distributions on the securities are fixed at 6.77% through June 15, 2017 and float at 150 basis points over three-month LIBOR thereafter.  The Company issued a new $25.8 million subordinated debenture to the Old Second Capital Trust II in return for the aggregate net proceeds of this trust preferred offering.  The interest rate and payment frequency on the debenture are equivalent to the cash distribution basis on the trust preferred securities.

 

Under the terms of the subordinated debentures issued to each of Old Second Capital Trust I and II, the Company is allowed to defer payments of interest for 20 quarterly periods without default or

 

13



 

penalty, but such amounts will continue to accrue.  Also during the deferral period, the Company generally may not pay cash dividends on or repurchase its common stock or preferred stock, including the Series B Stock described below .  In August of 2010, the Company elected to defer regularly scheduled interest payments on the $58.4 million of junior subordinated debentures.  Because of the deferral on the subordinated debentures, the trusts will defer regularly scheduled dividends on the trust preferred securities.  Both of the debentures issued by the Company are recorded on the Consolidated Balance Sheets as junior subordinated debentures and the related interest expense for each issuance is included in the Consolidated Statements of Operations.  The total accumulated unpaid interest on the junior subordinated debentures including compounded interest from July 1, 2010 on the deferred payments totals $15.7 million at September 30, 2013.

 

As of September 30, 2013, total stockholders’ equity was $142.0 million, which was an increase of $69.5 million, or 95.8%, from $72.6 million as of December 31, 2012.  This increase was driven by the reversal of the valuation allowance on a significant portion of net deferred tax assets, made possible by recent profits.  Unrealized loss on securities available-for-sale net of deferred taxes was $1.3 million at December 31, 2012 and $12.4 million at September 30, 2013, causing a reduction in stockholders’ equity of $11.1 million.  Additionally, as discussed further below total stockholders’ equity benefited by the Company not declaring and accruing a dividend for the third quarter of 2013 on its Series B Perpetual Preferred Stock (the “Series B Stock”).

 

As of September 30, 2013, the Company’s regulatory capital ratios of total capital to risk weighted assets, Tier 1 capital to risk weighted assets and Tier 1 capital to average assets increased to 15.15%, 10.07% and 7.11%, respectively, compared to 13.62%, 6.81% and 4.85%, respectively, at December 31, 2012.  The Company, on a consolidated basis, exceeded the minimum capital ratios to be deemed “well capitalized” at September 30, 2013.  The same capital ratios at the Bank were 17.08%, 15.82% and 11.08%, respectively, at September 30, 2013, compared to 14.86%, 13.59%, and 9.67%, at December 31, 2012.  The Bank’s ratios exceeded the heightened capital ratios agreed to in the May 2011 consent order the Bank entered with the Office of the Comptroller of the Currency (“OCC”) (the “Consent Order”).  As indicated above, the Consent Order was terminated as of October 17, 2013.

 

Although the Consent Order has been terminated, the Bank continues to be subject to the risk-based capital guidelines developed by the OCC and other bank regulatory agencies.  In connection with the current economic environment, the Bank’s level of nonperforming assets and the risk-based capital guidelines, the Bank’s board of directors has determined that the Bank should maintain a Tier 1 leverage capital ratio at or above eight percent (8%) and a total risk-based capital ratio at or above twelve percent (12%).  The Bank currently exceeds those thresholds.

 

During July 2013, the Board of Governors of the Federal Reserve System and the OCC issued their final rules for regulatory capital and the implementation of Basel III that will become effective for organizations such as the Company on January 1, 2015.  The final rules also introduce certain new capital and other requirements for banking organizations.  Management is reviewing the new rules to assess the manner in which the new rules will impact the Company.

 

While the Bank’s Consent Order has been terminated by the OCC, the Company continues to be subject to a written agreement (the “Written Agreement”) with the Federal Reserve.  Key provisions of the Written Agreement include restrictions on the Company’s payment of dividends on its capital stock, restrictions on the Company’s receipt of dividends or other payments from the Bank that reduce the Bank’s capital, restrictions on payments on subordinated debt and trust preferred securities, restrictions on incurring additional debt or repurchasing stock, capital planning provisions, requirements to submit cash flow projections to the Federal Reserve, requirements to comply with certain notice provisions pertaining to changes in directors or senior management, requirements to comply with regulatory restrictions on indemnification and severance payments, and requirements to submit certain reports to the Federal Reserve.  The Written Agreement also calls for the Company to serve as a source of strength for the Bank.

 

14



 

In addition to the above regulatory ratios, the Company’s non-GAAP tangible common equity to tangible assets increased to 3.33% at September 30, 2013, largely attributable to increased capital resulting from the reversal of the valuation allowance on a significant portion of net deferred tax assets, made possible by recent profits.  The Tier 1 common equity to risk weighted assets increased 0.61% at September 30, 2013.  September 30, 2013 results compared to (0.17)% at September 30, 2012.

 

As previously announced in the third quarter of 2010, the Company elected to defer regularly scheduled interest payments on $58.4 million of junior subordinated debentures related to the trust preferred securities issued by its two statutory trust subsidiaries, Old Second Capital Trust I and Old Second Capital Trust II (the “Trust Preferred Securities”).  Because of the deferral on the subordinated debentures, the trusts will defer regularly scheduled distributions on their Trust Preferred Securities.  The total accumulated deferred distributions on the Trust Preferred Securities including compounded interest from July 1, 2010 totaled $15.7 million at September 30, 2013.

 

All of the Old Second Bancorp Series B Stock held by Treasury from the Troubled Asset Relief Program Capital Purchase Program was sold to third parties, including certain of our directors, at auctions conducted earlier this year.  At December 31, 2012, Old Second Bancorp carried $71.9 million of Series B Stock in total stockholders’ equity.  At September 30, 2013, the Company carried $72.7 million of Series B Stock.

 

Following the completed auctions, the Company’s Board elected to stop declaring and accruing the dividend on the Series B Stock.  Previously, the Company had declared and accrued the dividend on the Series B Stock quarterly throughout the deferral period.  Given the discount reflected in the results of the auction, the Board believes that the Company will likely be able to repurchase the Series B Stock in the future at a price less than the face amount of the Series B Stock plus accrued and unpaid dividends.  Therefore, under GAAP, the Company did not fully accrue the dividend on the Series B Stock in the first quarter and did not accrue for it in subsequent quarters.  The Company will continue to evaluate whether declaring dividends on the Series B Stock is appropriate in future periods.  Pursuant to the terms of the Series B Stock, the dividends paid on the Series B Stock will increase from 5% to 9% in 2014.

 

Non-GAAP Presentations: Management has traditionally disclosed certain non-GAAP ratios to evaluate and measure the Company’s performance, including a net interest margin calculation.  The net interest margin is calculated by dividing net interest income on a tax equivalent basis by average earning assets for the period.  Management believes this measure provides investors with information regarding balance sheet profitability.  Management also presents an efficiency ratio that is non-GAAP.  The efficiency ratio is calculated by dividing adjusted noninterest expense by the sum of net interest income on a tax equivalent basis and adjusted noninterest income.  Management believes this measure provides investors with information regarding the Company’s operating efficiency and how management evaluates performance internally.  Consistent with industry practice, management also disclosed the tangible common equity to tangible assets and the Tier 1 common equity to risk weighted assets in the discussion immediately above and in the following tables.  The tables provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

 

Forward Looking Statements: This report may contain forward-looking statements.  Forward looking statements are identifiable by the inclusion of such qualifications as expects, intends, believes, may, likely or other indications that the particular statements are not based upon facts but are rather based upon the Company’s beliefs as of the date of this release.  Actual events and results may differ significantly from those described in such forward-looking statements, due to changes in the economy, interest rates or other factors.  Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.  For additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results or cause actual results to differ substantially from those discussed or implied in forward looking statements contained in this release, please review our filings with the Securities and Exchange Commission.

 

15



 

Financial Highlights (unaudited)

In thousands, except share data

 

 

 

As of and for the

 

As of and for the

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Summary Statements of Operations:

 

 

 

 

 

 

 

 

 

Net interest and dividend income

 

$

14,289

 

$

14,635

 

$

41,579

 

$

45,429

 

(Release) provision for loan losses

 

(1,750

)

 

(6,050

)

6,284

 

Noninterest income

 

8,387

 

10,348

 

29,466

 

31,208

 

Noninterest expense

 

21,499

 

24,863

 

65,220

 

71,949

 

Benefit for income taxes

 

(69,997

)

 

(69,997

)

 

Net income (loss)

 

72,924

 

120

 

81,872

 

(1,596

)

Net income (loss) available to common stockholders

 

71,601

 

(1,135

)

77,955

 

(5,312

)

 

 

 

 

 

 

 

 

 

 

Key Ratios (annualized):

 

 

 

 

 

 

 

 

 

Return on average assets

 

14.98

%

0.02

%

5.61

%

(0.11

)%

Return to common stockholders on average assets

 

14.71

%

(0.23

)%

5.34

%

(0.36

)%

Return on average equity

 

402.66

%

0.69

%

148.36

%

(2.96

)%

Net interest margin (non-GAAP tax equivalent)(1)

 

3.25

%

3.44

%

3.17

%

3.52

%

Efficiency ratio (non-GAAP tax equivalent)(1)

 

79.03

%

73.01

%

77.78

%

70.76

%

Tangible common equity to tangible assets(2)

 

3.33

%

(0.25

)%

3.33

%

(0.25

)%

Tier 1 common equity to risk weighted assets(2)

 

0.61

%

(0.17

)%

0.61

%

(0.17

)%

Company total capital to risk weighted assets (3)

 

15.15

%

12.90

%

15.15

%

12.90

%

Company tier 1 capital to risk weighted assets (3)

 

10.07

%

6.45

%

10.07

%

6.45

%

Company tier 1 capital to average assets

 

7.11

%

4.88

%

7.11

%

4.88

%

Bank total capital to risk weighted assets (3)

 

17.08

%

14.06

%

17.08

%

14.06

%

Bank tier 1 capital to risk weighted assets (3)

 

15.82

%

12.79

%

15.82

%

12.79

%

Bank tier 1 capital to average assets

 

11.08

%

9.66

%

11.08

%

9.66

%

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$5.08

 

($0.08

)

$5.52

 

($0.37

)

Diluted earnings (loss) per share

 

$5.08

 

($0.08

)

$5.52

 

($0.37

)

Dividends declared per share

 

$0.00

 

$0.00

 

$0.00

 

$0.00

 

Common book value per share

 

$4.98

 

($0.06

)

$4.98

 

($0.06

)

Tangible common book value per share

 

$4.86

 

($0.33

)

$4.86

 

($0.33

)

Ending number of shares outstanding

 

13,917,108

 

14,084,328

 

13,917,108

 

14,084,328

 

Average number of shares outstanding

 

13,885,884

 

14,084,328

 

13,947,606

 

14,070,783

 

Diluted average shares outstanding

 

14,102,036

 

14,210,928

 

14,112,243

 

14,206,017

 

 

 

 

 

 

 

 

 

 

 

End of Period Balances:

 

 

 

 

 

 

 

 

 

Loans

 

$

1,077,640

 

$

1,208,289

 

$

1,077,640

 

$

1,208,289

 

Deposits

 

1,673,123

 

1,696,934

 

1,673,123

 

1,696,934

 

Stockholders’ equity

 

142,039

 

70,741

 

142,039

 

70,741

 

Total earning assets

 

1,755,226

 

1,671,523

 

1,755,226

 

1,671,523

 

Total assets

 

2,032,788

 

1,903,400

 

2,032,788

 

1,903,400

 

 

 

 

 

 

 

 

 

 

 

Average Balances:

 

 

 

 

 

 

 

 

 

Loans

 

$

1,085,487

 

$

1,222,829

 

$

1,112,266

 

$

1,286,462

 

Deposits

 

1,680,841

 

1,713,137

 

1,695,044

 

1,737,247

 

Stockholders’ equity

 

71,852

 

69,600

 

73,781

 

72,026

 

Total earning assets

 

1,755,167

 

1,702,675

 

1,767,055

 

1,730,932

 

Total assets

 

1,931,390

 

1,922,561

 

1,950,341

 

1,947,917

 

 


(1) Tabular disclosures of the tax equivalent calculation including the net interest margin and efficiency ratio for the quarters ending September 30, 2013, and 2012, respectively, are presented on page 19.

(2) The information necessary to reconcile GAAP measures and the ratios of Tier 1 capital, total capital, tangible common equity or Tier 1 common equity, as applicable, to average total assets, risk-weighted assets or tangible assets, as applicable, is presented on page 20.

(3) The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies.  Those agencies define the basis for these calculations, including the prescribed methodology for the calculation of the amount of risk-weighted assets.

 

16



 

Old Second Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

 

 

 

(unaudited)

 

(audited)

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

47,486

 

$

44,221

 

Interest bearing deposits with financial institutions

 

32,586

 

84,286

 

Cash and cash equivalents

 

80,072

 

128,507

 

Securities available-for-sale, at fair value

 

373,478

 

579,886

 

Securities held-to-maturity, at amortized cost

 

258,101

 

 

Federal Home Loan Bank and Federal Reserve Bank stock

 

10,292

 

11,202

 

Loans held-for-sale

 

3,129

 

9,571

 

Loans

 

1,077,640

 

1,150,050

 

Less: allowance for loan losses

 

29,547

 

38,597

 

Net loans

 

1,048,093

 

1,111,453

 

Premises and equipment, net

 

46,392

 

47,002

 

Other real estate owned, net

 

49,066

 

72,423

 

Mortgage servicing rights, net

 

5,456

 

4,116

 

Core deposit and other intangible asset, net

 

1,702

 

3,276

 

Bank-owned life insurance (BOLI)

 

55,005

 

54,203

 

Deferred tax assets, net

 

78,865

 

928

 

Other assets

 

23,137

 

23,232

 

Total assets

 

$

2,032,788

 

$

2,045,799

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing demand

 

$

373,499

 

$

379,451

 

Interest bearing:

 

 

 

 

 

Savings, NOW, and money market

 

809,521

 

826,976

 

Time

 

490,103

 

510,792

 

Total deposits

 

1,673,123

 

1,717,219

 

Securities sold under repurchase agreements

 

20,719

 

17,875

 

Other short-term borrowings

 

55,000

 

100,000

 

Junior subordinated debentures

 

58,378

 

58,378

 

Subordinated debt

 

45,000

 

45,000

 

Notes payable and other borrowings

 

500

 

500

 

Other liabilities

 

38,029

 

34,275

 

Total liabilities

 

1,890,749

 

1,973,247

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Preferred stock

 

72,667

 

71,869

 

Common stock

 

18,830

 

18,729

 

Additional paid-in capital

 

66,168

 

66,189

 

Retained earnings

 

92,612

 

12,048

 

Accumulated other comprehensive loss

 

(12,435

)

(1,327

)

Treasury stock

 

(95,803

)

(94,956

)

Total stockholders’ equity

 

142,039

 

72,552

 

Total liabilities and stockholders’ equity

 

$

2,032,788

 

$

2,045,799

 

 

17



 

Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except share data)

 

 

 

(unaudited)

 

(unaudited)

 

 

 

Three Months Ended

 

Year to Date

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Interest and Dividend Income

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

14,327

 

$

16,193

 

$

43,153

 

$

51,476

 

Loans held-for-sale

 

38

 

68

 

124

 

201

 

Securities, taxable

 

3,113

 

1,868

 

8,109

 

5,222

 

Securities, tax exempt

 

148

 

98

 

441

 

303

 

Dividends from Federal Reserve Bank and Federal Home Loan Bank stock

 

76

 

77

 

228

 

228

 

Interest bearing deposits with financial institutions

 

22

 

29

 

91

 

89

 

Total interest and dividend income

 

17,724

 

18,333

 

52,146

 

57,519

 

Interest Expense

 

 

 

 

 

 

 

 

 

Savings, NOW, and money market deposits

 

206

 

253

 

655

 

807

 

Time deposits

 

1,674

 

1,973

 

5,327

 

6,920

 

Securities sold under repurchase agreements

 

1

 

1

 

2

 

2

 

Other short-term borrowings

 

5

 

 

24

 

4

 

Junior subordinated debentures

 

1,336

 

1,243

 

3,937

 

3,660

 

Subordinated debt

 

209

 

223

 

610

 

684

 

Notes payable and other borrowings

 

4

 

5

 

12

 

13

 

Total interest expense

 

3,435

 

3,698

 

10,567

 

12,090

 

Net interest and dividend income

 

14,289

 

14,635

 

41,579

 

45,429

 

(Release) provision for loan losses

 

(1,750

)

 

(6,050

)

6,284

 

Net interest and dividend income after provision for loan losses

 

16,039

 

14,635

 

47,629

 

39,145

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Trust income

 

1,494

 

1,489

 

4,666

 

4,603

 

Service charges on deposits

 

1,904

 

1,982

 

5,379

 

5,706

 

Secondary mortgage fees

 

183

 

350

 

680

 

957

 

Mortgage servicing gain, net of changes in fair value

 

235

 

(155

)

1,222

 

(365

)

Net gain on sales of mortgage loans

 

814

 

2,504

 

4,601

 

7,509

 

Securities (losses) gains, net

 

(7

)

513

 

2,191

 

1,306

 

Increase in cash surrender value of bank-owned life insurance

 

419

 

425

 

1,198

 

1,246

 

Death benefit realized on bank-owned life insurance

 

6

 

 

381

 

 

Debit card interchange income

 

873

 

788

 

2,565

 

2,661

 

Lease revenue from other real estate owned

 

309

 

840

 

974

 

2,930

 

Net gain on sales of other real estate owned

 

608

 

20

 

1,175

 

398

 

Other income

 

1,549

 

1,592

 

4,434

 

4,257

 

Total noninterest income

 

8,387

 

10,348

 

29,466

 

31,208

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

9,299

 

8,963

 

27,508

 

26,835

 

Occupancy expense, net

 

1,266

 

1,242

 

3,787

 

3,684

 

Furniture and equipment expense

 

1,026

 

1,078

 

3,274

 

3,416

 

FDIC insurance

 

987

 

1,029

 

3,046

 

3,058

 

General bank insurance

 

489

 

851

 

1,829

 

2,538

 

Amortization of core deposit and other intangible asset

 

524

 

420

 

1,574

 

865

 

Advertising expense

 

347

 

400

 

841

 

982

 

Debit card interchange expense

 

366

 

388

 

1,072

 

1,183

 

Legal fees

 

615

 

760

 

1,424

 

2,215

 

Other real estate expense

 

3,461

 

6,545

 

11,092

 

17,987

 

Other expense

 

3,119

 

3,187

 

9,773

 

9,186

 

Total noninterest expense

 

21,499

 

24,863

 

65,220

 

71,949

 

Income (loss) before income taxes

 

2,927

 

120

 

11,875

 

(1,596

)

Benefit for income taxes

 

(69,997

)

 

(69,997

)

 

Net income (loss)

 

72,924

 

120

 

$

81,872

 

$

(1,596

)

Preferred stock dividends and accretion of discount

 

1,323

 

1,255

 

3,917

 

3,716

 

Net income (loss) available to common stockholders

 

$

71,601

 

$

(1,135

)

$

77,955

 

$

(5,312

)

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share

 

$

5.08

 

$

(0.08

)

$

5.52

 

$

(0.37

)

Diluted income (loss) per share

 

5.08

 

(0.08

)

5.52

 

(0.37

)

 

18



 

The following tables provide a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.  (Dollar amounts in thousands- unaudited)

 

 

 

Three Months Ended

 

Year to Date

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net Interest Margin

 

 

 

 

 

 

 

 

 

Interest income (GAAP)

 

$

17,724

 

$

18,333

 

$

52,146

 

$

57,519

 

Taxable equivalent adjustment:

 

 

 

 

 

 

 

 

 

Loans

 

17

 

18

 

50

 

64

 

Securities

 

80

 

53

 

238

 

164

 

Interest income (TE)

 

17,821

 

18,404

 

52,434

 

57,747

 

Interest expense (GAAP)

 

3,435

 

3,698

 

10,567

 

12,090

 

Net interest income (TE)

 

$

14,386

 

$

14,706

 

$

41,867

 

$

45,657

 

Net interest income (GAAP)

 

$

14,289

 

$

14,635

 

$

41,579

 

$

45,429

 

Average interest earning assets

 

$

1,755,167

 

$

1,702,675

 

$

1,767,055

 

$

1,730,932

 

Net interest margin (GAAP)

 

3.23

%

3.42

%

3.15

%

3.51

%

Net interest margin (TE)

 

3.25

%

3.44

%

3.17

%

3.52

%

 

 

 

 

 

 

 

 

 

 

Efficiency Ratio

 

 

 

 

 

 

 

 

 

Noninterest expense

 

$

21,499

 

$

24,863

 

$

65,220

 

$

71,949

 

Less amortization of core deposit and other intangible asset

 

524

 

420

 

1,574

 

865

 

Less other real estate expense

 

3,461

 

6,545

 

11,092

 

17,987

 

Adjusted noninterest expense

 

17,514

 

17,898

 

52,554

 

53,097

 

Net interest income (GAAP)

 

14,289

 

14,635

 

41,579

 

45,429

 

Taxable-equivalent adjustment:

 

 

 

 

 

 

 

 

 

Loans

 

17

 

18

 

50

 

64

 

Securities

 

80

 

53

 

238

 

164

 

Net interest income (TE)

 

14,386

 

14,706

 

41,867

 

45,657

 

Noninterest income

 

8,387

 

10,348

 

29,466

 

31,208

 

Less death benefit related to bank-owned life insurance

 

6

 

 

381

 

 

Less litigation related income

 

4

 

6

 

19

 

125

 

Less securities gain, net

 

(7

)

513

 

2,191

 

1,306

 

Less gain on sale of OREO

 

608

 

20

 

1,175

 

398

 

Adjusted noninterest income, plus net interest income (TE)

 

22,162

 

24,515

 

67,567

 

75,036

 

Efficiency ratio

 

79.03

%

73.01

%

77.78

%

70.76

%

 

19



 

 

 

(unaudited)

 

(unaudited)

 

 

 

As of September 30,

 

December 31,

 

(dollars in thousands)

 

2013

 

2012

 

2012

 

 

 

 

 

 

 

 

 

Tier 1 capital

 

 

 

 

 

 

 

Total stockholders’ equity

 

$

142,039

 

$

70,741

 

$

72,552

 

Tier 1 adjustments:

 

 

 

 

 

 

 

Trust preferred securities

 

51,491

 

24,432

 

24,626

 

Cumulative other comprehensive loss

 

12,435

 

2,556

 

1,327

 

Disallowed intangible assets

 

(1,702

)

(3,813

)

(3,276

)

Disallowed deferred tax assets

 

(71,588

)

 

 

Other

 

(546

)

(360

)

(412

)

Tier 1 capital

 

$

132,129

 

$

93,556

 

$

94,817

 

 

 

 

 

 

 

 

 

Total capital

 

 

 

 

 

 

 

Tier 1 capital

 

$

132,129

 

$

93,556

 

$

94,817

 

Tier 2 additions:

 

 

 

 

 

 

 

Allowable portion of allowance for loan losses

 

16,565

 

18,399

 

17,656

 

Additional trust preferred securities disallowed for tier 1 captial

 

5,134

 

32,193

 

31,999

 

Subordinated debt

 

45,000

 

45,000

 

45,000

 

Tier 2 additions subtotal

 

66,699

 

95,592

 

94,655

 

Allowable Tier 2

 

66,699

 

93,556

 

94,655

 

Other Tier 2 capital components

 

(6

)

(6

)

(6

)

Total capital

 

$

198,822

 

$

187,106

 

$

189,466

 

 

 

 

 

 

 

 

 

Tangible common equity

 

 

 

 

 

 

 

Total stockholders’ equity

 

$

142,039

 

$

70,741

 

$

72,552

 

Less: Preferred equity

 

72,667

 

71,611

 

71,869

 

Intangible assets

 

1,702

 

3,813

 

3,276

 

Tangible common equity

 

$

67,670

 

$

(4,683

)

$

(2,593

)

 

 

 

 

 

 

 

 

Tier 1 common equity

 

 

 

 

 

 

 

Tangible common equity

 

$

67,670

 

$

(4,683

)

$

(2,593

)

Tier 1 adjustments:

 

 

 

 

 

 

 

Cumulative other comprehensive loss

 

12,435

 

2,556

 

1,327

 

Other

 

(72,134

)

(360

)

(412

)

Tier 1 common equity

 

$

7,971

 

$

(2,487

)

$

(1,678

)

 

 

 

 

 

 

 

 

Tangible assets

 

 

 

 

 

 

 

Total assets

 

$

2,032,788

 

$

1,903,400

 

$

2,045,799

 

Less: Intangible assets

 

1,702

 

3,813

 

3,276

 

Tangible assets

 

$

2,031,086

 

$

1,899,587

 

$

2,042,523

 

 

 

 

 

 

 

 

 

Total risk-weighted assets

 

 

 

 

 

 

 

On balance sheet

 

$

1,274,628

 

$

1,409,071

 

$

1,356,762

 

Off balance sheet

 

37,555

 

40,958

 

34,804

 

Total risk-weighted assets

 

$

1,312,183

 

$

1,450,029

 

$

1,391,566

 

 

 

 

 

 

 

 

 

Average assets

 

 

 

 

 

 

 

Total average assets for leverage

 

$

1,857,554

 

$

1,918,388

 

$

1,955,000

 

 

20