EX-99.1 2 a12-25605_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

News Release

 

 

 

First Midwest Bancorp, Inc.

First Midwest Bancorp, Inc.

One Pierce Place, Suite 1500

Itasca, Illinois 60143-9768

(630) 875-7450

www.firstmidwest.com

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

 

 

 

CONTACT:

Paul F. Clemens

(Investors)

EVP and Chief Financial Officer

(630) 875-7347

paul.clemens@firstmidwest.com

James M. Roolf

(Media)

SVP and Corporate Relations Officer

(630) 875-7533

jim.roolf@firstmidwest.com

 

 

 

 

 

TRADED:

NASDAQ Global Select Market

 

 

 

 

 

 

SYMBOL:

FMBI

 

 

FIRST MIDWEST BANCORP, INC. ANNOUNCES 2012
THIRD QUARTER RESULTS AND SIGNIFICANT CREDIT ACTIONS

 

Dramatic Improvement in Credit Risk Profile, Business Momentum Building

 

ITASCA, IL, October 30, 2012 — Today First Midwest Bancorp, Inc. (the “Company” or “First Midwest”) (NASDAQ NGS: FMBI), the holding company of First Midwest Bank (the “Bank”), reported results of operations and financial condition for third quarter 2012. Net loss for the quarter was $48.5 million, before adjustments for non-vested restricted shares, with net loss applicable to common shares of $47.8 million, or $0.65 per share. Performance for the quarter was impacted by higher provision for loan losses driven by significant initiatives designed to improve the Company’s credit risk profile. This compares to net income applicable to common shares of $6.3 million, or $0.09 per share, for second quarter 2012 and $6.3 million, or $0.09 per share, for third quarter 2011.

 

“During the quarter, First Midwest took aggressive action to pursue loan sale and remediation alternatives for select non-performing and performing potential problem loans,” said Michael L. Scudder, President and Chief Executive Officer of First Midwest Bancorp, Inc. “Such actions were undertaken only after careful analysis of the potential costs and benefits, contrasting the impact of continuing the workout process for these assets versus their accelerated resolution. These actions represent an immediate and meaningful step toward the achievement of our stated goals of improving our credit risk profile and producing reliable and attractive returns for our shareholders.”

 

Mr. Scudder continued, “As we look to the future, our business momentum continues to build. Core earnings for the quarter remained solid with strong underlying loan growth and increased fee-based revenues offsetting the impact of the low interest rate environment. Improvement in our credit risk profile adds to this momentum through meaningful reduction in loan workout and related costs.  As always, we remain focused on tight and balanced control of our operating overhead. This momentum, when combined with our strong capital foundation, positions us well to grow and continue to take advantage of market opportunities.”

 

1


 

SELECT HIGHLIGHTS

 

Credit Risk Profile

 

·                  Targeted $223 million of select non-performing and performing potential problem loans for accelerated resolution, resulting in charge-offs of $99 million.

 

·                  Transferred $171 million of loans to held-for-sale.

 

·                  Modified internal remediation strategies to accelerate resolution of an additional $52 million of loans.

 

·                  Reduced non-performing loans by 46% to 2.15% of total loans, excluding covered loans, compared to second quarter 2012.

 

·                  Lowered performing special mention and substandard loans by 36% from second quarter 2012.

 

·                  Allowance for credit losses at 2.01% of loans, excluding covered loans, representing 105% of non-accrual loans.

 

Building Business Momentum

 

·                  Increased total loans approximately 7% annualized from June 30, 2012, excluding covered loans and the impact of loans transferred to held-for-sale.

 

·                  Acquired Waukegan Savings Bank, resulting in the addition of $46 million in loans and $73 million in deposits, and generating a pre-tax gain of $3 million.

 

·                  Compared to second quarter 2012:

 

·                  Sustained solid pre-tax, pre-provision earnings of $31 million.

 

·                  Increased net interest income to $67 million, with solid net interest margin of 3.83%

 

·                  Improved fee-based revenues by 12% annualized.

 

Active Capital Management

 

·                  Maintained strong Tier 1 common capital to risk-weighted assets at 8.93% while reducing the proportion of non-performing assets to allowance for credit losses plus tangible equity by 31%.

 

·                  Repurchased $4 million of 6.95% junior subordinated debentures and $12 million of 5.85% subordinated notes on October 1, 2012.

 

SIGNIFICANT QUARTER EVENTS

 

Accelerated Credit Remediation Actions

 

Aggregate Credit Actions

(Dollar amounts in thousands)

 

 

 

Book Value
Prior to
Transfer or
Action

 

Charge-offs

 

Adjusted
Book Value

 

% of
Book Value

 

Loan resolution activities:

 

 

 

 

 

 

 

 

 

Transferred to held-for-sale

 

$

171,052

 

$

80,260

 

$

90,792

 

53.1

%

Modified disposition strategies

 

52,350

 

18,846

 

33,504

 

64.0

%

Total

 

$

223,402

 

$

99,106

 

$

124,296

 

55.6

%

 

During third quarter 2012, the Company elected to adjust its existing remediation strategies for $223.4 million of non-performing and performing potential problem loans to more aggressively pursue their liquidation, resulting in charge-offs of $99.1 million. These actions were undertaken after careful analysis of the potential costs and benefits, including an assessment of the impact of continuing the remediation process for these assets and the estimated timeframe for resolution.

 

2


 

Approximately $52.4 million, or 23.4%, of these loans represented either non-performing loans that were resolved through foreclosure and the underlying collateral was transferred to other real estate owned (“OREO”) or performing loans, which were transferred to non-accrual status to facilitate future restructuring.

 

In connection with the preparation of the Company’s quarterly financial statements, the remaining $171.1 million, or 76.6%, of these loans was transferred to held-for-sale status in anticipation of disposition through wholesale loan transactions expected to be completed during fourth quarter 2012. Based on the longer term prospects for credit improvement or remediation strategies, management identified certain non-performing and performing potential problem loans for transfer to held-for-sale since they were subject to elevated future performance risk. Approximately 65% of the loans transferred were categorized as commercial real estate with the remainder predominately in the commercial and industrial category. Some two-thirds of the held-for-sale loans represented performing loans classified as either special mention or substandard for regulatory purposes.

 

Acquisition

 

On August 3, 2012, the Company acquired substantially all the assets of the former Waukegan Savings Bank (“Waukegan Savings”) in a Federal Deposit Insurance Corporation (“FDIC”)-assisted transaction generating a pre-tax gain of $3.3 million. Loans totaling $46.3 million comprise the majority of the assets acquired and are not subject to a loss sharing agreement with the FDIC. The Company also assumed $41.5 million in transactional deposits and $31.2 million in time deposits.

 

OPERATING PERFORMANCE

 

Operating Performance Highlights

(Dollar amounts in thousands)

 

 

 

 

 

Quarters Ended

 

 

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

Net (loss) income

 

$

(48,527

)

$

6,365

 

$

8,942

 

Net (loss) income applicable to common shares

 

$

(47,812

)

$

6,289

 

$

6,263

 

Diluted (loss) earnings per common share

 

$

(0.65

)

$

0.09

 

$

0.09

 

Return on average common equity

 

(19.36

)%

2.59

%

2.60

%

Return on average assets

 

(2.35

)%

0.32

%

0.43

%

Net interest margin

 

3.83

%

3.88

%

3.97

%

Efficiency ratio

 

69.04

%

60.56

%

60.57

%

Loans, excluding covered loans, at period end

 

$

5,218,345

 

$

5,298,026

 

$

5,104,494

 

Provision for loan losses

 

$

111,791

 

$

22,458

 

$

20,425

 

Average transactional deposits (1)

 

$

5,247,485

 

$

5,080,730

 

$

4,876,261

 

 

(1)

Comprised of demand deposits and interest-bearing transactional accounts.

 

3


 

Pre-Tax, Pre-Provision Operating Earnings (1)

(Dollar amounts in thousands)

 

 

 

 

 

Quarters Ended

 

 

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

(Loss) income before income tax

 

$

(85,520

)

$

7,126

 

$

10,525

 

Provision for loan losses

 

111,791

 

22,458

 

20,425

 

Pre-tax, pre-provision earnings

 

26,271

 

29,584

 

30,950

 

 

 

 

 

 

 

 

 

Adjustments to Pre-Tax, Pre-Provision Earnings (1)

 

 

 

 

 

 

 

Net securities (losses) gains

 

(217

)

151

 

449

 

Gain on FDIC-assisted transaction

 

3,289

 

—

 

—

 

Losses on sales and valuation adjustments of other real estate owned (“OREO”)

 

(2,025

)

(2,527

)

(2,611

)

Accelerated accretion of FDIC indemnification asset

 

(4,000

)

—

 

—

 

Valuation adjustment on assets held-for-sale

 

(1,255

)

—

 

(75

)

Severance-related costs

 

(840

)

—

 

(78

)

Total adjustments

 

(5,048

)

(2,376

)

(2,315

)

Pre-tax, pre-provision operating earnings (1)

 

$

31,319

 

$

31,960

 

$

33,265

 

 

(1)

The Company’s accounting and reporting policies conform to U.S. generally accepted accounting principles (“GAAP”) and general practice within the banking industry. As a supplement to GAAP, the Company provided this non-GAAP performance result, which the Company believes is useful because it assists investors in assessing the Company’s operating performance. Although it is intended to enhance investors’ understanding of the Company’s business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP.

 

Pre-tax, pre-provision operating earnings of $31.3 million for third quarter 2012 decreased slightly from second quarter 2012 and $1.9 million from third quarter 2011. The reduction from second quarter 2012 was driven by higher noninterest expense, excluding certain non-operating items, due to higher salaries and employee benefits and a seasonal increase in utilities costs, which were partially offset by an increase in fee-based revenues.

 

The decline in pre-tax, pre-provision operating earnings from third quarter 2011 is attributed primarily to lower net interest income, reflecting the lower yields on earning assets, and lower periodic benefits received from bank owned life insurance contracts.

 

Further discussion of net interest income and noninterest income and expense is presented in later sections of this release.

 

4


 

Net Interest Income and Margin Analysis

(Dollar amounts in thousands)

 

 

 

Quarters Ended

 

 

 

September 30, 2012

 

June 30, 2012

 

September 30, 2011

 

 

 

Average
Balance

 

Interest
Earned/Paid

 

Yield/
Rate
(%)

 

Average
Balance

 

Interest
Earned/Paid

 

Yield/
Rate
(%)

 

Average
Balance

 

Interest
Earned/Paid

 

Yield/
Rate
(%)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and other short-term investments

 

$

435,528

 

$

265

 

0.24

 

$

432,036

 

$

258

 

0.24

 

$

741,782

 

$

463

 

0.25

 

Trading securities

 

15,389

 

25

 

0.65

 

16,090

 

26

 

0.65

 

16,248

 

23

 

0.57

 

Investment securities (1)

 

1,220,654

 

10,841

 

3.55

 

1,238,767

 

11,172

 

3.61

 

1,057,075

 

11,604

 

4.39

 

Federal Home Loan Bank and Federal Reserve Bank stock

 

47,111

 

341

 

2.90

 

46,750

 

354

 

3.03

 

58,187

 

331

 

2.28

 

Loans, excluding covered loans (1)

 

5,353,911

 

64,289

 

4.78

 

5,213,944

 

62,559

 

4.83

 

5,136,130

 

64,509

 

4.98

 

Covered interest-earning assets (2)

 

276,180

 

3,223

 

4.64

 

297,141

 

4,473

 

6.05

 

387,635

 

6,640

 

6.80

 

Total interest-earning assets (1)

 

7,348,773

 

78,984

 

4.28

 

7,244,728

 

78,842

 

4.37

 

7,397,057

 

83,570

 

4.49

 

Cash and due from banks

 

128,714

 

 

 

 

 

122,165

 

 

 

 

 

120,624

 

 

 

 

 

Allowance for loan losses

 

(118,925

)

 

 

 

 

(122,723

)

 

 

 

 

(143,443

)

 

 

 

 

Other assets

 

868,551

 

 

 

 

 

869,572

 

 

 

 

 

855,542

 

 

 

 

 

Total assets

 

$

8,227,113

 

 

 

 

 

$

8,113,742

 

 

 

 

 

$

8,229,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing transaction deposits

 

$

3,394,675

 

898

 

0.11

 

$

3,282,876

 

913

 

0.11

 

$

3,306,590

 

1,361

 

0.16

 

Time deposits

 

1,498,993

 

3,228

 

0.86

 

1,548,410

 

3,765

 

0.98

 

1,731,413

 

5,293

 

1.21

 

Borrowed funds

 

189,835

 

507

 

1.06

 

195,934

 

490

 

1.01

 

262,001

 

706

 

1.07

 

Senior and subordinated debt

 

231,156

 

3,691

 

6.35

 

231,123

 

3,646

 

6.34

 

137,749

 

2,280

 

6.57

 

Total interest-bearing liabilities

 

5,314,659

 

8,324

 

0.62

 

5,258,343

 

8,814

 

0.67

 

5,437,753

 

9,640

 

0.70

 

Demand deposits

 

1,852,810

 

 

 

 

 

1,797,854

 

 

 

 

 

1,569,671

 

 

 

 

 

Total funding sources

 

7,167,469

 

 

 

 

 

7,056,197

 

 

 

 

 

7,007,424

 

 

 

 

 

Other liabilities

 

77,062

 

 

 

 

 

80,491

 

 

 

 

 

73,808

 

 

 

 

 

Stockholders’ equity - common

 

982,582

 

 

 

 

 

977,054

 

 

 

 

 

955,548

 

 

 

 

 

Stockholders’ equity - preferred

 

—

 

 

 

 

 

—

 

 

 

 

 

193,000

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

8,227,113

 

 

 

 

 

$

8,113,742

 

 

 

 

 

$

8,229,780

 

 

 

 

 

Net interest income/margin (1)

 

 

 

$

70,660

 

3.83

 

 

 

$

70,028

 

3.88

 

 

 

$

73,930

 

3.97

 

 

(1)        Revenue from tax-exempt securities and investments that receive tax credits is presented on a basis comparable to taxable securities and investments. Consequently, interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. This non-GAAP financial measure assists management in assessing the comparability of revenue arising from both taxable and tax-exempt sources. The corresponding income tax impact related to tax-exempt items is recorded within income tax expense. These adjustments have no impact on net income.

(2)        Covered interest-earning assets consist of loans acquired through the Company’s Federal Deposit Insurance Corporation (“FDIC”)-assisted transactions subject to loss sharing agreements and the related FDIC indemnification asset.

 

Total average interest-earning assets for third quarter 2012 increased $104.0 million from second quarter 2012 and declined $48.3 million from third quarter 2011. Compared to June 30, 2012, growth in the loan portfolio, primarily from new commercial and industrial (“C&I”) loans and the addition of loans acquired from Waukegan Savings, resulted in higher average loans, excluding covered loans, which was partially offset by a decrease in covered interest-earning assets. The variance from third quarter 2011 was driven by decreases in federal funds sold and other short-term investments and covered interest-earning assets, which more than offset higher loan volumes and an increase in investment securities.

 

Total average funding sources for third quarter 2012 were $111.3 million higher than second quarter 2012 and up $160.0 million from third quarter 2011. A rise in transactional deposits from the acquisition of Waukegan Savings contributed to the increase in average funding sources from second quarter 2012. Compared to third quarter 2011, the higher level of demand deposits reflects the purchase of certain Chicago-market deposits during December 2011, which more than offset the decline in interest-bearing liabilities and resulted in a more favorable funding mix.

 

The growth in average senior and subordinated debt for third quarter 2012 compared to third quarter 2011 is attributed to the issuance of $115.0 million in senior debt during fourth quarter 2011, which was used to redeem the Series B preferred stock

 

5


 

issued to the United States Department of the Treasury in combination with other excess cash. Interest paid on the senior debt reduced net interest margin by ten basis points for both the second and third quarters of 2012.

 

Tax-equivalent net interest margin for third quarter 2012 decreased 5 basis points compared to second quarter 2012 and 14 basis points compared to third quarter 2011. The decrease compared to both prior periods resulted primarily from the continued decline of market interest rates, which drove reduced yields earned on investment securities and loans, as well as lower interest earned on covered interest-earning assets, and was mitigated by a decline in rates paid on retail time deposits. In addition, the decrease from third quarter 2011 also reflects the cost of additional senior debt.

 

Interest earned on covered loans is generally recognized through the accretion of the discount taken on expected future cash flows. The declining yield on covered interest-earning assets from second quarter 2012 and third quarter 2011 was driven by revised estimates of future cash flows. In addition, the yield for third quarter 2011 benefited from certain settlements of actual cash realized in excess of estimates.

 

Noninterest Income Analysis

(Dollar amounts in thousands)

 

 

 

Quarters Ended

 

September 30, 2012
Percent Change From

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

June 30,
2012

 

September 30,
2011

 

Service charges on deposit accounts

 

$

9,502

 

$

8,848

 

$

10,215

 

7.4

 

(7.0

)

Wealth management fees

 

5,415

 

5,394

 

4,982

 

0.4

 

8.7

 

Other service charges, commissions, and fees

 

4,187

 

4,097

 

4,289

 

2.2

 

(2.4

)

Card-based fees

 

5,246

 

5,312

 

4,931

 

(1.2

)

6.4

 

Total fee-based revenues

 

24,350

 

23,651

 

24,417

 

3.0

 

(0.3

)

Bank-owned life insurance (“BOLI”) income

 

300

 

404

 

1,479

 

(25.7

)

(79.7

)

Other income

 

727

 

406

 

598

 

79.1

 

21.6

 

Total operating revenues

 

25,377

 

24,461

 

26,494

 

3.7

 

(4.2

)

Net trading gains (losses) (1)

 

685

 

(575

)

(2,352

)

N/M

 

N/M

 

Net securities (losses) gains

 

(217

)

151

 

449

 

N/M

 

N/M

 

Gain on FDIC-assisted transaction

 

3,289

 

—

 

—

 

N/M

 

N/M

 

Total noninterest income

 

$

29,134

 

$

24,037

 

$

24,591

 

21.2

 

18.5

 

 

N/M — Not meaningful.

 

(1)     Net trading gains (losses) result from changes in the fair value of diversified investment securities held in a grantor trust under deferred compensation agreements and are substantially offset by nonqualified plan expense for each period presented.

 

Total fee-based revenues for third quarter 2012 grew 3.0% compared to second quarter 2012 and remained consistent with third quarter 2011. The increase in fee-based revenues from second quarter 2012 was attributed primarily to an increase in service charges on deposit accounts resulting from seasonally higher volumes of non-sufficient funds (“NSF”) fees.

 

The slight variance in fee-based revenues from third quarter 2011 to third quarter 2012 resulted from lower NSF fees, which were offset by increased card-based fees and wealth management fees.

 

During third quarter 2011, the Company received a $1.2 million benefit settlement, which drove higher BOLI income compared to third quarter 2012.

 

As described in the “Significant Quarter Events” section, the Company acquired certain loans and deposits of Waukegan Savings during third quarter 2012 and recorded a $3.3 million gain.

 

6


 

Noninterest Expense Analysis

(Dollar amounts in thousands)

 

 

 

Quarters Ended

 

September 30, 2012
Percent Change From

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

June 30,
2012

 

September 30,
2011

 

Salaries and wages

 

$

26,064

 

$

24,446

 

$

25,659

 

6.6

 

1.6

 

Nonqualified plan expense (1)

 

817

 

(594

)

(2,702

)

N/M

 

N/M

 

Retirement and other employee benefits

 

6,230

 

5,714

 

6,225

 

9.0

 

0.1

 

Total compensation expense

 

33,111

 

29,566

 

29,182

 

12.0

 

13.5

 

Valuation adjustments of OREO

 

1,410

 

1,824

 

674

 

(22.7

)

N/M

 

Net losses on sales of OREO

 

615

 

703

 

1,937

 

(12.5

)

(68.2

)

Net OREO operating expense

 

1,183

 

1,597

 

1,563

 

(25.9

)

(24.3

)

Total OREO expense

 

3,208

 

4,124

 

4,174

 

(22.2

)

(23.1

)

Loan remediation costs

 

3,206

 

3,594

 

4,638

 

(10.8

)

(30.9

)

Other professional services

 

3,459

 

3,311

 

2,933

 

4.5

 

17.9

 

Total professional services

 

6,665

 

6,905

 

7,571

 

(3.5

)

(12.0

)

Net occupancy and equipment expense

 

8,108

 

7,513

 

8,157

 

7.9

 

(0.6

)

Technology and related costs

 

2,906

 

2,851

 

2,709

 

1.9

 

7.3

 

FDIC premiums

 

1,785

 

1,659

 

1,799

 

7.6

 

(0.8

)

Advertising and promotions

 

1,427

 

1,032

 

2,502

 

38.3

 

(43.0

)

Other expenses

 

12,913

 

7,507

 

8,082

 

72.0

 

59.8

 

Total noninterest expense

 

$

70,123

 

$

61,157

 

$

64,176

 

14.7

 

9.3

 

 

N/M — Not meaningful

 

(1)       Nonqualified plan expense results from changes in the Company’s obligation to participants under deferred compensation agreements.

 

Total noninterest expense for third quarter 2012 increased 14.7% compared to second quarter 2012 and 9.3% compared to third quarter 2011.

 

Third quarter 2012 salaries and wages increased $1.6 million from second quarter 2012 due to the accrual of certain severance benefits, a decrease in levels of deferred salaries due to comparatively lower loan originations, annual merit increases, and additional retail banking staff related to the Waukegan Savings acquisition. The increase in retirement and other employee benefits from second quarter 2012 reflects the normal adjustment of the annual pension expense estimate.

 

OREO expenses declined from second quarter 2012 due to lower real estate taxes and maintenance expenses on three large commercial properties sold in second quarter 2012. The decrease in OREO expenses compared to third quarter 2011 resulted primarily from lower losses recognized on sales.

 

The decline in loan remediation costs in third quarter 2012 compared to both prior periods presented was due primarily to a decline in real estate taxes paid on collateral associated with problem loans. Other professional services increased from September 30, 2011, driven largely by higher personnel recruitment expense, the reclassification of certain director fees from salaries and wages expense during second quarter 2012, and other non-recurring items.

 

Net occupancy and equipment expense increased from second quarter 2012 as a result of seasonal increases in utilities and maintenance costs.

 

The increase in other expenses from second quarter 2012 and third quarter 2011 was largely driven by $4.0 million of accelerated accretion of the FDIC indemnification asset. This adjustment reflects management’s periodic assessment of the amount and timing of future cash flows from covered loans. In addition, the Company recorded a $1.3 million valuation adjustment on a single property held-for-sale based on a signed sales contract during third quarter 2012.

 

7


 

LOAN PORTFOLIO AND ASSET QUALITY

 

Loan Portfolio Composition

(Dollar amounts in thousands)

 

 

 

As Of

 

September 30, 2012
Percent Change From

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

June 30,
2012

 

September 30,
2011

 

Corporate:

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,610,169

 

$

1,597,427

 

$

1,476,034

 

0.8

 

9.1

 

Agricultural

 

259,787

 

272,742

 

250,436

 

(4.7

)

3.7

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Office

 

484,215

 

495,901

 

440,641

 

(2.4

)

9.9

 

Retail

 

356,093

 

375,078

 

330,160

 

(5.1

)

7.9

 

Industrial

 

490,023

 

520,150

 

492,514

 

(5.8

)

(0.5

)

Multi-family

 

309,509

 

308,250

 

317,313

 

0.4

 

(2.5

)

Residential construction

 

61,920

 

88,908

 

116,283

 

(30.4

)

(46.8

)

Commercial construction

 

136,509

 

147,626

 

145,889

 

(7.5

)

(6.4

)

Other commercial real estate

 

780,712

 

817,071

 

877,241

 

(4.4

)

(11.0

)

Total commercial real estate

 

2,618,981

 

2,752,984

 

2,720,041

 

(4.9

)

(3.7

)

Total corporate loans

 

4,488,937

 

4,623,153

 

4,446,511

 

(2.9

)

1.0

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

397,506

 

398,428

 

424,986

 

(0.2

)

(6.5

)

1-4 family mortgages

 

292,908

 

237,341

 

189,587

 

23.4

 

54.5

 

Installment loans

 

38,994

 

39,104

 

43,410

 

(0.3

)

(10.2

)

Total consumer loans

 

729,408

 

674,873

 

657,983

 

8.1

 

10.9

 

Total loans, excluding covered loans

 

5,218,345

 

5,298,026

 

5,104,494

 

(1.5

)

2.2

 

Covered loans

 

216,610

 

230,047

 

289,747

 

(5.8

)

(25.2

)

Total loans

 

$

5,434,955

 

$

5,528,073

 

$

5,394,241

 

(1.7

)

0.8

 

 

Total loans, excluding covered loans, of $5.2 billion declined by $79.7 million from June 30, 2012 as a result of the transfer of $171.1 million in carrying value of certain loans to held-for-sale, which resulted in charge-offs of $80.3 million. Excluding covered loans and loans transferred to held-for-sale, total loans increased by $91.4 million, or 6.9% annualized, from June 30, 2012 and $284.9 million, or 5.6%, from September 30, 2011. The quarter-over-quarter and year-over-year growth in the 1-4 family mortgages portfolio was predominately due to the loans acquired in the Waukegan Savings transaction.

 

8


 

Asset Quality Indicators by Category

(Dollar amounts in thousands)

 

 

 

Performing Loans

 

 

 

 

 

 

 

Pass

 

Special
Mention

 

Substandard

 

Total

 

Non-accrual
Loans

 

Total
Loans

 

September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,534,695

 

$

39,966

 

$

4,406

 

$

1,579,067

 

$

31,102

 

$

1,610,169

 

Agricultural

 

256,772

 

1,811

 

—

 

258,583

 

1,204

 

259,787

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Office, retail, and industrial

 

1,232,427

 

58,325

 

16,955

 

1,307,707

 

22,624

 

1,330,331

 

Multi-family

 

305,827

 

1,654

 

—

 

307,481

 

2,028

 

309,509

 

Residential construction

 

34,954

 

13,867

 

8,349

 

57,170

 

4,750

 

61,920

 

Commercial construction

 

106,726

 

14,318

 

11,042

 

132,086

 

4,423

 

136,509

 

Other commercial real estate

 

714,296

 

14,725

 

30,407

 

759,428

 

21,284

 

780,712

 

Total commercial real estate

 

2,394,230

 

102,889

 

66,753

 

2,563,872

 

55,109

 

2,618,981

 

Total corporate loans

 

4,185,697

 

144,666

 

71,159

 

4,401,522

 

87,415

 

4,488,937

 

Consumer loans

 

717,244

 

—

 

—

 

717,244

 

12,164

 

729,408

 

Total loans

 

$

4,902,941

 

$

144,666

 

$

71,159

 

$

5,118,766

 

$

99,579

 

$

5,218,345

 

Changes from:

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012

 

2.9

%

(30.8

)%

(43.4

)%

0.4

%

(49.8

)%

(1.5

)%

September 30, 2011

 

10.5

%

(58.0

)%

(52.7

)%

3.8

%

(41.8

)%

2.2

%

 

Special mention and substandard loans decreased $119.1 million, or 35.6%, from June 30, 2012 and $279.0 million, or 56.4%, from September 30, 2011 from the transfer of $98.1 million to held-for-sale during third quarter 2012, as well as ongoing remediation activities. Based on the longer term prospects for credit improvement or remediation strategies, management identified certain non-performing and performing potential problem loans for transfer to held-for-sale since they were subject to elevated future performance risk.

 

As of September 30, 2012, special mention and substandard loans totaled $215.8 million, with approximately 55% representing 11 commercial borrowers and the remainder comprising 139 smaller balance relationships. For loans classified as non-accrual, nearly 40% represent five commercial relationships. Management continues to actively work with these individual borrowers to promote improvement in the underlying credit relationship or timely liquidation.

 

9


 

Asset Quality, Excluding Covered Loans and Covered OREO (1)

(Dollar amounts in thousands)

 

 

 

As Of

 

September 30, 2012
Percent Change From

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

June 30,
2012

 

September 30,
2011

 

Non-accrual loans

 

$

99,579

 

$

198,508

 

$

171,189

 

(49.8

)

(41.8

)

90 days or more past due loans

 

12,582

 

8,192

 

6,008

 

53.6

 

109.4

 

Total non-performing loans

 

112,161

 

206,700

 

177,197

 

(45.7

)

(36.7

)

Troubled debt restructurings (still accruing interest) (“TDRs”)

 

6,391

 

7,811

 

7,033

 

(18.2

)

(9.1

)

OREO

 

36,487

 

28,309

 

23,863

 

28.9

 

52.9

 

Total non-performing assets

 

$

155,039

 

$

242,820

 

$

208,093

 

(36.2

)

(25.5

)

30-89 days past due loans

 

$

20,088

 

$

23,597

 

$

34,061

 

(14.9

)

(41.0

)

Allowance for credit losses (2)

 

$

104,995

 

$

118,682

 

$

131,291

 

(11.5

)

(20.0

)

Non-accrual loans to total loans

 

1.91

%

3.75

%

3.35

%

 

 

 

 

Non-performing loans to total loans

 

2.15

%

3.90

%

3.47

%

 

 

 

 

Non-performing assets to loans plus OREO

 

2.95

%

4.56

%

4.06

%

 

 

 

 

Allowance for credit losses to loans (2)

 

2.01

%

2.24

%

2.57

%

 

 

 

 

Allowance for credit losses to non-accrual loans

 

105

%

60

%

77

%

 

 

 

 

 

(1)       Covered loans and covered OREO were acquired through transactions with the FDIC and are subject to loss sharing agreements with the FDIC whereby the Company is indemnified against the majority of any losses incurred on these assets.

(2)       The allowance for credit losses includes an $8.4 million allowance for covered loan losses, excluding covered open-end consumer loans. The remainder of this table excludes covered loan and covered OREO balances as noted above; therefore, covered loans totaling $216.6 million as of September 30, 2012 are not included in the allowance for credit losses to loans calculation.

 

Non-performing assets, excluding covered loans and covered OREO, were $155.0 million at September 30, 2012, a significant reduction of $87.8 million from June 30, 2012 and $53.1 million from September 30, 2011.

 

Compared to both prior periods presented, the improvement in non-performing loans resulted from the reclassification of $63.5 million in carrying value of certain non-accrual loans to held-for-sale and ongoing remediation activities.

 

The increase in OREO during third quarter 2012 compared to both prior periods presented mainly resulted from the transfer of one large commercial land credit and OREO acquired in the Waukegan Savings transaction.

 

The Company increased the provision for loan losses from second quarter 2012 by $89.3 million due primarily to charge-offs resulting from the transfer of select loans to held-for-sale and the targeted modification of disposition strategies.

 

10


 

Charge-Off Data

 (Dollar amounts in thousands)

 

 

 

Quarters Ended

 

 

 

September 30,
2012

 

% of
Total

 

June 30,
2012

 

% of
Total

 

September 30,
2011

 

% of
Total

 

Net loan charge-offs (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

39,253

 

31.4

 

$

5,870

 

29.2

 

$

10,165

 

36.4

 

Agricultural

 

4,531

 

3.6

 

18

 

0.1

 

177

 

0.6

 

Office, retail, and industrial

 

32,322

 

25.8

 

2,263

 

11.2

 

2,543

 

9.1

 

Multi-family

 

2,755

 

2.2

 

313

 

1.6

 

2,170

 

7.8

 

Residential construction

 

9,242

 

7.4

 

3,598

 

17.9

 

2,250

 

8.1

 

Commercial construction

 

11,037

 

8.8

 

2,616

 

13.0

 

4,115

 

14.7

 

Other commercial real estate

 

23,026

 

18.4

 

2,934

 

14.6

 

4,421

 

15.8

 

Consumer

 

2,920

 

2.4

 

2,494

 

12.4

 

2,100

 

7.5

 

Total net loan charge-offs, excluding covered loans

 

125,086

 

100.0

 

20,106

 

100.0

 

27,941

 

100.0

 

Net covered loan charge-offs (1)

 

442

 

 

 

2,434

 

 

 

1,024

 

 

 

Total net loan charge-offs

 

$

125,528

 

 

 

$

22,540

 

 

 

$

28,965

 

 

 

Net loan charge-offs to average loans, excluding covered loans, annualized:

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter-to-date

 

9.29

%

 

 

1.55

%

 

 

2.16

%

 

 

Year-to-date

 

4.26

%

 

 

1.61

%

 

 

1.73

%

 

 

 

(1)          Amounts represent charge-offs, net of recoveries.

 

Net loan charge-offs, excluding covered loan charge-offs, increased $105.0 million from June 30, 2012 as a result of accelerated credit remediation actions taken by management for select credits during third quarter 2012.  Management identified $223.4 million of loans to more aggressively pursue disposition, resulting in charge-offs of $99.1 million. The majority relates to the transfer of $171.1 million in carrying value of performing and nonperforming loans transferred to held-for-sale with related charge-offs of $80.3 million. In addition to these actions, the Company recorded net charge-offs of $26.4 million, nearly 70% of which reflects the estimated losses attributed to a single commercial borrower currently in the process of bankruptcy.

 

11


 

CAPITAL MANAGEMENT

 

Capital Ratios

(Dollar amounts in thousands)

 

 

 

September 30,
2012

 

December 31,
2011

 

Regulatory
Minimum
For
“Well-
Capitalized”

 

Excess Over
Required Minimums
at September 30, 2012

 

Regulatory capital ratios:

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets

 

11.65

%

13.68

%

10.00

%

16

%

$

106,209

 

Tier 1 capital to risk-weighted assets

 

9.92

%

11.61

%

6.00

%

65

%

$

252,597

 

Tier 1 leverage to average assets

 

8.13

%

9.28

%

5.00

%

63

%

$

246,123

 

Tier 1 common capital to risk-weighted assets (1)

 

8.93

%

10.26

%

N/A

(2)

N/A

(2)

N/A

(2)

Tangible common equity ratios (3):

 

 

 

 

 

 

 

 

 

 

 

Tangible common equity to tangible assets

 

8.26

%

8.83

%

N/A

(2)

N/A

(2)

N/A

(2)

Tangible common equity, excluding other comprehensive loss, to tangible assets

 

8.38

%

9.00

%

N/A

(2)

N/A

(2)

N/A

(2)

Tangible common equity to risk- weighted assets

 

10.12

%

10.88

%

N/A

(2)

N/A

(2)

N/A

(2)

Non-performing assets to tangible common equity and allowance for credit losses

 

20.50

%

31.01

%

N/A

(2)

N/A

(2)

N/A

(2)

 

(1)          Excludes the impact of trust-preferred securities.

(2)          Ratio is not subject to formal Federal Reserve regulatory guidance.

(3)          Tangible common equity (“TCE”) represents common stockholders’ equity (i.e., total stockholders’ equity less preferred stock) less goodwill and identifiable intangible assets, net of related deferred tax liabilities. Return on TCE measures the Company’s earnings as a percentage of TCE. In management’s view, Tier 1 common and TCE measures are meaningful to the Company, as well as analysts and investors, in assessing the Company’s use of equity and in facilitating comparisons with competitors.  

 

The Company’s capital ratios decreased from December 31, 2011 as a result of the net loss of $48.5 million for third quarter 2012, driven by the Company’s election to pursue accelerated credit remediation actions.

 

The Company’s regulatory ratios as of September 30, 2012 exceeded all regulatory mandated ratios for characterization as “well-capitalized.”

 

The Board of Directors reviews the Company’s capital plan each quarter, giving consideration to the current and expected operating environment as well as an evaluation of various capital alternatives.

 

SUBSEQUENT EVENTS

 

On October 26, 2012, the Company entered into an agreement to sell $64.0 million of loans held-for-sale, which represents 71% of the total loans held-for-sale at September 30, 2012. Management expects to close the sale in fourth quarter 2012 with proceeds approximating carrying value.

 

On October 1, 2012, the Company repurchased and retired $4.3 million of 6.95% junior subordinated debentures at a premium of 3.0% and $12.0 million of 5.85% subordinated notes at a premium of 5.0%. These transactions resulted in the recognition of a pre-tax loss of $814,000, which was recorded in fourth quarter 2012.

 

12


 

About the Company

 

First Midwest is the premier relationship-based banking franchise in the dynamic Chicagoland banking market. As one of the Chicago metropolitan area’s largest independent bank holding companies, First Midwest provides the full range of business and retail banking and wealth management services through approximately 100 offices located in communities in metropolitan Chicago, northwest Indiana, central and western Illinois, and eastern Iowa. First Midwest was recognized by the Chicago Tribune for the second straight year as one of the top 20 best places to work in Chicago among large employers. Additionally, Forbes has recognized First Midwest as one of America’s Most Trustworthy Companies for 2012.

 

Safe Harbor Statement

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that actual results and the Company’s financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect the Company’s future results, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and other reports filed with the Securities and Exchange Commission. Forward-looking statements represent management’s best judgment as of the date hereof based on currently available information. Except as required by law, the Company undertakes no duty to update the contents of this press release after the date hereof.

 

Conference Call

 

A conference call to discuss the Company’s results, outlook, and related matters will be held on Wednesday, October 31, 2012 at 10:00 AM (ET). Members of the public who would like to listen to the conference call should dial (877) 317-6789 (U.S. domestic) or (412) 317-6789 (international) and ask for the First Midwest Bancorp, Inc. Earnings Conference Call. The number should be dialed 10 to 15 minutes prior to the start of the conference call. There is no charge to access the call. The conference call will also be accessible as an audio webcast through the Investor Relations section of the Company’s website, www.firstmidwest.com/investorrelations. For those unable to listen to the live broadcast, a replay will be available on the Company’s website or by dialing (877) 344-7529 (U.S. domestic) or (412) 317-0088 (international) conference I.D. 10019351 beginning one hour after completion of the live call until 9:00 A.M. (ET) on November 7, 2012. Please direct any questions regarding obtaining access to the conference call to First Midwest Bancorp, Inc. Investor Relations, via e-mail, at investor.relations@firstmidwest.com.

 

Accompanying Financial Statements and Tables

 

Accompanying this press release is the following unaudited financial information:

 

·                  Condensed Consolidated Statements of Financial Condition

·                  Condensed Consolidated Statements of Income

 

Press Release and Additional Information Available on Website

 

This press release, the accompanying financial statements and tables, and certain additional unaudited Selected Financial Information are available through the “Investor Relations” section of First Midwest’s website at www.firstmidwest.com/investorrelations.

 

13


 

Condensed Consolidated Statements of Financial Condition

Unaudited

(Amounts in thousands)

 

 

 

September 30,
2012

 

June 30,
2012

 

December 31,
2011

 

September 30,
2011

 

Assets

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

124,447

 

$

110,924

 

$

123,354

 

$

116,003

 

Interest-bearing deposits in other banks

 

393,927

 

367,238

 

518,176

 

946,330

 

Trading securities, at fair value

 

15,512

 

15,314

 

14,469

 

13,308

 

Securities available-for-sale, at fair value

 

1,191,582

 

1,174,931

 

1,013,006

 

970,430

 

Securities held-to-maturity, at amortized cost

 

41,944

 

60,933

 

60,458

 

74,375

 

Federal Home Loan Bank and Federal Reserve Bank stock, at cost

 

47,232

 

46,750

 

58,187

 

58,187

 

Loans held-for-sale

 

90,011

 

—

 

4,200

 

4,620

 

Loans, excluding covered loans

 

5,218,345

 

5,298,026

 

5,088,113

 

5,104,494

 

Covered loans

 

216,610

 

230,047

 

260,502

 

289,747

 

Allowance for loan and covered loan losses

 

(102,445

)

(116,182

)

(119,462

)

(128,791

)

Net loans

 

5,332,510

 

5,411,891

 

5,229,153

 

5,265,450

 

OREO, excluding covered OREO

 

36,487

 

28,309

 

33,975

 

23,863

 

Covered OREO

 

8,729

 

9,136

 

23,455

 

21,594

 

FDIC indemnification asset

 

47,191

 

58,302

 

65,609

 

63,508

 

Premises, furniture, and equipment

 

132,005

 

133,638

 

134,977

 

132,425

 

Investment in bank-owned life insurance

 

206,043

 

206,572

 

206,235

 

205,886

 

Goodwill and other intangible assets

 

281,914

 

281,981

 

283,650

 

283,163

 

Accrued interest receivable and other assets

 

217,642

 

193,436

 

204,690

 

201,032

 

Total assets

 

$

8,167,176

 

$

8,099,355

 

$

7,973,594

 

$

8,380,174

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

Transactional deposits

 

$

5,253,658

 

$

5,121,261

 

$

4,820,058

 

$

4,899,216

 

Time deposits

 

1,495,397

 

1,506,482

 

1,659,117

 

1,727,392

 

Total deposits

 

6,749,055

 

6,627,743

 

6,479,175

 

6,626,608

 

Borrowed funds

 

183,691

 

189,524

 

205,371

 

386,429

 

Senior and subordinated debt

 

231,171

 

231,138

 

252,153

 

137,751

 

Accrued interest payable and other liabilities

 

69,824

 

72,398

 

74,308

 

77,476

 

Total liabilities

 

7,233,741

 

7,120,803

 

7,011,007

 

7,228,264

 

Preferred stock

 

—

 

—

 

—

 

191,393

 

Common stock

 

858

 

858

 

858

 

858

 

Additional paid-in capital

 

417,245

 

414,665

 

428,001

 

425,647

 

Retained earnings

 

773,976

 

823,250

 

810,487

 

807,334

 

Accumulated other comprehensive loss, net of tax

 

(9,248

)

(11,867

)

(13,276

)

(11,413

)

Treasury stock, at cost

 

(249,396

)

(248,354

)

(263,483

)

(261,909

)

Total stockholders’ equity

 

933,435

 

978,552

 

962,587

 

1,151,910

 

Total liabilities and stockholders’ equity

 

$

8,167,176

 

$

8,099,355

 

$

7,973,594

 

$

8,380,174

 

 

14


 

Condensed Consolidated Statements of Income

Unaudited

(Amounts in thousands, except per share data)

 

 

 

Quarters Ended

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

Interest Income

 

 

 

 

 

 

 

Loans

 

$

63,672

 

$

61,993

 

$

64,085

 

Investment securities

 

8,058

 

8,414

 

8,633

 

Covered loans

 

3,223

 

4,473

 

6,640

 

Federal funds sold and other short-term investments

 

631

 

638

 

817

 

Total interest income

 

75,584

 

75,518

 

80,175

 

Interest Expense

 

 

 

 

 

 

 

Deposits

 

4,126

 

4,678

 

6,654

 

Borrowed funds

 

507

 

490

 

706

 

Senior and subordinated debt

 

3,691

 

3,646

 

2,280

 

Total interest expense

 

8,324

 

8,814

 

9,640

 

Net interest income

 

67,260

 

66,704

 

70,535

 

Provision for loan and covered loan losses

 

111,791

 

22,458

 

20,425

 

Net interest income after provision for loan losses

 

(44,531

)

44,246

 

50,110

 

Noninterest Income

 

 

 

 

 

 

 

Service charges on deposit accounts

 

9,502

 

8,848

 

10,215

 

Wealth management fees

 

5,415

 

5,394

 

4,982

 

Other service charges, commissions, and fees

 

4,187

 

4,097

 

4,289

 

Card-based fees

 

5,246

 

5,312

 

4,931

 

Total fee-based revenues

 

24,350

 

23,651

 

24,417

 

Net securities (losses) gains

 

(217

)

151

 

449

 

Gain on FDIC-assisted acquisition

 

3,289

 

—

 

—

 

Net trading gains (losses)

 

685

 

(575

)

(2,352

)

Other

 

1,027

 

810

 

2,077

 

Total noninterest income

 

29,134

 

24,037

 

24,591

 

Noninterest Expense

 

 

 

 

 

 

 

Salaries and employee benefits

 

33,111

 

29,566

 

29,182

 

Net OREO expense

 

3,208

 

4,124

 

4,174

 

Net occupancy and equipment expense

 

8,108

 

7,513

 

8,157

 

Professional services

 

6,665

 

6,905

 

7,571

 

Technology and related costs

 

2,906

 

2,851

 

2,709

 

FDIC premiums

 

1,785

 

1,659

 

1,799

 

Other

 

14,340

 

8,539

 

10,584

 

Total noninterest expense

 

70,123

 

61,157

 

64,176

 

(Loss) income before income tax expense

 

(85,520

)

7,126

 

10,525

 

Income tax (benefit) expense

 

(36,993

)

761

 

1,583

 

Net (loss) income

 

(48,527

)

6,365

 

8,942

 

Preferred dividends

 

—

 

—

 

(2,586

)

Net (loss) income applicable to non-vested restricted shares

 

715

 

(76

)

(93

)

Net (loss) income applicable to common shares

 

$

(47,812

)

$

6,289

 

$

6,263

 

Diluted earnings per common share

 

$

(0.65

)

$

0.09

 

$

0.09

 

Dividends declared per common share

 

$

0.01

 

$

0.01

 

$

0.01

 

Weighted average diluted common shares outstanding

 

73,742

 

73,659

 

73,361

 

 

15