8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 25, 2018

BYLINE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-38139	36-3012593
(Commission File Number)	(I.R.S. Employer Identification No.)
180 North LaSalle Street, Suite 300
Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

(773) 244-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On January 25, 2018, Byline Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2017. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K and the attached exhibits is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Fourth Quarter 2017 Financial Results Release, dated January 25, 2018

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, made through the use of words or phrases such as ‘‘may’’, ‘‘might’’, ‘‘should’’, ‘‘could’’, ‘‘predict’’, ‘‘potential’’, ‘‘believe’’, ‘‘expect’’, ‘‘continue’’, ‘‘will’’, ‘‘anticipate’’, ‘‘seek’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘projection’’, ‘‘would’’, ‘‘annualized’’, “target” and ‘‘outlook’’, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements reflect various assumptions and involve elements of subjective judgement and analysis which may or may not prove to be correct and which are subject to uncertainties and contingencies outside the control of Byline and its respective affiliates, directors, employees and other representatives, which could cause actual results to differ materially from those presented in this communication. No representations, warranties or guarantees are or will be made by Byline as to the reliability, accuracy or completeness of any forward-looking statements contained in this communication or that such forward-looking statements are or will remain based on reasonable assumptions. You should not place undue reliance on any forward-looking statements contained in this communication. Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under the federal securities laws.

Additional Information

The information included herein and in the attached exhibit does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. Byline will file a registration statement on Form S-4 with the SEC in connection with its proposed acquisition of First Evanston Bancorp, Inc. (“First Evanston”), and First Evanston’s wholly-owned subsidiary, First Bank & Trust. The registration statement will include a joint proxy statement of Byline and First Evanston, which also will constitute a prospectus of Byline, that will be sent to the stockholders of Byline and the shareholders of First Evanston. INVESTORS, STOCKHOLDERS OF BYLINE AND SHAREHOLDERS OF FIRST EVANSTON ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT BYLINE, FIRST EVANSTON AND THE PROPOSED TRANSACTION. When filed, the joint proxy statement/prospectus and other documents relating to the merger filed by Byline with the SEC can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Byline’s website at www.bylinebancorp.com under the tab “About Us-Investor Relations.” Alternatively, these documents, when available, can be obtained free of charge from Byline upon written request to Byline Bancorp, Inc., Attn: Corporate Secretary, 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601, 60018 or by calling (773) 244-7000, or from First Evanston upon written request to First Evanston Bancorp, Inc., Attn: Corporate Secretary, 820 Church Street, Evanston, Illinois 60201 or by calling (847) 733-7400.

Participants in this Transaction

Byline, First Evanston, their respective directors and executive officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from Byline’s stockholders and First Evanston’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of Byline may be found in the prospectus of Byline relating to its initial public offering of common stock filed with the SEC on July 3, 2017, a copy of which can be obtained free of charge from Byline or from the SEC’s website as indicated above. In addition, information about the directors and executive officers of Byline and First Evanston and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and other relevant materials when filed with the SEC.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BYLINE BANCORP, INC.
Date: January 25, 2018	By:	/s/ Alberto J. Paracchini
	Name:	Alberto J. Paracchini
	Title:	President and Chief Executive Officer

3

EX-99.1

Exhibit 99.1

 

Byline Bancorp, Inc. Reports Fourth Quarter 2017 Financial Results

Fourth Quarter 2017 Summary

• Net loss of $766,000, or $0.03 per diluted share

• Adjusted net income (non-GAAP) of $7.3 million, or $0.24 per diluted share, excluding significant items for:

o Incremental tax expense of $7.2 million, or $0.24 per diluted share, from enactment of Tax Cuts and Jobs Act

o Merger-related expenses of $1.3 million, or $0.04 per diluted share

• Net interest margin improves to 4.26%

• Loan originations of $120.7 million

• Entered into an agreement to acquire First Evanston Bancorp, Inc.

• Efficiency ratio of 66.06%

Full Year 2017 Summary

• Net income of $21.7 million, or $0.38 per diluted share

• Adjusted net income (non-GAAP) of $25.5 million, or $0.52 per diluted share, excluding significant items

• Net interest margin of 4.11%

• Loan originations of $422.5 million

• Efficiency ratio of 67.32%

Chicago, IL, January 25, 2018 – Byline Bancorp, Inc. (the “Company”)(NYSE: BY), the parent company of Byline Bank (the “Bank”), today reported net loss of $766,000, or $0.03 per diluted share, for the fourth quarter of 2017, compared with net income of $9.8 million, or $0.32 per diluted share, for the third quarter of 2017, and net income of $63.9 million, or $2.62 per diluted share, for the fourth quarter of 2016.  Fourth quarter 2017 financial results include $7.2 million, or $0.24 per diluted share, in expense related to the reduction in the value of the Company’s net deferred tax assets as a result of the decrease in the federal corporate tax rate and $1.3 million, or $0.04 per diluted share, in merger-related expense.  Excluding these significant items, adjusted earnings were $7.3 million, or $0.24 per diluted share, for the fourth quarter of 2017.  

“Although the fourth quarter of 2017 included several significant items related to the tax law changes and merger-related expenses, we continued to see positive momentum in our new business development activity,” said Alberto J. Paracchini, President and Chief Executive Officer of Byline Bancorp, Inc.  “Our total loans and leases increased at a 10.9% annualized rate in the quarter, driven by strong growth in our commercial real estate and commercial and industrial portfolios.  Our Small Business Capital operations also had a strong quarter, with $132.3 million in closed loan commitments and more than $9.0 million net gain on the sale of loans.

“We remain focused on executing our strategy of pursuing disciplined organic growth in 2018.  Our pending acquisition of First Evanston Bancorp, Inc. will enable us to enter new markets in the greater Chicago metropolitan area, provide us with increased scale and allow us the opportunity to add a productive team of experienced commercial, retail and wealth management professionals.  We are

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highly focused on completing the First Evanston acquisition and providing a smooth transition for our new customers and colleagues,” said Mr. Paracchini.

STATEMENTS OF OPERATIONS

Net Interest Income

The following table presents net interest income for the periods indicated:

	Three Months Ended								Year Ended
	December 31,		September 30,		June 30,		March 31,		December 31,		December 31,
(dollars in thousands)	2017		2017		2017		2017		2017		2016
INTEREST AND DIVIDEND    INCOME
Interest and fees on loans and    leases	$	31,896	$	30,933	$	29,181	$	28,396	$	120,406	$	83,150
Interest on taxable securities		3,679		3,720		3,703		3,790		14,892		14,169
Interest on tax-exempt securities		176		174		151		133		634		653
Other interest and dividend    income		205		217		280		169		871		393
Total interest and dividend    income		35,956		35,044		33,315		32,488		136,803		98,365
INTEREST EXPENSE
Deposits		2,218		2,112		1,923		1,483		7,736		4,580
Federal Home Loan Bank advances		1,009		850		772		660		3,291		706
Subordinated debentures and other    borrowings		578		670		809		807		2,864		2,461
Total interest expense		3,805		3,632		3,504		2,950		13,891		7,747
Net interest income	$	32,151	$	31,412	$	29,811	$	29,538	$	122,912	$	90,618

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The following table presents the quarter-to-date schedule of average interest-earning assets and average interest-bearing liabilities for the periods indicated:

	For the Three Months Ended
				December 31,								September 30,
	2017								2017
(dollars in thousands)	Average Balance(5)			Interest Inc / Exp		Average Yield / Rate			Average Balance(5)			Interest Inc / Exp		Average Yield / Rate
ASSETS
Cash and cash equivalents	$	38,908		$	74		0.75	%	$	48,354		$	106		0.87	%
Loans and leases(1)		2,233,863			31,896		5.66	%		2,193,076			30,933		5.60	%
Securities available-for-sale		588,482			3,166		2.13	%		602,146			3,181		2.10	%
Securities held-to-maturity		106,367			644		2.40	%		111,345			650		2.32	%
Tax exempt securities (2)		27,504			176		2.55	%		26,166			174		2.63	%
Total interest-earning assets	$	2,995,124		$	35,956		4.76	%	$	2,981,087		$	35,044		4.66	%
Allowance for loan and lease losses		(16,844	)							(14,570	)
All other assets		325,393								340,669
TOTAL ASSETS	$	3,303,673							$	3,307,186
LIABILITIES AND STOCKHOLDERS’    EQUITY
Deposits
Interest checking	$	188,457		$	31		0.07	%	$	186,447		$	29		0.06	%
Money market accounts		384,864			344		0.35	%		388,365			275		0.28	%
Savings		436,916			78		0.07	%		441,096			79		0.07	%
Time deposits		709,044			1,765		0.99	%		758,518			1,729		0.90	%
Total interest bearing deposits		1,719,281			2,218		0.51	%		1,774,426			2,112		0.47	%
Federal Home Loan Bank advances		261,888			1,009		1.53	%		222,800			850		1.51	%
Other borrowed funds		58,794			578		3.90	%		60,418			670		4.40	%
Total borrowings		320,682			1,587		1.96	%		283,218			1,520		2.13	%
Total interest-bearing liabilities	$	2,039,963		$	3,805		0.74	%	$	2,057,644		$	3,632		0.70	%
Non-interest bearing demand deposits		767,985								748,523
Other liabilities		32,424								42,577
Total stockholders’ equity		463,301								458,442
TOTAL LIABILITIES AND    STOCKHOLDERS’ EQUITY	$	3,303,673							$	3,307,186
Net interest spread(3)							4.02	%							3.96	%
Net interest income				$	32,151							$	31,412
Net interest margin(4)							4.26	%							4.18	%
Net loan accretion impact on margin				$	2,301		0.30	%				$	2,166		0.29	%
Net interest margin excluding loan    accretion(6)							3.96	%							3.89	%

(1) Loan and lease balances are net of deferred origination fees and costs and initial indirect costs.  Non-accrual loans and leases are included in total loan and lease balances.

(2) Interest income and rates exclude the effects of a tax equivalent adjustment to adjust tax exempt investment income on tax-exempt investment securities to a fully taxable basis due to immateriality.

(3) Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4) Represents net interest income (annualized) divided by total average earning assets.

(5) Average balances are average daily balances.

(6) Represents a non-GAAP financial measure.  See “Reconciliation of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

Net interest income for the fourth quarter of 2017 was $32.2 million, an increase of $739,000 from $31.4 million for the third quarter of 2017.  

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The increase in net interest income was primarily due to:

• An increase of $963,000 in interest and fees on loans and leases, primarily due to the growth in the originated loan and lease portfolio and the increase in average yield on loans and leases to 5.66% for the fourth quarter of 2017 compared to 5.60% for the third quarter of 2017; and

• A decrease of $92,000 in interest expense on other borrowings, primarily due to the repayment of the outstanding balance of $16.2 million under the Company’s line of credit during the third quarter of 2017.

Partially offset by:

• An increase of $159,000 in interest expense on Federal Home Loan Bank advances, primarily due to an increase in advances outstanding during the quarter; and

• An increase of $106,000 in interest expense on deposits, primarily due to higher rates on money market accounts and time deposits.

Net interest margin for the fourth quarter of 2017 was 4.26%, an increase of 8 basis points from the third quarter of 2017. The net interest margin increase was primarily driven by the increased loan and lease volume and yields during the quarter.  Total net loan accretion on acquired loans contributed 30 basis points to the net interest margin for the fourth quarter of 2017 and 29 basis points for the third quarter of 2017.  Net interest margin excluding loan accretion expanded 7 basis points to 3.96% during the fourth quarter.

The cost of average total deposits was 0.35%, an increase of two basis points from the third quarter of 2017 due to slightly higher rates on interest bearing deposits, offset by growth in quarter-to-date average non-interest bearing demand deposits of $19.5 million.  

Provision for Loan and Lease Losses

The provision for loan and lease losses was $3.3 million for the fourth quarter of 2017, a decrease of $553,000 compared to $3.9 million for the third quarter of 2017.  The fourth quarter provision included allocations of $1.9 million for acquired non-impaired loans, $806,000 for originated loans and leases and a $625,000 provision for acquired impaired loans.  The lower provision for the fourth quarter of 2017 was mainly due to lower historical loss rates offset by additional growth in the loan and lease portfolio.

Non-interest Income

The following table presents the components of non-interest income for the periods indicated:

	Three Months Ended								Year Ended
	December 31,		September 30,		June 30,		March 31,		December 31,		December 31,
(dollars in thousands)	2017		2017		2017		2017		2017		2016
NON-INTEREST INCOME
Fees and service charges on    deposits	$	1,304	$	1,418	$	1,348	$	1,219	$	5,289	$	5,665
Servicing fees		704		959		1,076		919		3,658		1,906
ATM and interchange fees		1,498		1,495		1,499		1,348		5,840		5,856
Net gains on sales of securities    available-for-sale		—		—		—		8		8		3,227
Net gains on sales of loans		9,036		7,499		8,445		8,082		33,062		4,323
Other non-interest income		97		547		825		732		2,201		4,927
Total non-interest income	$	12,639	$	11,918	$	13,193	$	12,308	$	50,058	$	25,904

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Non-interest income for the fourth quarter of 2017 was $12.6 million, an increase of $721,000 from $11.9 million for the third quarter of 2017, primarily due to:  

• An increase of $1.5 million in net gains on sales of loans; and

• A decrease of $255,000 in servicing fees, primarily due to the change in fair value of the servicing asset as a result of increases in prepayment speeds on government guaranteed loans.

During the fourth quarter of 2017, the Company sold $87.9 million of government guaranteed loans compared to $71.8 million during the third quarter of 2017, contributing to the increase in net gains on sale of loans for the quarter.

Non-interest Expense

The following table presents the components of non-interest expense for the periods indicated:

	Three Months Ended										Year Ended
	December 31,			September 30,		June 30,		March 31,			December 31,			December 31,
(dollars in thousands)	2017			2017		2017		2017			2017			2016
NON-INTEREST EXPENSE
Salaries and employee benefits	$	17,118		$	16,323	$	17,226	$	16,602		$	67,269		$	50,585
Occupancy expense, net		3,553			3,301		3,485		3,739			14,078			14,330
Equipment expense		663			630		616		563			2,472			2,032
Loan and lease related expenses		1,116			891		801		877			3,685			2,004
Legal, audit and other professional fees		2,658			1,608		1,090		1,671			7,027			5,862
Data processing		2,284			2,399		2,447		2,409			9,539			8,157
Net (gain) loss recognized on other real estate    owned and other related expenses		(430	)		565		141		(570	)		(294	)		1,719
Regulatory assessments		299			326		384		184			1,193			2,553
Other intangible assets amortization expense		767			769		769		769			3,074			3,003
Advertising and promotions		232			196		318		289			1,035			623
Telecommunications		428			351		396		418			1,593			1,698
Other non-interest expense		1,670			3,706		1,576		1,900			8,852			8,120
Total non-interest expense	$	30,358		$	31,065	$	29,249	$	28,851		$	119,523		$	100,686

Non-interest expense for the fourth quarter of 2017 was $30.4 million, a decrease of $707,000 from $31.1 million for the third quarter of 2017.  

The decrease in total non-interest expense was primarily due to:

• A decrease of $2.0 million in other non-interest expense, primarily due to a $951,000 decrease in impairment charges on assets held for sale; and

• A decrease of $995,000 in net loss recognized on other real estate owned and other related expenses, primarily due to increased gains on sales of assets during the quarter and lower other real estate owned expenses; and

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• A $409,000 decrease in provision for unfunded commitments, primarily due to the funding of outstanding commitments.

Partially offset by:

• An increase of $1.1 million in legal, audit and other professional fees, primarily due to professional services related to the First Evanston Bancorp, Inc. acquisition announced during the fourth quarter of 2017; and

• An increase of $795,000 in salaries and employee benefits, primarily due to higher commissions and additional salary and benefit expenses for new hires; and

• An increase of $252,000 in occupancy expense primarily due to a reduction in real estate tax expenses during the third quarter.

The Company’s efficiency ratio was 66.06% for the fourth quarter of 2017, compared with 69.92% for the third quarter of 2017.

INCOME TAXES

The Company recorded income tax expense of $11.9 million during the fourth quarter of 2017 compared to a benefit of $1.4 million during the third quarter of 2017, an increase of $13.2 million. On December 22, 2017, President Donald Trump signed into law “H.R. 1”, commonly known as the “Tax Cuts and Jobs Act”.  Among other items, the law reduced the federal corporate income tax rate to 21% effective January 1, 2018. As a result of the rate change, the Company’s net deferred tax assets were required to be revalued during the period in which the new legislation was enacted, and recorded net income tax expense of $7.2 million, or $0.24 per diluted share, during the fourth quarter as a result of this change.  As a result of the new 21% corporate federal tax rate, the Company expects its effective tax rate for 2018 to be approximately 27% to 29%.

Also contributing to the increase in income tax expense in the current quarter, the Company recorded a state income tax benefit of $4.6 million, or $0.16 per diluted share, during the quarter ended September 30, 2017, as a result of increased value to the deferred tax asset related to the Company’s Illinois net loss deduction.  As part of a budget package passed by the Legislature of the State of Illinois, the Illinois corporate income tax rate increased from 5.25% to 7.00% effective July 1, 2017.

STATEMENTS OF FINANCIAL CONDITION

Total assets were $3.4 billion at December 31, 2017, an increase of $60.7 million from $3.3 billion at September 30, 2017, and an increase of $70.3 million compared to $3.3 billion at December 31, 2016.

The increase was primarily due to:

• An increase in loans and leases of $61.0 million from $2.2 billion at September 30, 2017 to $2.3 billion at December 31, 2017; and

• An increase in due from counterparty of $18.7 million due to an increase in loans sold and not settled at December 31, 2017.

Partially offset by:

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• A decrease in net deferred tax assets of $10.4 million, to $50.0 million, primarily due to the revaluing of the asset during the fourth quarter of 2017.

The following table shows our allocation of the originated, acquired impaired and acquired non-impaired loans and leases at the dates indicated:

	December 31, 2017						September 30, 2017						December 31, 2016
(dollars in thousands)	Amount			% of Total			Amount			% of Total			Amount			% of Total
Originated loans and leases
Commercial real estate	$	513,622			22.5	%	$	463,020			20.9	%	$	338,752			15.8	%
Residential real estate		400,571			17.6	%		398,062			18.0	%		394,168			18.3	%
Construction, land development, and    other land		97,638			4.3	%		85,666			3.9	%		119,357			5.6	%
Commercial and industrial		416,499			18.3	%		390,331			17.6	%		309,097			14.4	%
Installment and other		3,724			0.2	%		2,726			0.1	%		2,021			0.1	%
Leasing financing receivables		141,329			6.2	%		134,193			6.0	%		118,493			5.5	%
Total originated loans and leases	$	1,573,383			69.1	%	$	1,473,998			66.5	%	$	1,281,888			59.7	%
Acquired impaired loans
Commercial real estate	$	166,712			7.3	%	$	173,106			7.8	%	$	207,303			9.7	%
Residential real estate		144,562			6.4	%		152,149			6.9	%		175,717			8.2	%
Construction, land development, and    other land		5,946			0.3	%		5,424			0.2	%		6,979			0.3	%
Commercial and industrial		10,008			0.4	%		11,433			0.5	%		13,464			0.6	%
Installment and other		462			0.0	%		488			0.0	%		574			0.0	%
Total acquired impaired loans	$	327,690			14.4	%	$	342,600			15.4	%	$	404,037			18.8	%
Acquired non-impaired loans and leases
Commercial real estate	$	211,359			9.3	%	$	225,759			10.2	%	$	250,289			11.6	%
Residential real estate		32,085			1.4	%		32,451			1.5	%		40,853			1.9	%
Construction, land development, and    other land		1,845			0.1	%		3,214			0.2	%		14,430			0.7	%
Commercial and industrial		94,731			4.1	%		100,291			4.5	%		115,677			5.4	%
Installment and other		42			0.0	%		38			0.0	%		364			0.0	%
Leasing financing receivables		36,357			1.6	%		38,148			1.7	%		40,473			1.9	%
Total acquired non-impaired loans    and leases	$	376,419			16.5	%	$	399,901			18.1	%	$	462,086			21.5	%
Total loans and leases	$	2,277,492			100.0	%	$	2,216,499			100.0	%	$	2,148,011			100.0	%
Allowance for loan and lease losses		(16,706	)					(15,980	)					(10,923	)
Total loans and leases, net of allowance for    loan and lease losses	$	2,260,786					$	2,200,519					$	2,137,088

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ASSET QUALITY

Non-Performing Assets

The following table sets forth the amounts of non-performing loans and leases, non-performing assets, and other real estate owned at the dates indicated:

(dollars in thousands)	December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016
Non-accrual loans and leases	$	15,763		$	15,121		$	15,296		$	7,843		$	6,784
Past due loans and leases 90 days or more    and still accruing interest		—			—			—			—			—
Accruing troubled debt restructured loans		1,061			1,631			981			1,004			602
Total non-performing loans and leases		16,824			16,752			16,277			8,847			7,386
Other real estate owned		10,626			13,859			12,684			13,173			16,570
Total non-performing assets	$	27,450		$	30,611		$	28,961		$	22,020		$	23,956
Total non-performing loans and leases as a    percentage of total loans and leases		0.74	%		0.76	%		0.76	%		0.41	%		0.34	%
Total non-performing assets as a percentage    of total assets		0.82	%		0.93	%		0.86	%		0.67	%		0.73	%
Allowance for loan and lease losses as a    percentage of non-performing loans and    leases		99.30	%		95.39	%		85.82	%		133.57	%		147.88	%

Variances in non-performing assets:

• Non-performing loans and leases were $16.8 million at December 31, 2017 and September 30, 2017; and

• Other real estate owned was $10.6 million at December 31, 2017, a decrease of $3.2 million from $13.9 million at September 30, 2017.

Allowance for Loan and Lease Losses

The following table presents the balance and activity within the allowance for loan and lease losses for the periods indicated:

	Three Months Ended												Year Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,
(dollars in thousands)	2017			2017			2017			2017			2017			2016
Allowance for loan and lease losses,    beginning of period	$	15,980		$	13,969		$	11,817		$	10,923		$	10,923		$	7,632
Provision for loan and lease losses		3,347			3,900			3,515			1,891			12,653			10,352
Net (charge-offs) recoveries of loans		(2,621	)		(1,889	)		(1,363	)		(997	)		(6,870	)		(7,061	)
Allowance for loan and lease losses,    end of period	$	16,706		$	15,980		$	13,969		$	11,817		$	16,706		$	10,923
Allowance for loan and lease losses to    period end total loans held for    investment		0.73	%		0.72	%		0.65	%		0.55	%		0.73	%		0.51	%
Net charge-offs (annualized) to average    loans outstanding during the period		0.46	%		0.34	%		0.26	%		0.19	%		0.31	%		0.42	%
Provision for loan and lease losses to    net charge-offs during the period		1.28	x		2.06	x		2.58	x		1.90	x		1.84	x		1.47	x

The allowance for loan and lease losses as a percentage of total loans and leases held for investment increased from 0.72% at September 30, 2017 to 0.73% at December 31, 2017.

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Net Charge-Offs

Net charge-offs during the fourth quarter of 2017 were $2.6 million, or 0.46% of average loans and leases, on an annualized basis, an increase of $732,000 compared to $1.9 million, or 0.34%, during the third quarter of 2017, and 0.31% for the year ended December 31, 2017.

Net charge-offs for the fourth quarter of 2017 included $2.1 million in the non-guaranteed portion of SBA loans and $84,000 for commercial banking while net charge-offs for the third quarter of 2017 included $591,000 in the non-guaranteed portion of SBA loans and $846,000 for commercial banking.

Deposits and Other Liabilities

The following table presents the composition of deposits at the dates indicated:

	December 31,		September 30,		June 30,		March 31,		December 31,
(dollars in thousands)	2017		2017		2017		2017		2016
Non-interest bearing demand deposits	$	760,887	$	753,662	$	781,636	$	732,267	$	724,457
Interest bearing checking accounts		186,611		187,232		182,351		192,317		173,929
Money market demand accounts		349,862		418,006		353,304		393,372		369,074
Other savings		437,212		435,536		445,220		446,847		446,418
Time deposits (below $100,000)		368,549		377,929		395,385		407,471		392,854
Time deposits ($100,000 and above)		340,208		348,564		382,702		403,565		383,662
Total deposits	$	2,443,329	$	2,520,929	$	2,540,598	$	2,575,839	$	2,490,394

Total deposits were $2.4 billion at December 31, 2017, a decrease of $77.6 million compared to the previous quarter and a decrease of $47.1 million compared to December 31, 2016.

The decrease in the current quarter was primarily due to:

• A decrease in money market deposits of $68.1 million, from $418.0 million at September 30, 2017 to $349.9 million at December 31, 2017, primarily due to variability in a public deposit relationship during the fourth quarter 2017; and

• A decrease in time deposits of $17.7 million, from $726.5 million at September 30, 2017 to $708.8 million at December 31, 2017. The decrease in balances was driven by the non-renewal of prior promotional rate time deposits.

Partially offset by:

• An increase in non-interest bearing demand deposits of $7.2 million, from $753.7 million at September 30, 2017 to $760.9 million at December 31, 2017; and

• An increase in savings deposits of $1.7 million, from $435.5 million at September 30, 2017 to $437.2 million at December 31, 2017.

Total borrowings and other liabilities were $464.2 million at December 31, 2017, an increase of $139.2 million from $325.0 million at September 30, 2017, and an increase of $41.7 million from $422.8 million at December 31, 2016.

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The increase was primarily due to:

• An increase in Federal Home Loan Bank advances of $126.9 million, from $234.6 million at September 30, 2017 to $361.5 million at December 31, 2017, primarily due to the Bank’s ongoing funding needs as a result of increased loan demand; and

• An increase in accrued expenses and other liabilities of $11.6 million, from $30.9 million at September 30, 2017 to $42.6 million at December 31, 2017, primarily due to loan purchases not yet settled of $9.8 million during the fourth quarter of 2017.

Stockholders’ Equity

Total stockholders’ equity was $458.6 million at December 31, 2017, a decrease of $1.0 million from $459.5 million at September 30, 2017, and an increase of $75.9 million from $382.7 million at December 31, 2016.  

The following table presents the actual regulatory capital dollar amounts and ratios of the Company and Byline Bank as of December 31, 2017:

	Actual					Minimum Capital Required					Required for the Bank to be Considered Well Capitalized
December 31, 2017	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital to risk weighted assets:
Company	$	410,831		15.98	%	$	205,661		8.00	%	N/A		N/A
Bank		367,972		14.28	%		206,083		8.00	%	$	257,604		10.00	%
Tier 1 capital to risk weighted assets:
Company	$	392,520		15.27	%	$	154,246		6.00	%	N/A		N/A
Bank		349,662		13.57	%		154,562		6.00	%	$	206,083		8.00	%
Common Equity Tier 1 (CET1) to    risk weighted assets:
Company	$	353,995		13.77	%	$	115,684		4.50	%	N/A		N/A
Bank		349,662		13.57	%		115,922		4.50	%	$	167,442		6.50	%
Tier 1 capital to average assets:
Company	$	392,520		12.25	%	$	128,178		4.00	%	N/A		N/A
Bank		349,662		10.89	%		128,409		4.00	%	$	160,511		5.00	%

Capital ratios for the period presented are based on the Basel III regulatory capital framework as applied to the Company’s current business and operations, and are subject to, among other things, completion and filing of the Company’s regulatory reports and ongoing regulatory review and implementation guidance.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call and webcast at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) on Friday, January 26, 2018 to discuss its quarterly financial results.  Analysts and investors may participate in the question-and-answer session. The call can be accessed via telephone at (888) 317-6016.  A recorded replay can be accessed through February 9, 2018 by dialing (877) 344-7529; passcode: 10115834.

A slide presentation relating to the fourth quarter 2017 results will be accessible prior to the scheduled conference call.  The slide presentation and webcast of the conference call can be accessed on the News and Events page of the Company’s investor relations websiteatwww.bylinebancorp.com.

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About Byline Bancorp, Inc.

Headquartered in Chicago, Byline Bancorp, Inc. is the parent company for Byline Bank, a full service commercial bank serving small- and medium-sized businesses, financial sponsors, and consumers. Byline Bank has approximately $3.4 billion in assets and operates more than 50 full service branch locations throughout the Chicago and Milwaukee metropolitan areas. Byline Bank offers a broad range of commercial and retail banking products and services including small ticket equipment leasing solutions and is one of the top 10 Small Business Administration lenders in the United States.  

Non-GAAP Financial Measures

This release contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These measures include non-interest income to total revenues, pre-tax pre-provision return on average assets, tangible book value per share and tangible common equity to tangible assets. Management believes that these non-GAAP financial measures provide useful information to management and investors that is supplementary to the Company’s financial condition, results of operations and cash flows computed in accordance with GAAP; however, management acknowledges that our non-GAAP financial measures have a number of limitations. As such, these disclosures should not be viewed as a substitute for results determined in accordance with GAAP financial measures that we and other companies use. Management also uses these measures for peer comparison. See “Reconciliation of Non-GAAP Financial Measures” in the financial schedules included in this press release for a reconciliation of the non-GAAP financial measures to the comparable GAAP financial measures.

Adjusted net income excludes significant items, which include the net deferred tax asset valuation reversal, incremental income tax benefit related to Illinois corporate income tax rate increase, incremental income tax expense related to federal corporate income tax reduction, impairment charges on assets held for sale, and merger related expense, adjusted for applicable income tax.  Management believes the significant items are not indicative of or useful to measure the Company’s operating performance on an ongoing basis.

Non-interest income to total revenues is non-interest income divided by net interest income plus non-interest income. Management believes that it is standard practice in the industry to present non-interest income as a percentage of total revenue. Accordingly, management believes providing these measures may be useful for peer comparison.

Pre-tax pre-provision return on average assets is pre-tax income plus the provision for loan and lease losses, divided by average assets. Management believes this metric is important due to the tax benefit resulting from the reversal of the net deferred tax asset valuation allowance, the decrease in the federal corporate income tax rate, and the increase in the Illinois state income tax rate. The ratio demonstrates profitability excluding the tax provision or benefit and excludes the provision for loan and lease losses.  

Tangible book value per share is calculated as tangible common equity, which is stockholders’ equity reduced by preferred stock and goodwill and other intangible assets, divided by total shares of common stock outstanding.  Management believes this metric is important due to the relative changes in the book value per share exclusive of changes in intangible assets.

Tangible common equity to tangible assets is calculated as tangible common equity divided by tangible assets, which is total assets reduced by goodwill and other intangible assets. Management believes this

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measure is important to investors and analysts interested in relative changes in the ratio of total stockholders’ equity to total assets, each exclusive of changes in intangible assets.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, made through the use of words or phrases such as ‘‘may’’, ‘‘might’’, ‘‘should’’, ‘‘could’’, ‘‘predict’’, ‘‘potential’’, ‘‘believe’’, ‘‘expect’’, ‘‘continue’’, ‘‘will’’, ‘‘anticipate’’, ‘‘seek’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘projection’’, ‘‘would’’, ‘‘annualized’’, “target” and ‘‘outlook’’, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements reflect various assumptions and involve elements of subjective judgement and analysis, which may or may not prove to be correct, and which are subject to uncertainties and contingencies outside the control of Byline and its respective affiliates, directors, employees and other representatives, which could cause actual results to differ materially from those presented in this communication. No representations, warranties or guarantees are or will be made by Byline as to the reliability, accuracy or completeness of any forward-looking statements contained in this communication or that such forward-looking statements are or will remain based on reasonable assumptions. You should not place undue reliance on any forward-looking statements contained in this communication. Forward-looking statements speak only as of the date they are made, and we assume no obligation to update any of these statements in light of new information, future events or otherwise unless required under the federal securities laws.

Additional Information

The information included herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. Byline will file a registration statement on Form S-4 with the SEC in connection with its proposed acquisition of First Evanston Bancorp, Inc. (“First Evanston”), and First Evanston’s wholly-owned subsidiary, First Bank & Trust. The registration statement will include a joint proxy statement of Byline and First Evanston, which also will constitute a prospectus of Byline, that will be sent to the stockholders of Byline and the shareholders of First Evanston. INVESTORS, STOCKHOLDERS OF BYLINE AND SHAREHOLDERS OF FIRST EVANSTON ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT BYLINE, FIRST EVANSTON AND THE PROPOSED TRANSACTION. When filed, the joint proxy statement/prospectus and other documents relating to the merger filed by Byline with the SEC can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Byline’s website at www.bylinebancorp.com under the tab “About Us-Investor Relations.” Alternatively, these documents, when available, can be obtained free of charge from Byline upon written request to Byline Bancorp, Inc., Attn: Corporate Secretary, 180 North LaSalle Street, Suite 300, Chicago, Illinois 60601, 60018 or by calling (773) 244-7000, or from First Evanston upon written request to First Evanston Bancorp, Inc., Attn: Corporate Secretary, 820 Church Street, Evanston, Illinois 60201 or by calling (847) 733-7400.

Participants in this Transaction

Byline, First Evanston, their respective directors and executive officers and certain of their other members of management and employees may be deemed to be participants in the solicitation of proxies from Byline’s stockholders and First Evanston’s shareholders in connection with the proposed

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transaction. Information about the directors and executive officers of Byline may be found in the prospectus of Byline relating to its initial public offering of common stock filed with the SEC on July 3, 2017, a copy of which can be obtained free of charge from Byline or from the SEC’s website as indicated above. In addition, information about the directors and executive officers of Byline and First Evanston and other persons who may be deemed participants in the transaction will be included in the joint proxy statement/prospectus and other relevant materials when filed with the SEC.

Contacts:

Investors:	Media:
Allyson Pooley/Tony Rossi	Erin O’Neill
Financial Profiles, Inc.	Director of Marketing
IRBY@bylinebank.com	Byline Bank
	773-475-2901
	eoneill@bylinebank.com

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BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)

(dollars in thousands)	December 31, 2017			September 30, 2017			June 30, 2017			March 31, 2017			December 31, 2016
ASSETS
Cash and due from banks	$	19,404		$	16,193		$	17,740		$	15,541		$	17,735
Interest bearing deposits with other banks		38,945			46,043			62,081			67,726			28,798
Cash and cash equivalents		58,349			62,236			79,821			83,267			46,533
Securities available-for-sale, at fair value		583,236			584,684			591,933			590,507			608,560
Securities held-to-maturity, at amortized cost		117,163			121,453			127,397			132,897			138,846
Restricted stock, at cost		16,343			10,628			11,978			9,503			14,993
Loans held for sale		5,212			2,087			6,835			23,492			23,976
Loans and leases:
Loans and leases		2,277,492			2,216,499			2,149,390			2,143,534			2,148,011
Allowance for loan and lease losses		(16,706	)		(15,980	)		(13,969	)		(11,817	)		(10,923	)
Net loans and leases		2,260,786			2,200,519			2,135,421			2,131,717			2,137,088
Servicing assets, at fair value		21,400			21,669			21,424			21,223			21,091
Accrued interest receivable		7,670			7,183			6,961			7,498			6,866
Premises and equipment, net		95,224			96,334			98,891			99,563			102,074
Assets held for sale		9,779			12,938			13,666			13,666			14,748
Other real estate owned, net		10,626			13,859			12,684			13,173			16,570
Goodwill		51,975			51,975			51,975			51,975			51,975
Other intangible assets, net		16,756			17,522			18,290			19,058			19,826
Bank-owned life insurance		5,718			5,680			5,643			6,676			6,557
Deferred tax assets, net		49,963			60,350			58,784			62,925			67,760
Due from broker		—			—			82,699			—			—
Due from counterparty		39,824			21,084			19,257			—			—
Other assets		16,106			15,241			16,463			17,573			18,367
Total assets	$	3,366,130		$	3,305,442		$	3,360,122		$	3,284,713		$	3,295,830
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Non-interest bearing demand deposits	$	760,887		$	753,662		$	781,636		$	732,267		$	724,457
Interest bearing deposits:
NOW, savings accounts, and money market accounts		973,685			1,040,774			980,875			1,032,536			989,421
Time deposits		708,757			726,493			778,087			811,036			776,516
Total deposits		2,443,329			2,520,929			2,540,598			2,575,839			2,490,394
Accrued interest payable		1,306			1,184			1,562			1,893			2,427
Line of credit		—			—			16,150			18,150			20,650
Federal Home Loan Bank advances		361,506			234,559			219,611			209,663			313,715
Securities sold under agreements to repurchase		31,187			30,807			32,429			31,940			17,249
Junior subordinated debentures issued to capital trusts, net		27,647			27,482			27,309			27,130			26,926
Accrued expenses and other liabilities		42,577			30,948			74,732			30,415			41,811
Total liabilities		2,907,552			2,845,909			2,912,391			2,895,030			2,913,172
STOCKHOLDERS’ EQUITY
Preferred stock		10,438			10,438			10,438			25,441			25,441
Common stock		292			292			292			—			—
Additional paid-in capital		391,586			391,040			390,660			313,838			313,552
Retained earnings		61,349			62,311			52,753			57,304			50,933
Accumulated other comprehensive loss, net of tax		(5,087	)		(4,548	)		(6,412	)		(6,900	)		(7,268	)
Total stockholders’ equity		458,578			459,533			447,731			389,683			382,658
Total liabilities and stockholders’ equity	$	3,366,130		$	3,305,442		$	3,360,122		$	3,284,713		$	3,295,830

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BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended												Year Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,
(dollars in thousands, except share and per share data)	2017			2017			2017			2017			2017			2016
INTEREST AND DIVIDEND INCOME
Interest and fees on loans and leases	$	31,896		$	30,933		$	29,181		$	28,396		$	120,406		$	83,150
Interest on taxable securities		3,679			3,720			3,703			3,790			14,892			14,169
Interest on tax-exempt securities		176			174			151			133			634			653
Other interest and dividend income		205			217			280			169			871			393
Total interest and dividend income		35,956			35,044			33,315			32,488			136,803			98,365
INTEREST EXPENSE
Deposits		2,218			2,112			1,923			1,483			7,736			4,580
Federal Home Loan Bank advances		1,009			850			772			660			3,291			706
Subordinated debentures and other borrowings		578			670			809			807			2,864			2,461
Total interest expense		3,805			3,632			3,504			2,950			13,891			7,747
Net interest income		32,151			31,412			29,811			29,538			122,912			90,618
PROVISION FOR LOAN AND LEASE LOSSES		3,347			3,900			3,515			1,891			12,653			10,352
Net interest income after provision for    loan and lease losses		28,804			27,512			26,296			27,647			110,259			80,266
NON-INTEREST INCOME
Fees and service charges on deposits		1,304			1,418			1,348			1,219			5,289			5,665
Servicing fees		704			959			1,076			919			3,658			1,906
ATM and interchange fees		1,498			1,495			1,499			1,348			5,840			5,856
Net gains on sales of securities available-for-    sale		—			—			—			8			8			3,227
Net gains on sales of loans		9,036			7,499			8,445			8,082			33,062			4,323
Other non-interest income		97			547			825			732			2,201			4,927
Total non-interest income		12,639			11,918			13,193			12,308			50,058			25,904
NON-INTEREST EXPENSE
Salaries and employee benefits		17,118			16,323			17,226			16,602			67,269			50,585
Occupancy expense, net		3,553			3,301			3,485			3,739			14,078			14,330
Equipment expense		663			630			616			563			2,472			2,032
Loan and lease related expenses		1,116			891			801			877			3,685			2,004
Legal, audit and other professional fees		2,658			1,608			1,090			1,671			7,027			5,862
Data processing		2,284			2,399			2,447			2,409			9,539			8,157
Net (gain) loss recognized on other real estate    owned and other related expenses		(430	)		565			141			(570	)		(294	)		1,719
Regulatory assessments		299			326			384			184			1,193			2,553
Other intangible assets amortization expense		767			769			769			769			3,074			3,003
Advertising and promotions		232			196			318			289			1,035			623
Telecommunications		428			351			396			418			1,593			1,698
Other non-interest expense		1,670			3,706			1,576			1,900			8,852			8,120
Total non-interest expense		30,358			31,065			29,249			28,851			119,523			100,686
INCOME BEFORE PROVISION FOR INCOME    TAXES		11,085			8,365			10,240			11,104			40,794			5,484
PROVISION (BENEFIT) FOR INCOME TAXES		11,851			(1,390	)		4,094			4,544			19,099			(61,245	)
NET INCOME (LOSS)		(766	)		9,755			6,146			6,560			21,695			66,729
Dividends on preferred shares		196			195			10,697			189			11,277			—
INCOME AVAILABLE (LOSS    ATTRIBUTABLE) TO COMMON    STOCKHOLDERS	$	(962	)	$	9,560		$	(4,551	)	$	6,371		$	10,418		$	66,729
EARNINGS (LOSS) PER COMMON SHARE
Basic	$	(0.03	)	$	0.33		$	(0.18	)	$	0.26		$	0.39		$	3.31
Diluted	$	(0.03	)	$	0.32		$	(0.18	)	$	0.25		$	0.38		$	3.27
Weighted average common shares    outstanding for basic earnings (loss) per    common share		29,246,900			29,246,900			24,667,587			24,616,706			26,963,517			20,141,627
Diluted weighted average common shares    outstanding for diluted earnings (loss) per    common share		29,246,900			29,752,331			24,667,587			25,078,427			27,545,523			20,430,780

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BYLINE BANCORP, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA (unaudited)

	As of or For the Three Months Ended												As of or For the Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,
(dollars in thousands, except share and per share data)	2017			2017			2017			2017			2017			2016
Summary of Operations
Net interest income	$	32,151		$	31,412		$	29,811		$	29,538		$	122,912		$	90,618
Provision for loan and lease losses		3,347			3,900			3,515			1,891			12,653			10,352
Non-interest income		12,639			11,918			13,193			12,308			50,058			25,904
Non-interest expense		30,358			31,065			29,249			28,851			119,523			100,686
Income before provision for income taxes		11,085			8,365			10,240			11,104			40,794			5,484
Provision (benefit) for income taxes		11,851			(1,390	)		4,094			4,544			19,099			(61,245	)
Net income (loss)		(766	)		9,755			6,146			6,560			21,695			66,729
Dividends on preferred shares		196			195			10,697			189			11,277			—
Net income available (loss attributable) to    common stockholders	$	(962	)	$	9,560		$	(4,551	)	$	6,371		$	10,418		$	66,729
Earnings per Common Share
Basic earnings (loss) per common share	$	(0.03	)	$	0.33		$	(0.18	)	$	0.26		$	0.39		$	3.31
Diluted earnings (loss) per common share	$	(0.03	)	$	0.32		$	(0.18	)	$	0.25		$	0.38		$	3.27
Weighted average common shares outstanding    (basic)		29,246,900			29,246,900			24,667,587			24,616,706			26,963,517			20,141,627
Weighted average common shares outstanding    (diluted)		29,246,900			29,752,331			24,667,587			25,078,427			27,545,523			20,430,780
Common shares outstanding		29,317,298			29,305,400			29,246,900			24,616,706			29,317,298			24,616,706
Key Ratios (annualized where applicable)
Net interest margin		4.26	%		4.18	%		4.02	%		4.00	%		4.11	%		3.59	%
Cost of deposits		0.35	%		0.33	%		0.30	%		0.24	%		0.31	%		0.20	%
Efficiency ratio(1)		66.06	%		69.92	%		66.23	%		67.11	%		67.32	%		83.83	%
Non-interest expense to average assets		3.64	%		3.73	%		3.57	%		3.53	%		3.64	%		3.66	%
Return on average stockholders' equity		(0.66	)%		8.44	%		6.21	%		6.83	%		5.08	%		27.93	%
Return on average assets		(0.09	)%		1.17	%		0.75	%		0.80	%		0.66	%		2.42	%
Non-interest income to total revenues(2)		28.22	%		27.51	%		30.68	%		29.41	%		28.94	%		22.23	%
Pre-tax pre-provision return on average assets(2)		1.73	%		1.47	%		1.68	%		1.59	%		1.62	%		0.57	%
Non-interest bearing deposits to total deposits		31.14	%		29.90	%		30.77	%		28.43	%		31.14	%		29.09	%
Deposits per branch	$	43,631		$	44,227		$	44,572		$	45,190		$	43,631		$	43,691
Loans and leases held for sale and loans and lease    held for investment to total deposits		93.43	%		88.01	%		84.87	%		84.13	%		93.43	%		87.21	%
Deposits to total liabilities		84.03	%		88.58	%		87.23	%		88.97	%		84.03	%		85.49	%
Tangible book value per common share(2)	$	12.94		$	12.95		$	12.55		$	11.91		$	12.94		$	11.59
Asset Quality Ratios
Non-performing loans and leases to total loan and    leases held for investment, net before ALLL		0.74	%		0.76	%		0.76	%		0.41	%		0.74	%		0.34	%
ALLL to total loans and leases held for investment,    net before ALLL		0.73	%		0.72	%		0.65	%		0.55	%		0.73	%		0.51	%
Net charge-offs to average total loans and leases    held for investment, net before ALLL		0.46	%		0.34	%		0.26	%		0.19	%		0.31	%		0.42	%
Acquisition accounting adjustments(3)	$	31,693		$	34,249		$	37,713		$	41,024		$	31,693		$	43,242
Capital Ratios
Common equity to assets		13.31	%		13.59	%		13.01	%		11.09	%		13.31	%		10.84	%
Tangible common equity to tangible assets(2)		11.51	%		11.73	%		11.16	%		9.12	%		11.51	%		8.85	%
Leverage ratio		12.25	%		11.95	%		11.73	%		9.59	%		12.25	%		10.07	%
Common equity tier 1 capital ratio		13.77	%		13.93	%		13.61	%		10.85	%		13.77	%		11.20	%
Tier 1 capital ratio		15.27	%		15.37	%		15.06	%		12.94	%		15.27	%		12.78	%
Total capital ratio		15.98	%		16.08	%		15.68	%		13.49	%		15.98	%		13.28	%

(1) Represents non-interest expense less amortization of intangible assets divided by net interest income and non-interest income.

(2) Represents a non-GAAP financial measure.  See Reconciliation of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

(3) Represents the remaining unamortized premium or unaccreted discount as a result of applying the fair value adjustment at the time of the business combination on acquired loans.

Byline Bancorp, Inc.

Page 17 of 20

BYLINE BANCORP, INC. AND SUBSIDIARIES

QUARTER-TO-DATE STATEMENT OF AVERAGE INTEREST-EARNING ASSETS AND AVERAGE INTEREST-BEARING LIABILITIES (unaudited)

	For the Three Months Ended December 31,
	2017								2016
(dollars in thousands)	Average Balance(5)			Interest Inc / Exp		Average Yield / Rate			Average Balance(5)			Interest Inc / Exp		Average Yield / Rate
ASSETS
Cash and cash equivalents	$	38,908		$	74		0.75	%	$	41,780		$	42		0.40	%
Loans and leases(1)		2,233,863			31,896		5.66	%		2,062,583			26,816		5.17	%
Securities available-for-sale		588,482			3,166		2.13	%		641,200			3,073		1.91	%
Securities held-to-maturity		106,367			644		2.40	%		129,564			701		2.15	%
Tax exempt securities (2)		27,504			176		2.55	%		19,228			144		2.98	%
Total interest-earning assets	$	2,995,124		$	35,956		4.76	%	$	2,894,355		$	30,776		4.23	%
Allowance for loan and lease losses		(16,844	)							(6,971	)
All other assets		325,393								253,490
TOTAL ASSETS	$	3,303,673							$	3,140,874
LIABILITIES AND STOCKHOLDERS’    EQUITY
Deposits
Interest checking	$	188,457		$	31		0.07	%	$	186,695		$	34		0.07	%
Money market accounts		384,864			344		0.35	%		408,738			245		0.24	%
Savings		436,916			78		0.07	%		444,500			80		0.07	%
Time deposits		709,044			1,765		0.99	%		751,312			939		0.50	%
Total interest bearing deposits		1,719,281			2,218		0.51	%		1,791,245			1,298		0.29	%
Federal Home Loan Bank advances		261,888			1,009		1.53	%		232,607			335		0.57	%
Other borrowed funds		58,794			578		3.90	%		67,663			890		5.23	%
Total borrowings		320,682			1,587		1.96	%		300,270			1,225		1.62	%
Total interest-bearing liabilities	$	2,039,963		$	3,805		0.74	%	$	2,091,515		$	2,523		0.48	%
Non-interest bearing demand deposits		767,985								712,141
Other liabilities		32,424								43,169
Total stockholders’ equity		463,301								294,049
TOTAL LIABILITIES AND    STOCKHOLDERS’ EQUITY	$	3,303,673							$	3,140,874
Net interest spread(3)							4.02	%							3.75	%
Net interest income				$	32,151							$	28,253
Net interest margin(4)							4.26	%							3.88	%
Net loan accretion impact on margin				$	2,301		0.30	%				$	1,292		0.18	%
Net interest margin excluding loan    accretion(6)							3.96	%							3.70	%

(1) Loan and lease balances are net of deferred origination fees and costs and initial indirect costs.  Non-accrual loans and leases are included in total loan and lease balances.

(2) Interest income and rates exclude the effects of a tax equivalent adjustment to adjust tax exempt investment income on tax exempt investment securities to a fully taxable basis due to immateriality.

(3) Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4) Represents net interest income (annualized) divided by total average earning assets.

(5) Average balances are average daily balances.

(6) Represents a non-GAAP financial measure.  See “Reconciliation of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

Byline Bancorp, Inc.

Page 18 of 20

BYLINE BANCORP, INC. AND SUBSIDIARIES

YEAR-TO-DATE STATEMENT OF AVERAGE INTEREST-EARNING ASSETS AND AVERAGE INTEREST-BEARING LIABILITIES (unaudited)

	For the Year Ended December 31,
	2017								2016
(dollars in thousands)	Average Balance(5)			Interest Inc / Exp		Average Yield / Rate			Average Balance(5)			Interest Inc / Exp		Average Yield / Rate
ASSETS
Cash and cash equivalents	$	50,865		$	401		0.79	%	$	32,927		$	109		0.33	%
Loans and leases(1)		2,193,956			120,406		5.48	%		1,674,315			83,150		4.97	%
Securities available-for-sale		604,762			12,691		2.10	%		667,502			11,720		1.76	%
Securities held-to-maturity		114,143			2,671		2.34	%		134,477			2,733		2.03	%
Tax exempt securities (2)		23,413			634		2.71	%		20,504			653		3.18	%
Total interest-earning assets	$	2,987,139		$	136,803		4.58	%	$	2,529,725		$	98,365		3.89	%
Allowance for loan and lease losses		(13,755	)							(7,385	)
All other assets		328,847								232,398
TOTAL ASSETS	$	3,302,231							$	2,754,738
LIABILITIES AND STOCKHOLDERS’    EQUITY
Deposits
Interest checking	$	186,177		$	118		0.06	%	$	187,042		$	131		0.07	%
Money market accounts		378,796			1,056		0.28	%		401,628			992		0.25	%
Savings		443,024			316		0.07	%		442,458			307		0.07	%
Time deposits		764,114			6,246		0.82	%		583,022			3,150		0.54	%
Total interest bearing deposits		1,772,111			7,736		0.44	%		1,614,150			4,580		0.28	%
Federal Home Loan Bank advances		252,720			3,291		1.30	%		151,508			706		0.47	%
Other borrowed funds		66,280			2,864		4.32	%		45,172			2,461		5.45	%
Total borrowings		319,000			6,155		1.93	%		196,680			3,167		1.61	%
Total interest-bearing liabilities	$	2,091,111		$	13,891		0.66	%	$	1,810,830		$	7,747		0.43	%
Non-interest bearing demand deposits		744,797								666,221
Other liabilities		38,984								38,737
Total stockholders’ equity		427,339								238,950
TOTAL LIABILITIES AND    STOCKHOLDERS’ EQUITY	$	3,302,231							$	2,754,738
Net interest spread(3)							3.92	%							3.46	%
Net interest income				$	122,912							$	90,618
Net interest margin(4)							4.11	%							3.59	%
Net loan accretion impact on margin				$	8,647		0.29	%				$	2,795		0.11	%
Net interest margin excluding loan    accretion(6)							3.82	%							3.48	%

(1) Loan and lease balances are net of deferred origination fees and costs and initial indirect costs.  Non-accrual loans and leases are included in total loan and lease balances.

(2) Interest income and rates exclude the effects of a tax equivalent adjustment to adjust tax exempt investment income on tax exempt investment securities to a fully taxable basis due to immateriality.

(3) Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4) Represents net interest income (annualized) divided by total average earning assets.

(5) Average balances are average daily balances.

(6) Represents a non-GAAP financial measure.  See “Reconciliation of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

Byline Bancorp, Inc.

Page 19 of 20

BYLINE BANCORP, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

	As of or For the Three Months Ended												As of or For the Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,			December 31,
(dollars in thousands, except share and per share data)(ratios annualized, where applicable)	2017			2017			2017			2017			2017			2016
Net interest margin:
Reported net interest margin		4.26	%		4.18	%		4.02	%		4.00	%		4.11	%		3.59	%
Effect of accretion income on    acquired loans		(0.30	)%		(0.29	)%		(0.33	)%		(0.23	)%		(0.29	)%		(0.11	)%
Net interest margin excluding    accretion		3.96	%		3.89	%		3.69	%		3.77	%		3.82	%		3.48	%
Total revenues:
Net interest income	$	32,151		$	31,412		$	29,811		$	29,538		$	122,912		$	90,618
Add: Non-interest income		12,639			11,918			13,193			12,308			50,058			25,904
Total revenues	$	44,790		$	43,330		$	43,004		$	41,846		$	172,970		$	116,522
Non-interest income to total    revenues:
Non-interest income	$	12,639		$	11,918		$	13,193		$	12,308		$	50,058		$	25,904
Total revenues		44,790			43,330			43,004			41,846			172,970			116,522
Non-interest income to total    revenues		28.22	%		27.51	%		30.68	%		29.41	%		28.94	%		22.23	%
Pre-tax pre-provision net income:
Pre-tax income	$	11,085		$	8,365		$	10,240		$	11,104		$	40,794		$	5,484
Add: Provision for loan and lease    losses		3,347			3,900			3,515			1,891			12,653			10,352
Pre-tax pre-provision net income	$	14,432		$	12,265		$	13,755		$	12,995		$	53,447		$	15,836
Pre-tax pre-provision return on    average assets:
Total average assets	$	3,303,673		$	3,307,186		$	3,284,665		$	3,315,095		$	3,302,231		$	2,754,738
Pre-tax pre-provision net income		14,432			12,265			13,755			12,995			53,447			15,836
Pre-tax pre-provision return on    average assets		1.73	%		1.47	%		1.68	%		1.59	%		1.62	%		0.57	%
Tangible common equity:
Total stockholders' equity	$	458,578		$	459,533		$	447,731		$	389,683		$	458,578		$	382,658
Less: Preferred stock		10,438			10,438			10,438			25,441			10,438			25,441
Less: Goodwill		51,975			51,975			51,975			51,975			51,975			51,975
Less: Core deposit intangibles and    other intangibles		16,756			17,522			18,290			19,058			16,756			19,826
Tangible common equity	$	379,409		$	379,598		$	367,028		$	293,209		$	379,409		$	285,416
Tangible assets:
Total assets	$	3,366,130		$	3,305,442		$	3,360,122		$	3,284,713		$	3,366,130		$	3,295,830
Less: Goodwill		51,975			51,975			51,975			51,975			51,975			51,975
Less: Core deposit intangibles and    other intangibles		16,756			17,522			18,290			19,058			16,756			19,826
Tangible assets	$	3,297,399		$	3,235,945		$	3,289,857		$	3,213,680		$	3,297,399		$	3,224,029
Tangible book value per share:
Tangible common equity	$	379,409		$	379,598		$	367,028		$	293,209		$	379,409		$	285,416
Shares of common stock outstanding		29,317,298			29,305,400			29,246,900			24,616,706			29,317,298			24,616,706
Tangible book value per share	$	12.94		$	12.95		$	12.55		$	11.91		$	12.94		$	11.59
Tangible common equity to    tangible assets:
Tangible common equity	$	379,409		$	379,598		$	367,028		$	293,209		$	379,409		$	285,416
Tangible assets		3,297,399			3,235,945			3,289,857			3,213,680			3,297,399			3,224,029
Tangible common equity to tangible    assets		11.51	%		11.73	%		11.16	%		9.12	%		11.51	%		8.85	%

Byline Bancorp, Inc.

Page 20 of 20

BYLINE BANCORP, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (continued) (unaudited)

	As of or For the Three Months Ended											As of or For the Twelve Months Ended
	December 31,			September 30,			June 30,			March 31,		December 31,			December 31,
(dollars in thousands, except share and per share data)	2017			2017			2017			2017		2017			2016
Net income and earnings per share excluding significant items
Reported Net Income	$	(766	)	$	9,755		$	6,146		$	6,560	$	21,695		$	66,729
Significant items:
Net deferred tax asset valuation allowance reversal		—			—			—			—		—			(61,377	)
Incremental income tax benefit of state tax rate change		—			(4,790	)		—			—		(4,790	)		—
Incremental income tax expense attributed to federal tax reform		7,154			—			—			—		7,154			—
Impairment charges on assets held for sale		—			951			—			—		951			905
Merger related expense		1,272			—			—			—		1,272			1,550
Tax benefit on impairment charges and merger related expenses		(395	)		(386	)		—			—		(781	)		(31	)
Adjusted Net Income	$	7,265		$	5,530		$	6,146		$	6,560	$	25,501		$	7,776
Reported Diluted Earnings per Share	$	(0.03	)	$	0.32		$	(0.18	)	$	0.25	$	0.38		$	3.27
Significant items:
Net deferred tax asset valuation allowance reversal		—			—			—			—		—			(3.01	)
Incremental income tax benefit of state tax rate change		—			(0.16	)		—			—		(0.17	)		—
Incremental income tax expense attributed to federal tax reform		0.24			—			—			—		0.26			—
Impairment charges on assets held for sale		—			0.03			—			—		0.03			0.04
Merger related expense		0.04			—			—			—		0.05			0.08
Tax benefit on impairment charges and merger related expenses		(0.01	)		(0.01	)		—			—		(0.03	)		—
Adjusted Diluted Earnings per Share	$	0.24		$	0.18		$	(0.18	)	$	0.25	$	0.52		$	0.38