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8-K - 3Q 2013 EARNINGS RELEASE - TAYLOR CAPITAL GROUP INCtayc2013q3earningsrelease.htm

 
Investor Relations and Media Contact:
 
Berry Allen
 
(847) 653-7375
Taylor Capital Group Reports Net Income of
$14.2 Million for the Third Quarter of 2013

Posts 10% Commercial Loan Growth for the Quarter
Net Interest Margin Increases 25 Basis Points

CHICAGO, IL - October 17, 2013 - Taylor Capital Group, Inc. (the “Company”) (NASDAQ: TAYC), the parent company of Cole Taylor Bank (the “Bank”), today reported results for the third quarter of 2013.

Net income for the third quarter was $14.2 million, compared to $15.6 million for the second quarter of 2013. Net income applicable to common stockholders for the quarter was $10.6 million, or $0.34 per diluted share, compared to $11.8 million, or $0.39 per diluted share, for the second quarter of 2013. The results for the third quarter included $2.0 million of expenses, pre-tax, relating to various corporate initiatives, including the previously announced pending merger with MB Financial, Inc. The following table compares selected financial information for the periods indicated:
(dollars in thousands)
3Q13
 
2Q13
 
Change from 2Q13 to 3Q13
 
3Q12
Change from 3Q12 to 3Q13
Total commercial loans (period end)
$3,290,407
 
$3,000,249
 
9.7
 %
 
$2,671,101
 
23.2
 %
Average total deposits
$3,829,183
 
$3,690,246
 
3.8
 %
 
$3,275,358
 
16.9
 %
Net interest income
$46,027
 
$41,082
 
12.0
 %
 
$37,196
 
23.7
 %
Net interest margin
3.41
%
 
3.16
%
 
0.25
 %
 
3.22
%
 
0.19
 %
Mortgage banking revenue
$25,148
 
$38,533
 
(34.7
)%
 
$40,676
 
(38.2
)%
Loan loss provision
$300
 
$700
 
(57.1
)%
 
$900
 
(66.7
)%

"Our results for the third quarter of 2013 continue to validate our strategy of diversification and core line of business focus,” said Mark A. Hoppe, President and Chief Executive Officer of the Company. “Our banking segment achieved strong results across many areas highlighted by robust 10% quarter-over-quarter growth in commercial loans and a broad expansion in net interest margin. Credit costs continued to be low this quarter, despite an increase in nonperforming loans that was the result of two relationships where we expect outcomes consistent with what we have experienced recently from our disciplined credit resolution process.  The commercial loan growth, with substantial contributions from all of our lending groups, reflects both new customer relationships and increased activity by existing customers and is our sixth quarter in a row of commercial loan growth. Moreover, the loan growth, combined with improving yields on the investment portfolio and reduced funding costs, drove a solid 25 basis point improvement in our net interest margin.”

“While our results for the quarter were impacted by the slowdown in mortgage refinancing, our mortgage segment continued on its path of becoming a full service mortgage banking operation as it began servicing loans this quarter on its in-house platform based out of Wilmington, Ohio,” Hoppe commented. “It is worth noting that despite the recent dramatic interest rate swings, our mortgage team has more than doubled its mortgage origination activity for home purchases since the first quarter of 2013 to over $1 billion this quarter highlighting a shift in mix from refinancing. Amid the uncertainty of the near term outlook for mortgage refinancing, we have developed a diverse and adaptive mortgage business with 30 retail locations, originations in 44 states and a mortgage servicing book over $16 billion.”


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Hoppe continued, “In July we announced the signing of a definitive merger agreement with MB Financial, Inc. to create the Chicago area’s premier commercial bank. We are excited about the opportunities this merger presents to all of our stakeholders. In the interim, we remain focused on serving our clients and executing our strategic priorities. Our third quarter results continue to reflect the value of our diversified model and the contributions of our dedicated bankers.” 


THIRD QUARTER 2013 HIGHLIGHTS - COMPARISON TO SECOND QUARTER 2013

Net interest income was $46.0 million for the third quarter of 2013, up $4.9 million, or 12.0%, from the second quarter of 2013
Mortgage banking revenue was $25.1 million for the third quarter of 2013, down $13.4 million, or 34.7%, from the second quarter of 2013
Mortgages for home purchases increased to 63% of total originations for the third quarter of 2013
Net interest margin on a tax equivalent basis increased by 25 basis points to 3.41% for the third quarter of 2013 from 3.16% for the second quarter of 2013
Total commercial loans grew $290.2 million, or 9.7%, from June 30, 2013
In July, the Company repurchased $26.2 million of its outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series B, in a privately negotiated transaction
As of September 30, 2013, the Company’s Tier I Risk Based Capital ratio was 12.89%, its Total Risk Based Capital ratio was 14.15% and its Tier I Capital to Average Assets leverage ratio was 10.30%
Return on Average Common Equity was 11.69% for the third quarter of 2013 as compared to 12.66% for the second quarter of 2013

Credit quality indicators as compared to the second quarter of 2013

Nonperforming loans were $86.0 million and 2.37% of total loans at September 30, 2013, compared to $69.5 million and 2.11% of total loans at June 30, 2013
At September 30, 2013, commercial criticized and classified loans(1) totaled $151.7 million, up from $134.2 million at June 30, 2013
The allowance for loan losses as a percent of nonperforming loans was 98.80% at September 30, 2013, compared to 120.19% at June 30, 2013
Credit costs(2) were a negative $536,000 for the third quarter of 2013, compared to a negative $498,000 for the second quarter of 2013

THIRD QUARTER 2013 - COMPARISON TO THIRD QUARTER 2012

Net interest income increased to $46.0 million for the third quarter of 2013, up $8.8 million, or 23.7%, from the third quarter of 2012
Net interest margin on a tax equivalent basis increased by 19 basis points to 3.41% for the third quarter of 2013 from 3.22% for the third quarter of 2012
Pre-tax, pre-provision operating earnings(3) decreased to $23.1 million for the third quarter of 2013, down $9.8 million, or 29.8%, as compared to the third quarter of 2012
Total commercial loans increased to $3.29 billion at September 30, 2013, up $619.3 million, or 23.2%, from September 30, 2012
Core deposits grew to $2.75 billion at September 30, 2013, up $307.4 million, or 12.6%, from September 30, 2012
Return on Average Common Equity was 11.69% for the third quarter of 2013 as compared to 17.62% for the third quarter of 2012


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THIRD QUARTER 2013 PERFORMANCE OVERVIEW

Results of Operations - Comparisons to Second Quarter 2013

Net income for the third quarter of 2013 was $14.2 million, compared to $15.6 million for the second quarter of 2013, a decrease of 9.0%. Net income applicable to common stockholders for the third quarter of 2013 was $10.6 million, compared to $11.8 million for the second quarter of 2013.

Income before income taxes was $23.7 million for the third quarter of 2013, compared to $26.2 million for the second quarter of 2013, a decrease of 9.5%. The decrease was primarily due to a $13.4 million decline in mortgage banking revenue partially offset by a $5.4 million decline in early extinguishment of debt expense and a $4.9 million increase in net interest income. The decrease in mortgage banking revenue was due to an industry-wide slowdown in mortgage refinancing from the robust pace achieved over the prior few quarters and gain on sale margin compression.

Pre-tax, pre-provision operating earnings totaled $23.1 million for the third quarter of 2013, compared to $31.1 million for the second quarter of 2013, a decrease of 25.7%. The decrease was primarily due to a $13.4 million decline in mortgage banking revenue, partially offset by a $4.9 million increase in net interest income.

Revenue(4)

Revenue totaled $78.4 million for the third quarter of 2013, compared to $87.2 million for the second quarter of 2013, a decrease of 10.1%.

Net interest income was $46.0 million for the third quarter of 2013, as compared to $41.1 million for the second quarter of 2013. The increase was primarily due to growth in commercial loan balances, higher municipal bond yields within the tax-exempt investment portfolio and lower cost of interest bearing liabilities, primarily as a result of the prepayment of $37.5 million of the Company’s 8% subordinated notes in June 2013 and even with growth in overall interest-bearing deposits, the deposit interest expense decreased due to a 15 basis point reduction in the cost of deposits. The overall tax equivalent net interest margin increased 25 basis points, from 3.16% for the second quarter of 2013 to 3.41% for the third quarter of 2013 due to commercial loan growth, higher yields on both the investment portfolio and loans held for sale, lower funding costs and one-time interest recoveries of approximately 6 basis points.
Noninterest income, excluding investment security gains and losses, was $32.4 million for the third quarter of 2013, compared to $46.1 million for the second quarter of 2013, a decrease of 29.7%.  The decrease was primarily due to a $13.4 million decrease in mortgage banking revenue due to a slowdown in mortgage refinancing and lower gain on sale margins. Total mortgage originations were $1.60 billion in the third quarter of 2013 down 14.8% from the second quarter. Approximately 63% of the Company’s mortgage originations in the third quarter of 2013 were for home purchases as compared to 38% in the second quarter, highlighting the decline in refinance activity and the growth in purchase activity.  

Noninterest Expense

Noninterest expense, excluding nonperforming asset expense and early extinguishment of debt expense, was $55.4 million for the third quarter of 2013, compared to $56.1 million for the second quarter of 2013. The decrease of $711,000, or 1.3%, was primarily the result of a $4.6 million decrease in performance-based incentives attributable to the decline in mortgage banking revenue, partially offset by a $2.4 million increase in employee salaries and benefits. Salary expense increased as employees were added at Cole Taylor Mortgage to establish its in-house servicing platform in Wilmington. Certain expenses at Cole Taylor Mortgage are variable in nature and will likely change with loan production volume in the future. In addition, Cole Taylor Mortgage continuously evaluates its staffing levels relative to expected loan production. Besides employee salaries and benefits expense, legal fees also increased mainly due to the proposed merger with MB Financial and other strategic corporate initiatives.


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Results of Operations - Comparisons to Third Quarter 2012

Net income for the third quarter of 2013 was $14.2 million, compared to $16.7 million for the third quarter of 2012, a decrease of 15.0%. Net income applicable to common stockholders for the third quarter of 2013 was $10.6 million, compared to $15.0 million for the third quarter of 2012.

Income before income taxes was $23.7 million for the third quarter of 2013, compared to $27.6 million for the third quarter of 2012, a decrease of 14.1%. The $3.9 million decrease was primarily due to a $15.5 million decline in mortgage banking revenue partially offset by a $8.8 million increase in net interest income. The decline in mortgage banking revenue was primarily due to lower gain on sale margins for mortgage originations from the elevated levels seen in the second half of 2012. The decline in mortgage origination income was partially offset by an increase in servicing revenue. The Company has grown mortgage servicing as part of its strategy to build a complete mortgage operation with diverse revenue sources.

Pre-tax, pre-provision operating earnings totaled $23.1 million for the third quarter of 2013, as compared to $32.8 million in the third quarter of 2012, a decrease of 29.6%, primarily due to the previously mentioned decline in mortgage banking revenue.

Revenue

Revenue totaled $78.4 million for the third quarter of 2013, compared to $84.4 million in the third quarter of 2012, a decrease of 7.1%.

Net interest income was $46.0 million for the third quarter of 2013, compared to $37.2 million for the third quarter of 2012, an increase of 23.7%. The increase was primarily due to growth in commercial loan balances, higher yields and growth in the investment portfolio, the repayment of the Bank’s $60.0 million of 10% subordinated notes in the third quarter of 2012 and of the Company’s $37.5 million of 8% subordinated notes in the second quarter of 2013 and lower deposit funding costs.

Noninterest income, excluding investment security gains and losses, was $32.4 million for the third quarter of 2013, compared to $47.3 million for the third quarter of 2012, a decrease of 31.5%. The decrease was primarily due to a $15.5 million decrease in mortgage banking revenue due to lower gain on sale margins for mortgage originations from the elevated margins seen in the second half of 2012, partially offset by an increase in mortgage servicing revenue. The increase in servicing revenue was the result of growth in the Company’s mortgage servicing rights (“MSR”) portfolio resulting from both purchased as well as self-originated MSR.

Noninterest Expense

Noninterest expense, excluding nonperforming asset expense and early extinguishment of debt expense, was $55.4 million for the third quarter of 2013, compared to $51.6 million in the third quarter of 2012, an increase of 7.4%. The net increase of $3.8 million was due to the combination of a $6.2 million increase in employee salary and benefit costs primarily due to headcount growth at Cole Taylor Mortgage, a $2.5 million increase in outside services primarily due to growth in mortgage servicing, a $1.3 million increase in other noninterest expense primarily due to mortgage volume-related costs, a $1.0 million increase in legal fees primarily related to the proposed merger with MB Financial, and a $457,000 increase in occupancy, furniture and equipment costs due to office expansion. Partially offsetting these increases was a $8.1 million decrease in performance-related incentive expense due to declines in mortgage banking revenue.

Credit Quality

Loan Portfolio Performance and Credit Quality

Total commercial criticized and classified loans were $151.7 million at September 30, 2013, up from $134.2 million at June 30, 2013 and $114.7 million at September 30, 2012. The increase in criticized and classified

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loans was largely attributable to two relationships migrating to nonaccrual status during the third quarter of 2013 partially offset by paydowns of several previously criticized and classified loans.

Nonperforming loans were $86.0 million at September 30, 2013, up from $69.5 million at June 30, 2013, and $62.1 million at September 30, 2012. The increase in nonperforming loans was due to the previously mentioned relationships moving to nonaccrual status in the third quarter of 2013.

Other real estate owned (“OREO”) and repossessed assets were $14.4 million at September 30, 2013, down from $19.8 million at June 30, 2013 and $28.9 million at September 30, 2012. The decrease in OREO assets was primarily due to sales as we continue to actively manage the resolution process.

Total nonperforming assets were $100.4 million at September 30, 2013, up from $89.3 million at June 30, 2013 and $91.0 million at September 30, 2012. Nonperforming assets to total assets were 1.67% at September 30, 2013, compared to 1.51% at June 30, 2013 and 1.77% at September 30, 2012.

Allowance and Provision for Loan Losses

The allowance for loan losses was $85.0 million at September 30, 2013 compared to $83.6 million at June 30, 2013 and $79.7 million at September 30, 2012 with the increase primarily due to growth in the loan portfolio. The allowance for loan losses as a percent of nonperforming loans was 98.80% at September 30, 2013, as compared to 120.19% at June 30, 2013 and 128.30% at September 30, 2012.

The provision for loan losses was $300,000 for the third quarter of 2013, compared to $700,000 for the second quarter of 2013 and $900,000 in the third quarter of 2012. The $300,000 loan loss provision in the third quarter of 2013 reflects an increase in the general reserve primarily due to loan growth, partially offset by net recoveries and a decrease in required specific reserves.

Balance Sheet

Assets

Total assets at September 30, 2013 were $6.01 billion, compared to $5.90 billion at June 30, 2013.

Investment securities were $1.42 billion at September 30, 2013, down slightly from $1.43 billion at June 30, 2013.

Loans held for sale were $498.3 million at September 30, 2013, a decrease of 28.2% from June 30, 2013. The decrease was primarily the result of a slowdown in mortgage refinance activity.

Net loans at September 30, 2013 were $3.54 billion, up $324.7 million from $3.22 billion at June 30, 2013. Commercial and Industrial loans were $1.90 billion at September 30, 2013, an increase of 11.4% from $1.71 billion at June 30, 2013. This increase was broadly distributed across the Company’s Chicago-based middle market lending, asset based lending and equipment financing groups. Commercial real estate secured loans were $1.11 billion at September 30, 2013, an increase of 7.5% from June 30, 2013. Consumer loans, which consist primarily of residential mortgages, were $348.4 million at September 30, 2013, up $37.2 million from June 30, 2013, as a portion of mortgage originations in the third quarter was retained in portfolio for investment purposes.

MSR increased $38.5 million in the third quarter to $184.2 million as of September 30, 2013. The unpaid principal balance of loans serviced was $16.43 billion as of September 30, 2013, up 29.0% from June 30, 2013. The Company invests in MSR and retains servicing on most mortgage loans originated as part of its strategy to diversify the revenue streams of Cole Taylor Mortgage.


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Liabilities and Stockholders’ Equity

Total liabilities at September 30, 2013 were $5.47 billion, as compared to $5.34 billion at June 30, 2013.

Total deposits were $3.70 billion at September 30, 2013, compared to $3.69 billion at June 30, 2013. Total deposits increased in the third quarter, despite the end of a deposit relationship with an organization that provides financial services to the higher education industry, through growth in both interest-bearing demand and time deposits as part of the Company’s on-going deposit gathering efforts.

Average total deposits for the third quarter of 2013 increased to $3.83 billion from $3.69 billion in the second quarter of 2013, primarily due to growth in both interest-bearing demand and time deposits, partially offset by a decrease in noninterest-bearing deposits.

Short-term borrowings increased $136.8 million in the third quarter to $1.57 billion as of September 30, 2013, due to increased funding needs to support commercial loan growth.

Total stockholders’ equity decreased $15.6 million from $560.3 million at June 30, 2013, to $544.7 million at September 30, 2013, primarily due to the repurchase of $26.2 million of the Series B preferred in the third quarter. The decline was partially offset by retaining the net income available to common stockholders earned in the third quarter.

Capital

At September 30, 2013, the Company’s Tier I Risk Based Capital ratio was 12.89%, its Total Risk Based Capital ratio was 14.15% and its Tier I Capital to Average Assets leverage ratio was 10.30%.

Each of these Company ratios exceeded the regulatory requirements for well-capitalized banks of 6.00% for the Tier I Risk Based Capital ratio, 10.00% for the Total Risk Based Capital ratio and 5.00% for the Tier I Capital to Average Assets leverage ratio.

Accompanying Financial Statements and Tables
This press release is accompanied by the following unaudited financial information:
Condensed Consolidated Balance Sheets
Consolidated Statements of Income
Summary of Key Quarterly Financial Data
Summary of Key Year-to-Date Financial Data
Summary of Key Period-End Financial Data
Composition of Loan Portfolio
Credit Quality
Loan Portfolio Aging
Funding Liabilities
Summary of Quarterly Segment Financial Data
Reconciliation of U.S. GAAP Financial Measures


About Taylor Capital Group, Inc. (NASDAQ: TAYC)

Taylor Capital Group, Inc. is the holding company of Cole Taylor Bank, a commercial bank headquartered in Chicago with assets of $6.0 billion as of September 30, 2013. For more than 80 years, Cole Taylor Bank has been successfully meeting the banking needs of closely-held companies and the people who own and manage them by focusing on a relationship-based approach to business. Through its national businesses, Cole Taylor provides a full range of financial services, including asset based lending, commercial equipment financing, and residential mortgage lending.


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Endnotes:
(1) Commercial criticized and classified loans are defined as special mention, substandard, and nonaccrual loans in commercial and industrial, commercial real estate, residential construction and land, and commercial construction and land, excluding consumer loans.
(2) Credit costs are defined as provision for loan losses plus nonperforming asset expense.
(3) Schedules reconciling earnings in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) to the non-GAAP measurement of revenue and pre-tax, pre-provision operating earnings are provided in the attached tables.
(4) Revenue is defined as net interest income plus noninterest income less investment securities gains and losses and impairment of investment securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including “may,” “might,” “contemplate,” “plan,” “predict,” “potential,” “should,” “will,” “expect,” “anticipate,” “believe,” “intend,” “could,” “estimate” and similar expressions. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities in 2013 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements.

These risks, uncertainties and other factors include, without limitation:

The Agreement and Plan of Merger (the “Merger Agreement”) with MB Financial, Inc. (“MB”) may be terminated in accordance with its terms, and the merger contemplated thereby (the “Merger”) may not be completed.
Termination of the Merger Agreement could negatively impact us.
We will be subject to business uncertainties and contractual restrictions while the Merger is pending.
Two stockholder actions have been filed against us, our Board of Directors and MB challenging the Merger, and additional suits may be filed in the future. An adverse ruling in any of these lawsuits may prevent the Merger from being completed or from being completed within the expected timeframe.
The Merger Agreement limits our ability to pursue an alternative acquisition proposal and requires us to pay a termination fee of $20.0 million under limited circumstances relating to alternative acquisition proposals.
We may be materially and adversely affected by the highly regulated environment in which we operate.
Increasing dependence on our mortgage business may increase volatility in our consolidated revenues and earnings, and our residential mortgage lending profitability could be significantly reduced if we are not able to originate and sell mortgage loans at profitable margins.
Changes in interest rates may change the value of our mortgage servicing rights ("MSRs") portfolio, which may increase the volatility of our earnings.
Certain hedging strategies that we use to manage investment in MSR, mortgage loans held for sale and interest rate lock commitments may be ineffective to offset any adverse changes in the fair value of these assets due to changes in interest rates and market liquidity.
Our mortgage loan repurchase reserve for losses could be insufficient.
A significant increase in certain loan balances associated with our mortgage business may result in liquidity risk related to the funding of these loans.
We are subject to interest rate risk, including interest rate fluctuations that could have a material adverse effect on us.
Competition from financial institutions and other financial services providers may adversely affect our growth and profitability and have a material adverse effect on us.
Our business is subject to the conditions of the economies in which we operate and continued weakness in those economies and the real estate markets may materially and adversely affect us.
Our business is subject to domestic and, to a lesser extent, international economic conditions and other factors, many of which are beyond our control and could materially and adversely affect us.
The preparation of our consolidated financial statements requires us to make estimates and judgments, including the use of models, which are subject to an inherent degree of uncertainty and which may differ from actual results.

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We must manage credit risk and, if we are unable to do so, our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio, which could have a material adverse effect on us.
We may not be able to access sufficient and cost-effective sources of liquidity.
We are subject to liquidity risk, including unanticipated deposit volatility.
The repeal of federal prohibitions on payment of interest on business demand deposits could increase our interest expense and have a material adverse effect on us.
Changes in certain ratings related to us or our credit could increase our financing costs or make it more difficult for us to obtain funding or capital on commercially acceptable terms.
As a bank holding company, our sources of funds are limited.
We are subject to certain operational risks, including, but not limited to, data processing system failures and errors and customer or employee fraud. Our controls and procedures may fail or be circumvented.
We are dependent on outside third parties for processing and handling of our records and data.
System failure or breaches of our network security, including with respect to our internet banking activities, could subject us to increased operating costs as well as litigation and other liabilities.
We have counterparty risk and therefore we may be materially and adversely affected by the soundness of other financial institutions.
We are subject to lending concentration risks.
We are subject to mortgage asset concentration risks.
Our business strategy is dependent on our continued ability to attract, develop and retain highly qualified and experienced personnel in senior management and customer relationship positions.
Our reputation could be damaged by negative publicity.
New lines of business, new products and services or new customer relationships may subject us to certain additional risks.
We may experience difficulties in managing our future growth.
We and our subsidiaries are subject to changes in federal and state tax laws and changes in interpretation of existing laws.
Regulatory requirements, including rules recently adopted by the U.S. federal bank regulatory agencies to implement Basel III, growth plans or operating results may require us to raise additional capital, which may not be available on favorable terms or at all.
We have not paid a dividend on our common stock since the third quarter of 2008. In addition, regulatory restrictions and liquidity constraints at the holding company level could impair our ability to make distributions on our outstanding securities.

For further information about these and other risks, uncertainties and factors, please review the disclosure included in the section captioned "Risk Factors” in our December 31, 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 8, 2013, as updated by our quarterly reports on Form 10-Q, Current Reports on Form 8-K and other filings we have made with the SEC. You should not place undue reliance on any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements or risk factors, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release.


Additional Information
 
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger between MB Financial, Inc. (“MB Financial”) and Taylor Capital Group, Inc. (“Taylor Capital”), MB Financial has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”). The registration statement includes a preliminary joint proxy statement of MB Financial and Taylor Capital that also constitutes a preliminary prospectus of MB Financial, which, when finalized, will be sent to the stockholders of MB Financial and Taylor Capital. Stockholders are advised to read the preliminary joint proxy statement/prospectus regarding the proposed merger, the definitive joint proxy statement/prospectus (when it becomes available) and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain, or will contain, as the case may be, important information about MB Financial, Taylor

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Capital and the proposed transaction. Copies of all documents relating to the merger filed by MB Financial and Taylor Capital 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 MB Financial’s website at www.mbfinancial.com under the tab “Investor Relations” and then under “SEC Filings” or by accessing Taylor Capital’s website at www.taylorcapitalgroup.com under the tab “SEC Filings” and then under “Documents.” Alternatively, these documents can be obtained free of charge from MB Financial upon written request to MB Financial, Inc., Secretary, 6111 North River Road, Rosemont, Illinois 60018 or by calling (847) 653-1992, or from Taylor Capital, upon written request to Taylor Capital Group, Inc., Investor Relations, 9550 West Higgins Road, Rosemont, Illinois 60018 or by calling (847) 653-7978.
 
Participants in this Transaction
 
MB Financial, Taylor Capital and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction under the rules of the SEC. Information about these participants may be found in the definitive proxy statement of MB Financial relating to its 2013 Annual Meeting of Stockholders filed with the SEC by MB Financial on April 12, 2013 and the definitive proxy statement of Taylor Capital relating to its 2013 Annual Meeting of Stockholders filed with the SEC on April 24, 2013. These definitive proxy statements can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants can be found in the joint proxy statement/prospectus regarding the proposed transaction, copies of which may also be obtained free of charge from the sources indicated above.


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CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

 
(Unaudited)
 
(Unaudited)
 
 
 
September 30,
2013
 
June 30,
2013
 
December 31,
2012
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
122,407

 
$
97,832

 
$
166,385

Investment securities
1,420,906

 
1,434,326

 
1,267,757

Loans held for sale
498,276

 
693,937

 
938,379

Loans, net of allowance for loan losses of $85,013 at September 30, 2013, $83,576 at June 30, 2013 and $82,191 at December 31, 2012
3,543,645

 
3,218,972

 
3,086,112

Premises, leasehold improvements and equipment, net
25,391

 
23,941

 
16,062

Investment in Federal Home Loan Bank and Federal Reserve Bank stock
74,342

 
79,726

 
74,950

Mortgage servicing rights
184,237

 
145,729

 
78,917

Other real estate and repossessed assets, net
14,389

 
19,794

 
24,259

Other assets
131,101

 
187,113

 
149,589

Total assets
$
6,014,694

 
$
5,901,370

 
$
5,802,410

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
Deposits:
 
 
 
 
 
Noninterest-bearing
$
1,010,789

 
$
1,138,839

 
$
1,179,724

Interest-bearing
2,686,407

 
2,553,587

 
2,348,618

Total deposits
3,697,196

 
3,692,426

 
3,528,342

Accrued interest, taxes and other liabilities
120,521

 
133,208

 
131,473

Short-term borrowings
1,565,651

 
1,428,855

 
1,463,019

Long-term borrowings

 

 

Junior subordinated debentures
86,607

 
86,607

 
86,607

Subordinated notes, net

 

 
33,366

Total liabilities
5,469,975

 
5,341,096

 
5,242,807

 
 
 
 
 
 
Stockholders' equity:
 
 
 
 
 
Preferred stock, Series A
100,000

 
100,000

 
100,000

Preferred stock, Series B
78,927

 
104,745

 
103,813

Nonvoting preferred stock
13

 
13

 
13

Common stock
307

 
305

 
302

Surplus
417,202

 
416,420

 
412,391

Accumulated deficit
(27,518
)
 
(38,104
)
 
(63,537
)
Accumulated other comprehensive income, net
5,373

 
6,480

 
36,206

Treasury stock
(29,585
)
 
(29,585
)
 
(29,585
)
Total stockholders' equity
544,719

 
560,274

 
559,603

Total liabilities and stockholders' equity
$
6,014,694

 
$
5,901,370

 
$
5,802,410


10


CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(dollars in thousands, except per share data)
 
For the Three Months Ended
 
For the Nine Months Ended
 
Sep 30,
2013
 
Jun 30, 2013
 
Sep 30,
2012
 
Sep 30,
2013
 
Sep 30,
2012
Interest income:
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
40,501

 
$
37,499

 
$
36,561

 
$
115,629

 
$
107,266

Interest and dividends on investment securities:

 

 

 

 

Taxable
8,332

 
8,398

 
8,897

 
25,347

 
29,104

Tax-exempt
2,826

 
2,077

 
733

 
6,330

 
2,087

Interest on cash equivalents
2

 
1

 
1

 
4

 
7

Total interest income
51,661

 
47,975

 
46,192

 
147,310

 
138,464

 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
Deposits
3,697

 
4,213

 
4,399

 
12,174

 
14,748

Short-term borrowings
491

 
473

 
564

 
1,384

 
1,756

Long-term borrowings

 

 
32

 

 
601

Junior subordinated debentures
1,446

 
1,444

 
1,466

 
4,333

 
4,402

Subordinated notes

 
763

 
2,535

 
1,627

 
7,581

Total interest expense
5,634

 
6,893

 
8,996

 
19,518

 
29,088

 
 
 
 
 
 
 
 
 
 
Net interest income
46,027

 
41,082

 
37,196

 
127,792

 
109,376

Provision for loan losses
300

 
700

 
900

 
1,300

 
8,350

Net interest income after provision for loan losses
45,727

 
40,382

 
36,296

 
126,492

 
101,026

 
 
 
 
 
 
 
 
 
 
Noninterest income:
 
 
 
 
 
 
 
 
 
Service charges
3,572

 
3,505

 
3,423

 
10,568

 
10,069

Mortgage banking revenue
25,148

 
38,533

 
40,676

 
95,711

 
81,220

Gain on sales of investment securities
61

 
6

 

 
68

 
3,976

Other derivative income
1,855

 
1,704

 
1,790

 
5,119

 
3,166

Other noninterest income
1,836

 
2,353

 
1,361

 
6,826

 
4,654

Total noninterest income
32,472

 
46,101

 
47,250

 
118,292

 
103,085

 
 
 
 
 
 
 
 
 
 
Noninterest expense:

 
 
 
 
 
 
 
 
Salaries and employee benefits
35,100

 
37,322

 
37,024

 
106,450

 
88,939

Occupancy of premises, furniture and equipment
3,703

 
3,519

 
3,246

 
10,527

 
8,958

Nonperforming asset expense
(836
)
 
(1,198
)
 
613

 
(1,475
)
 
2,135

Early extinguishment of debt

 
5,380

 
3,670

 
5,380

 
7,658

FDIC assessment
1,963

 
1,759

 
1,766

 
5,746

 
4,965

Legal fees, net
2,001

 
1,117

 
1,020

 
3,976

 
2,633

Loan expense, net
2,195

 
2,895

 
1,862

 
7,461

 
4,405

Outside services
3,535

 
2,818

 
1,082

 
8,849

 
2,369

Other noninterest expense
6,881

 
6,659

 
5,616

 
19,654

 
14,391

Total noninterest expense
54,542

 
60,271

 
55,899

 
166,568

 
136,453

 
 
 
 
 
 
 
 
 
 
Income before income taxes
23,657

 
26,212

 
27,647

 
78,216

 
67,658

Income tax expense
9,488

 
10,595

 
10,898

 
31,173

 
27,215

Net income
14,169

 
15,617

 
16,749

 
47,043

 
40,443

Preferred dividends and discounts
(3,583
)
 
(3,780
)
 
(1,757
)
 
(11,024
)
 
(5,247
)
Net income applicable to common stockholders
$
10,586

 
$
11,837

 
$
14,992

 
$
36,019

 
$
35,196

 
 
 
 
 
 
 
 
 
 
Basic income per common share
$
0.35

 
$
0.39

 
$
0.50

 
$
1.19

 
$
1.18

Diluted income per common share
0.34

 
0.39

 
0.49

 
1.17

 
1.15

Weighted-average common shares outstanding
28,936,361

 
28,687,406

 
28,430,871

 
28,741,025

 
28,220,962

Weighted-average diluted common shares outstanding
29,176,070

 
28,995,753

 
28,931,235

 
29,062,538

 
28,989,066


11


SUMMARY OF KEY QUARTERLY FINANCIAL DATA
(dollars in thousands)
Unaudited
 
2013
 
2012
 
Third Quarter
 
Second Quarter
 
First Quarter
 
Fourth
Quarter
 
Third
Quarter
Condensed Income Data:
 
 
 
 
 
 
 
 
 
Net interest income
$
46,027

 
$
41,082

 
$
40,683

 
$
40,510

 
$
37,196

Provision for loan losses
300

 
700

 
300

 
1,200

 
900

Total noninterest income
32,472

 
46,101

 
39,719

 
51,962

 
47,250

Total noninterest expense
54,542

 
60,271

 
51,755

 
55,284

 
55,899

Income before income taxes
23,657

 
26,212

 
28,347

 
35,988

 
27,647

Income tax expense
9,488

 
10,595

 
11,090

 
14,530

 
10,898

Net income
14,169

 
15,617

 
17,257

 
21,458

 
16,749

Preferred dividends and discounts
(3,583
)
 
(3,780
)
 
(3,661
)
 
(1,765
)
 
(1,757
)
Net income applicable to common stockholders
$
10,586

 
$
11,837

 
$
13,596

 
$
19,693

 
$
14,992

 
 
 
 
 
 
 
 
 
 
Non-GAAP Measures of Performance: (1)
 
 
 
 
 
 
 
 
 
Revenue
$
78,438

 
$
87,177

 
$
80,401

 
$
90,984

 
$
84,446

Pre-tax, pre-provision operating earnings
23,060

 
31,088

 
29,205

 
38,579

 
32,830

 
 
 
 
 
 
 
 
 
 
Per Share Data:
 
 
 
 
 
 
 
 
 
Basic income per common share
$
0.35

 
$
0.39

 
$
0.45

 
$
0.66

 
$
0.50

Diluted income per common share
0.34

 
0.39

 
0.44

 
0.65

 
0.49

Tangible book value per common share
12.47

 
12.22

 
12.69

 
12.36

 
11.97

Weighted average common shares-basic
28,936,361

 
28,687,406

 
28,595,562

 
28,515,040

 
28,430,871

Weighted average common shares-diluted
29,176,070

 
28,995,753

 
28,961,395

 
28,895,719

 
28,931,235

Common shares outstanding-end of period
29,333,540

 
29,098,639

 
29,088,735

 
28,792,042

 
28,756,717

 
 
 
 
 
 
 
 
 
 
Performance Ratios (annualized):
 
 
 
 
 
 
 
 
 
Return on average assets
0.96
%
 
1.09
%
 
1.22
%
 
1.59
%
 
1.33
%
Return on average common equity
11.69
%
 
12.66
%
 
14.82
%
 
22.40
%
 
17.62
%
Efficiency ratio (2)
69.54
%
 
69.14
%
 
64.37
%
 
60.76
%
 
66.19
%
 
 
 
 
 
 
 
 
 
 
Average Balance Sheet Data: (3)
 
 
 
 
 
 
 
 
 
Total assets
$
5,893,140

 
$
5,747,219

 
$
5,642,192

 
$
5,389,566

 
$
5,026,706

Investments
1,491,554

 
1,472,316

 
1,360,213

 
1,213,422

 
1,230,953

Cash equivalents
541

 
237

 
555

 
985

 
304

Loans held for sale
626,043

 
634,327

 
691,134

 
663,759

 
424,508

Loans
3,442,999

 
3,254,918

 
3,177,615

 
3,090,019

 
2,997,346

Total interest-earning assets
5,561,137

 
5,361,798

 
5,229,517

 
4,968,185

 
4,653,111

Interest-bearing deposits
2,767,265

 
2,494,537

 
2,424,772

 
2,282,290

 
2,193,790

Borrowings
1,425,545

 
1,397,300

 
1,219,977

 
1,241,905

 
1,224,884

Total interest-bearing liabilities
4,192,810

 
3,891,837

 
3,644,749

 
3,524,195

 
3,418,674

Noninterest-bearing deposits
1,061,917

 
1,195,709

 
1,333,958

 
1,257,811

 
1,081,568

Total stockholders' equity
545,391

 
578,142

 
570,652

 
500,727

 
441,133

 
 
 
 
 
 
 
 
 
 
Tax Equivalent Net Interest Margin:
 
 
 
 
 
 
 
 
 
Net interest income as stated
$
46,027

 
$
41,082

 
$
40,683

 
$
40,510

 
$
37,196

Add: Tax equivalent adjust. - investment (4)
1,522

 
1,119

 
769

 
545

 
395

          Tax equivalent adjust. - loans (4)
27

 
29

 
29

 
30

 
30

Tax equivalent net interest income
$
47,576

 
$
42,230

 
$
41,481

 
$
41,085

 
$
37,621

Net interest margin without tax adjust. (5)
3.29
%
 
3.07
%
 
3.14
%
 
3.25
%
 
3.19
%
Net interest margin - tax equivalent (4) (5)
3.41
%
 
3.16
%
 
3.20
%
 
3.30
%
 
3.22
%
Yield on earning assets without tax adjust. (5)
3.70
%
 
3.59
%
 
3.68
%
 
3.83
%
 
3.96
%
Yield on earning assets - tax equivalent (4) (5)
3.81
%
 
3.67
%
 
3.74
%
 
3.87
%
 
3.99
%
Yield on interest-bearing liabilities (5)
0.53
%
 
0.71
%
 
0.78
%
 
0.81
%
 
1.05
%
Net interest spread without tax adjust. (5)
3.17
%
 
2.88
%
 
2.90
%
 
3.02
%
 
2.91
%
Net interest spread - tax equivalent (4) (5)
3.28
%
 
2.96
%
 
2.96
%
 
3.06
%
 
2.95
%
Footnotes:
(1)
Refer to Reconciliation of U.S. GAAP Financial Measures for a reconciliation to GAAP.
(2)
Efficiency ratio is determined by dividing noninterest expense by an amount equal to net interest income plus noninterest income, adjusted for gains or losses from investment securities.
(3)
Average balances are daily averages.
(4)
Adjustment reflects tax-exempt interest income on an equivalent before-tax basis assuming a tax rate of 35.0%
(5)
During the second quarter 2013, the Company revised its methodology for calculating these metrics to exclude the valuation adjustment on mortgages held at fair value. Prior period ratios have been adjusted to reflect this change.

12


SUMMARY OF KEY YEAR-TO-DATE FINANCIAL DATA
(dollars in thousands)
Unaudited
 
 
For the Nine Months Ended September 30,
 
 
2013
 
2012
Condensed Income Data:
 
 
 
 
Net interest income
 
$
127,792

 
$
109,376

Provision for loan losses
 
1,300

 
8,350

Total noninterest income
 
118,292

 
103,085

Total noninterest expense
 
166,568

 
136,453

Income before income taxes
 
78,216

 
67,658

Income tax expense
 
31,173

 
27,215

Net income
 
47,043

 
40,443

Preferred dividends and discounts
 
(11,024
)
 
(5,247
)
Net income applicable to common stockholders
 
$
36,019

 
$
35,196

 
 
 
 
 
Non-GAAP Measures of Performance: (1)
 
 
 
 
Revenue
 
$
246,016

 
$
208,610

Pre-tax, pre-provision operating earnings
 
83,353

 
81,950

 
 
 
 
 
Per Share Data:
 
 
 
 
Basic income per common share
 
$
1.19

 
$
1.18

Diluted income per common share
 
1.17

 
1.15

Tangible book value per common share
 
12.47

 
11.97

Weighted average common shares-basic
 
28,741,025

 
28,220,962

Weighted average common shares-diluted
 
29,062,538

 
28,989,066

Common shares outstanding-end of period
 
29,333,540

 
28,727,580

 
 
 
 
 
Performance Ratios (Annualized):
 
 
 
 
Return on average assets
 
1.09
%
 
1.11
%
Return on average common equity
 
13.06
%
 
14.66
%
Efficiency ratio (2)
 
67.71
%
 
65.41
%
 
 
 
 
 
Average Balance Sheet Data: (3)
 
 
 
 
Total assets
 
$
5,761,770

 
$
4,852,152

Investments
 
1,441,842

 
1,268,040

Cash equivalents
 
444

 
657

Loans held for sale
 
650,263

 
313,827

Loans
 
3,292,817

 
2,960,691

Total interest-earning assets
 
5,385,366

 
4,543,215

Interest-bearing deposits
 
2,563,447

 
2,246,633

Borrowings
 
1,348,360

 
1,196,942

Total interest-bearing liabilities
 
3,911,807

 
3,443,575

Noninterest-bearing deposits
 
1,196,198

 
910,131

Total stockholders' equity
 
564,636

 
421,722

 
 
 
 
 
Tax Equivalent Net Interest Margin:
 
 
 
 
Net interest income as stated
 
$
127,792

 
$
109,376

 Add: Tax equivalent adjust. - investment (4)
 
3,409

 
1,124

          Tax equivalent adjust. - loans (4)
 
85

 
94

Tax equivalent net interest income
 
$
131,286

 
$
110,594

Net interest margin without tax adjust.  (5)
 
3.17
%
 
3.21
%
Net interest margin - tax equivalent (4) (5)
 
3.26
%
 
3.25
%
Yield on earning assets without tax adjust. (5)
 
3.65
%
 
4.07
%
Yield on earning assets - tax equivalent (4) (5)
 
3.74
%
 
4.10
%
Yield on interest-bearing liabilities (5)
 
0.67
%
 
1.13
%
Net interest spread - without tax adjust. (5)
 
2.98
%
 
2.94
%
Net interest spread - tax equivalent (4) (5)
 
3.07
%
 
2.97
%
Footnotes:
(1)
Refer to Reconciliation of U.S. GAAP Financial Measures for a reconciliation to GAAP.
(2)
Efficiency ratio is determined by dividing noninterest expense by an amount equal to net interest income plus noninterest income, adjusted for gains or losses from investment securities.
(3)
Average balances are daily averages.
(4)
Adjustment reflects tax-exempt interest income on an equivalent before-tax basis assuming a tax rate of 35.0%
(5)
During the second quarter 2013, the Company revised its methodology for calculating these metrics to exclude the valuation adjustment on mortgages held at fair value. Prior period ratios have been adjusted to reflect this change.

13


SUMMARY OF KEY PERIOD-END FINANCIAL DATA
(dollars in thousands)
Unaudited
    
 
Sep 30,
2013
 
Jun 30,
2013
 
Mar 31,
2013
 
Dec 31,
2012
 
Sep 30,
2012
Condensed Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Investment securities
$
1,420,906

 
$
1,434,326

 
$
1,429,971

 
$
1,267,757

 
$
1,212,139

Loans held for sale
498,276

 
693,937

 
668,937

 
938,379

 
422,621

Loans
3,628,658

 
3,302,548

 
3,222,794

 
3,168,303

 
3,085,693

Allowance for loan losses
85,013

 
83,576

 
82,150

 
82,191

 
79,667

Total assets
6,014,694

 
5,901,370

 
5,770,432

 
5,802,410

 
5,136,975

Total deposits
3,697,196

 
3,692,426

 
3,794,394

 
3,528,342

 
3,558,682

Total borrowings
1,652,258

 
1,515,462

 
1,256,653

 
1,582,992

 
1,010,315

Total stockholders' equity
544,719

 
560,274

 
573,332

 
559,603

 
447,574

 
 
 
 
 
 
 
 
 
 
Asset Quality Ratios:
 
 
 
 
 
 
 
 
 
Nonperforming loans
$
86,045

 
$
69,539

 
$
71,404

 
$
59,537

 
$
62,096

Nonperforming assets
100,434

 
89,333

 
98,622

 
83,796

 
90,955

Allowance for loan losses to total loans (excluding loans held for sale)
2.34
%
 
2.53
%
 
2.55
%
 
2.59
%
 
2.58
%
Allowance for loan losses to nonperforming loans
98.80
%
 
120.19
%
 
115.05
%
 
138.05
%
 
128.30
%
Nonperforming assets to total loans plus repossessed property (1)
2.76
%
 
2.69
%
 
3.03
%
 
2.62
%
 
2.92
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Resources (Taylor Capital Group, Inc.):
 
 
 
 
 
 
 
 
 
Total Capital (to Risk Weighted Assets)
14.15
%
 
15.22
%
 
16.50
%
 
16.27
%
 
14.41
%
Tier I Capital (to Risk Weighted Assets)
12.89
%
 
13.96
%
 
14.45
%
 
14.21
%
 
12.29
%
Leverage (to average assets)
10.30
%
 
10.87
%
 
10.91
%
 
11.14
%
 
9.43
%
Total Capital
$
663,917

 
$
679,379

 
$
701,381

 
$
685,998

 
$
553,977

Tier I Capital
604,920

 
623,221

 
614,382

 
599,504

 
472,221


(1) During the fourth quarter of 2012, the Company revised its methodology for calculating this metric to exclude loans held for sale from total loans. Prior period ratios have been adjusted to reflect this change.


14


COMPOSITION OF LOAN PORTFOLIO (unaudited)
(dollars in thousands)

The following table presents the composition of the Company's loan portfolio as of the dates indicated:

 
 
September 30, 2013
 
June 30, 2013
 
December 31, 2012
Loans
 

Balance
 
Percent of Gross Loans
 

Balance
 
Percent of Gross Loans
 
Balance
 
Percent of Gross Loans
Commercial and industrial
 
$
1,902,572

 
52.3
%
 
$
1,707,502

 
51.6
%
 
$
1,590,587

 
50.1
%
Commercial real estate secured
 
1,113,533

 
30.6

 
1,036,303

 
31.3

 
965,978

 
30.4

Residential construction and land
 
49,796

 
1.3

 
42,606

 
1.3

 
45,903

 
1.5

Commercial construction and land
 
115,698

 
3.2

 
119,839

 
3.6

 
103,715

 
3.3

Lease receivables
 
108,808

 
3.0

 
93,999

 
2.8

 
50,803

 
1.6

Total commercial loans
 
3,290,407

 
90.4

 
3,000,249

 
90.6

 
2,756,986

 
86.9

Consumer
 
348,362

 
9.6

 
311,115

 
9.4

 
416,635

 
13.1

Gross loans
 
3,638,769

 
100.0
%
 
3,311,364

 
100.0
%
 
3,173,621

 
100.0
%
Less: Unearned discount
 
(10,111
)
 
 
 
(8,816
)
 
 
 
(5,318
)
 
 
Total loans
 
3,628,658

 
 
 
3,302,548

 
 
 
3,168,303

 
 
Less: Loan loss allowance
 
(85,013
)
 
 
 
(83,576
)
 
 
 
(82,191
)
 
 
Net loans
 
$
3,543,645

 
 
 
$
3,218,972

 
 
 
$
3,086,112

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans Held for Sale
 
$
498,276

 
 
 
$
693,937

 
 
 
$
938,379

 
 

The following table provides details of the Company's commercial real estate portfolio:

 
 
September 30, 2013
 
June 30, 2013
 
December 31, 2012
Commercial real estate secured:
 

Balance
 
Percent of Total
 

Balance
 
Percent of Total
 

Balance
 
Percent of Total
Commercial non-owner occupied:
 
 
 
 
 
 
 
 
 
 
 
 
Retail strip centers or malls
 
$
104,595

 
9.4
%
 
$
105,305

 
10.2
%
 
$
109,266

 
11.3
%
Office/mixed use property
 
121,683

 
10.9

 
110,174

 
10.6

 
113,216

 
11.7

Commercial properties
 
102,683

 
9.2

 
99,855

 
9.6

 
111,852

 
11.6

Specialized – other
 
99,409

 
8.9

 
73,133

 
7.1

 
69,827

 
7.2

Other commercial properties
 
20,739

 
1.9

 
24,806

 
2.4

 
28,870

 
3.0

Farmland
 
2,285

 
0.3

 
2,314

 
0.2

 

 

Subtotal commercial non-owner occupied
 
451,394

 
40.6

 
415,587

 
40.1

 
433,031

 
44.8

Commercial owner-occupied
 
537,208

 
48.2

 
498,057

 
48.1

 
425,723

 
44.1

Multi-family properties
 
124,931

 
11.2

 
122,659

 
11.8

 
107,224

 
11.1

     Total commercial real estate
        secured
 
$
1,113,533

 
100.0
%
 
$
1,036,303

 
100.0
%
 
$
965,978

 
100.0
%

15


CREDIT QUALITY (unaudited)
(dollars in thousands)
 
 
At or for the Three Months Ended
 
 
September 30,
2013
 
June 30,
2013
 
December 31,
2012
Nonperforming Assets:
 
 
 
 
 
 
Loans contractually past due 90 days or more but still accruing interest
 
$

 
$

 
$

Nonaccrual loans:
 
 
 
 
 
 
Commercial and industrial
 
$
19,893

 
$
16,577

 
$
16,705

Commercial real estate secured
 
34,584

 
20,900

 
14,530

Residential construction and land
 

 

 
4,495

Commercial construction and land
 
25,746

 
26,272

 
15,220

Consumer
 
5,822

 
5,790

 
8,587

Total nonaccrual loans
 
86,045

 
69,539

 
59,537

Total nonperforming loans
 
86,045

 
69,539

 
59,537

Other real estate owned and repossessed assets
 
14,389

 
19,794

 
24,259

Total nonperforming assets
 
$
100,434

 
$
89,333

 
$
83,796

 
 
 
 
 
 
 
Other Credit Quality Information:
 
 
 
 
 
 
Commercial criticized and classified loans (1)
 
 
 
 
 
 
Special mention
 
$
47,919

 
$
43,938

 
$
58,025

Substandard
 
23,547

 
26,514

 
22,608

Nonaccrual
 
80,223

 
63,749

 
50,950

Total commercial criticized and classified loans
 
$
151,689

 
$
134,201

 
$
131,583

Loans contractually past due 30 – 89 days and still accruing
 
$
5,658

 
$
4,522

 
$
6,111

Performing restructured loans
 
20,031

 
21,928

 
17,456

Recorded balance of impaired loans
 
100,464

 
86,700

 
70,343

Allowance for loan losses related to impaired loans
 
16,169

 
16,330

 
12,057

 
 
 
 
 
 
 
Allowance for Loan Losses Summary:
 
 
 
 
 
 
Allowance at beginning of period
 
$
83,576

 
$
82,150

 
$
79,667

(Charge-offs), net of recoveries:
 
 
 
 
 
 
Commercial and commercial real estate
 
1,291

 
870

 
1,793

Real estate – construction and land
 

 
48

 
125

Consumer
 
(154
)
 
(192
)
 
(594
)
Total net (charge-offs) recoveries
 
1,137

 
726

 
1,324

Provision for loan losses
 
300

 
700

 
1,200

Allowance at end of period
 
$
85,013

 
$
83,576

 
$
82,191

 
 
 
 
 
 
 
Key Credit Ratios:
 
 
 
 
 
 
Nonperforming loans to total loans (2)
 
2.37
 %
 
2.11
 %
 
1.88
 %
Nonperforming assets to total loans plus repossessed property (2)
 
2.76
 %
 
2.69
 %
 
2.62
 %
Nonperforming assets to total assets
 
1.67
 %
 
1.51
 %
 
1.44
 %
Annualized net charge-offs (recoveries) to average total loans (2)
 
(0.13
)%
 
(0.09
)%
 
(0.17
)%
Allowance to total loans at end of period (excluding loans held for sale)
 
2.34
 %
 
2.53
 %
 
2.59
 %
Allowance to nonperforming loans
 
98.80
 %
 
120.19
 %
 
138.05
 %
30 – 89 days past due to total loans (2)
 
0.16
 %
 
0.14
 %
 
0.19
 %
(1)
Commercial criticized and classified loans excludes consumer loans.
(2)
During the fourth quarter 2012, the Company revised its methodology for calculating these metrics to exclude loans held for sale from total loans.

16


LOAN PORTFOLIO AGING (unaudited)
(dollars in thousands)

 
 
As of September 30, 2013
 
 
30-89 Days Past Due
 
>90 Days Past Due and Still Accruing
 
Nonaccrual
 
Current
 
Total Loans
 
% of Total Loans
 
Allowance for Loan Loss Allocation
Commercial and industrial
 
$

 
$

 
$
19,893

 
$
1,882,679

 
$
1,902,572

 
52
%
 
$
38,092

 
 

 

 

 

 

 

 

Commercial real estate secured:
 

 

 

 

 

 

 

Commercial non-owner occupied:
 

 

 

 

 

 

 

Retail strip centers or malls
 

 

 
15,854

 
88,741

 
104,595

 
3
%
 
4,428

Office/mixed use property
 

 

 
1,177

 
120,506

 
121,683

 
3
%
 
2,166

Commercial properties
 

 

 
408

 
102,275

 
102,683

 
3
%
 
2,113

Specialized – other
 

 

 
4,541

 
94,868

 
99,409

 
3
%
 
1,489

Other commercial properties
 

 

 

 
20,739

 
20,739

 
1
%
 
326

Farmland
 

 

 

 
2,285

 
2,285

 
%
 
36

Subtotal commercial non-owner occupied
 

 

 
21,980

 
429,414

 
451,394

 
13
%
 
10,558

Commercial owner-occupied
 
290

 

 
12,355

 
524,563

 
537,208

 
15
%
 
8,918

Multi-family properties
 
156

 

 
249

 
124,526

 
124,931

 
3
%
 
2,195

     Total commercial real
        estate secured
 
446

 

 
34,584

 
1,078,503

 
1,113,533

 
31
%
 
21,671

 
 

 

 

 

 

 

 

Residential construction and land:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential construction
 

 

 

 
33,680

 
33,680

 
1
%
 
4,366

Land
 

 

 

 
16,116

 
16,116

 
%
 
2,088

     Total residential
        construction and land
 

 

 

 
49,796

 
49,796

 
1
%
 
6,454

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial construction and land
 

 

 
25,746

 
89,952

 
115,698

 
3
%
 
10,251

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease receivables, net of unearned discount
 

 

 

 
98,697

 
98,697

 
3
%
 
592

Total commercial loans
 
446

 

 
80,223

 
3,199,627

 
3,280,296

 
90
%
 
77,060

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer loans
 
5,212

 

 
5,822

 
337,328

 
348,362

 
10
%
 
7,953

Total loans
 
$
5,658

 
$

 
$
86,045

 
$
3,536,955

 
$
3,628,658

 
100
%
 
$
85,013



17


FUNDING LIABILITIES (unaudited)
(dollars in thousands)

The following table presents the distribution of the Company’s average deposit account balances for the periods indicated:
 
For the Three Months Ended
 
September 30, 2013
 
June 30, 2013
 
September 30, 2012
 
Average Balance
 
Percent of Deposits
 
Average Balance
 
Percent of Deposits
 
Average Balance
 
Percent of Deposits
Noninterest-bearing deposits
$
1,061,917

 
27.7
%
 
$
1,195,709

 
32.4
%
 
$
1,081,568

 
33.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
Commercial interest checking
315,722

 
8.2

 
159,627

 
4.3

 

 

NOW accounts
597,461

 
15.6

 
674,375

 
18.3

 
376,980

 
11.5

Savings deposits
41,236

 
1.1

 
40,920

 
1.1

 
39,690

 
1.2

Money market accounts
783,974

 
20.5

 
768,425

 
20.8

 
700,357

 
21.4

Brokered money market deposits

 

 

 

 
32,365

 
1.0

Certificates of deposit
546,152

 
14.3

 
550,454

 
14.9

 
560,962

 
17.1

Brokered certificates of deposit
220,323

 
5.8

 
162,299

 
4.4

 
255,219

 
7.8

CDARS time deposits
224,083

 
5.9

 
127,802

 
3.5

 
206,674

 
6.3

Public time deposits
38,315

 
0.9

 
10,635

 
0.3

 
21,543

 
0.7

Total interest-bearing deposits
2,767,266

 
72.3

 
2,494,537

 
67.6

 
2,193,790

 
67.0

Total deposits
$
3,829,183

 
100.0
%
 
$
3,690,246

 
100.0
%
 
$
3,275,358

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 

The following table sets forth the period end balances of total deposits as of each of the dates indicated below.



September 30, 2013

June 30,
2013

December 31, 2012
Noninterest-bearing deposits

$
1,010,789


$
1,138,839


$
1,179,724









Interest-bearing deposits:







Commercial interest checking

305,111


336,903



NOW accounts

632,105


537,103


573,133

Savings accounts

40,166


41,576


39,915

Money market accounts

761,590


771,382


744,791

Brokered money market deposits





27,840

Certificates of deposit

522,433


557,656


561,998

Brokered certificates of deposit

235,405


160,408


199,604

CDARS time deposits

135,013


132,552


186,187

Public time deposits

54,584


16,007


15,150

Total interest-bearing deposits

2,686,407


2,553,587


2,348,618

Total deposits

$
3,697,196


$
3,692,426


$
3,528,342



 

18


SUMMARY OF QUARTERLY SEGMENT FINANCIAL DATA (unaudited)
(dollars in thousands)

 
 
For the Three Months Ended
 
 
Sep 30,
2013
 
Jun 30,
2013
 
Mar 31,
2013
 
Dec 31,
 2012
 
Sep 30,
 2012
 
BANKING:
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
$
40,780

 
$
37,175

 
$
36,181

 
$
36,696

 
$
36,530

 
Provision for loan losses
 
233

 
946

 
292

 
1,200

 
805

 
Total noninterest income
 
7,284

 
7,528

 
7,647

 
7,518

 
6,527

 
Total noninterest expense
 
23,473

 
25,770

 
25,468

 
25,817

 
26,389

 
Income before income taxes
 
24,358

 
17,987

 
18,068

 
17,197

 
15,863

 
Income tax expense
 
9,621

 
7,105

 
7,136

 
6,793

 
6,266

 
Net income
 
$
14,737

 
$
10,882

 
$
10,932

 
$
10,404

 
$
9,597

 

 
 
For the Three Months Ended
 
 
Sep 30,
2013
 
Jun 30,
2013
 
Mar 31,
2013
 
Dec 31,
 2012
 
Sep 30,
 2012
 
MORTGAGE BANKING:
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
$
6,499

 
$
5,742

 
$
6,414

 
$
5,902

 
$
4,575

 
Provision for loan losses
 
67

 
(246
)
 
8

 

 
95

 
Noninterest income:
 
 
 
 
 
 
 
 
 
 
 
Loan origination income
 
17,249

 
29,355

 
26,430

 
38,906

 
39,640

 
Net servicing income
 
7,896

 
9,176

 
5,600

 
5,495

 
1,040

 
Total noninterest income
 
25,145

 
38,531

 
32,030

 
44,401

 
40,680

 
Total noninterest expense
 
29,063

 
29,086

 
26,287

 
29,466

 
25,840

 
Income before income taxes
 
2,514

 
15,433

 
12,149

 
20,837

 
19,320

 
Income tax expense (benefit)
 
(19
)
 
4,928

 
3,375

 
7,540

 
7,060

 
Net income
 
$
2,533

 
$
10,505

 
$
8,774

 
$
13,297

 
$
12,260

 
 
 
 
 
 
 
 
 
 
 
 
 
Origination Volume
 
$
1,596,431

 
$
1,874,248

 
$
1,907,642

 
$
1,947,356

 
$
1,384,726

 
Refinance %
 
37
%
 
62
%
 
77
%
 
77
%
 
69
%
 
Purchase %
 
63
%
 
38
%
 
23
%
 
23
%
 
31
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period End Balances
 
 
Sep 30,
2013
 
Jun 30,
2013
 
Mar 31,
2013
 
Dec 31,
 2012
 
Sep 30,
 2012
 
Mortgage servicing book
 
$
16,431,269

 
$
12,740,176

 
$
10,506,034

 
$
8,533,785

 
$
6,237,912

 
Mortgage servicing rights
 
184,237

 
145,729

 
106,576

 
78,917

 
53,218

 

The Company has identified two operating segments for purposes of financial reporting: Banking and Mortgage Banking. The Banking operating segment includes commercial banking, asset-based lending, equipment finance, retail banking and all other functions that support those units. The Mortgage Banking operating segment originates mortgage loans for sale to investors and for the Company's portfolio through its retail and broker channels. This segment also services mortgage loans for various investors and for loans owned by the Company. Segment results are presented based on our management accounting practices. The information presented in our segment reporting is based on internal allocations, which involve management judgment and is subject to periodic adjustments and enhancements. In addition, the Company utilizes an Other category that includes certain parent company activities and residual income tax expense or benefit.


19


RECONCILIATION OF U.S. GAAP FINANCIAL MEASURES (unaudited)
(dollars in thousands)

The following, as of the dates indicated, reconciles the income before income taxes to pre-tax, pre-provision operating earnings.
 
 
For the Three Months Ended
 
 
September 30,
2013
 
June 30,
2013
 
March 31,
2013
 
December 31,
 2012
 
September 30,
 2012
 
Income before income taxes
 
$
23,657

 
$
26,212

 
$
28,347

 
$
35,988

 
$
27,647

 
Add back (subtract):
 
 
 
 
 
 
 
 
 
 
 
Credit costs:
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
 
300

 
700

 
300

 
1,200

 
900

 
Nonperforming asset expense
 
(836
)
 
(1,198
)
 
559

 
2,816

 
613

 
Credit costs subtotal
 
(536
)
 
(498
)
 
859

 
4,016

 
1,513

 
Other:
 
 
 
 
 
 
 
 
 
 
 
Gain on sales of investment securities
 
(61
)
 
(6
)
 
(1
)
 
(1,488
)
 

 
Early extinguishment of debt
 

 
5,380

 

 
63

 
3,670

 
Other subtotal
 
(61
)
 
5,374

 
(1
)
 
(1,425
)
 
3,670

 
Pre-tax, pre-provision operating earnings
 
$
23,060

 
$
31,088

 
$
29,205

 
$
38,579

 
$
32,830

 

The following, as of the dates indicated, details the components of revenue.
 
 
For the Three Months Ended
 
 
September 30,
2013
 
June 30,
2013
 
March 31,
 2013
 
December 31,
 2012
 
September 30,
2012
 
Net interest income
 
$
46,027

 
$
41,082

 
$
40,683

 
$
40,510

 
$
37,196

 
Noninterest income
 
32,472

 
46,101

 
39,719

 
51,962

 
47,250

 
Add back (subtract):
 
 
 
 
 
 
 
 
 
 
 
Gain on sales of investment securities
 
(61
)
 
(6
)
 
(1
)
 
(1,488
)
 

 
Revenue
 
$
78,438

 
$
87,177

 
$
80,401

 
$
90,984

 
$
84,446

 

The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general practice within the banking industry. Management uses certain non-GAAP financial measures to evaluate the Company’s financial performance and has provided the non-GAAP measures of pre-tax, pre-provision operating earnings and of revenue. In the pre-tax, pre-provision operating earnings non-GAAP financial measure, the provision for loan losses, nonperforming asset expense and certain non-recurring items, such as gains and losses on investment securities and early extinguishment of debt are excluded from the determination of operating results. The non-GAAP measure of revenue is calculated as the sum of net interest income and noninterest income adjusted by investment securities gains and losses. Management believes that these measures are useful because they provide a more comparable basis for evaluating financial performance from period to period.


20