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8-K - 8-K - FIRST MIDWEST BANCORP INCfmbi06302014er8-k.htm
EX-99.2 - EX-99.2 - FIRST MIDWEST BANCORP INCfmbi06302014sfi.htm

Exhibit 99.1

Filed by First Midwest Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: First Midwest Bancorp, Inc.
(Commission File No. 0-10967)

 
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
2014 SECOND QUARTER RESULTS

Earnings up 14% - Strong Loan Growth
Increased Revenues - Improved Efficiency

ITASCA, IL, July 22, 2014 - 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 the second quarter of 2014. Net income for the second quarter of 2014 was $18.5 million, or $0.25 per share. This compares to $16.2 million, or $0.22 per share, for the second quarter of 2013, and $17.7 million, or $0.24 per share, for the first quarter of 2014.

“It was an active second quarter, marked by successful execution on a number of business fronts,” said Michael L. Scudder, President and Chief Executive Officer of First Midwest Bancorp, Inc. "Earnings for the quarter benefited from broad based revenue growth driven by solid overall business line performance. Our loan growth was diversified, with both our commercial and consumer portfolios posting 11% increases versus last quarter and a year ago. Fee-based revenue growth was robust, increasing 8% from a seasonally impacted first quarter and 4% from last year. This improvement was offset in part by acquisition-related expenses as well as comparatively higher loan reserve provisioning as we actively manage our growing credit portfolio.”
Mr. Scudder continued, “Integration efforts for our announced metro Chicago acquisitions of the Popular Community Bank branches and Great Lakes Financial Resources, Inc. remain on track for closings in the third and fourth quarters, respectively. Cumulatively, these transactions will add approximately $1.3 billion in deposits, strengthening our strong core deposit foundation and positioning us well for future performance and growth.”




1




SELECT HIGHLIGHTS

Business Momentum
Increased earnings per share by 14% from the second quarter of 2013 and 4% from the first quarter of 2014.

Grew total loans, excluding covered loans, by 11% from June 30, 2013 and 11% annualized from March 31, 2014.

Recorded fee-based revenues of $27 million, up 8% from the first quarter of 2014 and 4% from the second quarter of 2013.

Increased tax-equivalent net interest income to $69.2 million, improving net interest margin by 4 basis points to 3.65% from the first quarter of 2014.

Improved efficiency ratio to 63.6% holding noninterest expense consistent with the first quarter of 2014, excluding expenses related to recently announced acquisitions.

Credit and Capital

Reduced non-performing assets by 25% compared to June 30, 2013 and remained stable compared to March 31, 2014.

Recorded annualized net loan charge-offs to average loans, excluding covered loans, of 51 basis points for the first six months of 2014 compared to 55 basis points for the same period in 2013.

Increased dividends per share to $0.08, up from $0.07 for the first quarter of 2014 and $0.04 for the second quarter of 2013.

Grew Company tier 1 common capital to risk-weighted assets to 10.45% as of June 30, 2014, a 76 basis point improvement from June 30, 2013.

Significant Events

Announced the acquisition of Great Lakes Financial Resources, Inc. and the Chicago banking operations of Popular Community Bank, which will add over $1.3 billion in deposits and $800 million in loans when closed in the third and fourth quarters of 2014.

Recorded pre-tax securities gains of $4.0 million from the sale of two investments, including a $3.5 million gain on the sale of a non-accrual CDO.

Reduced interest expense by prepaying $114.6 million in FHLB advances.

Recognized by J.D. Power as having the "Highest Customer Satisfaction with Retail Banking in the Midwest Region*" according to the 2014 Retail Banking Satisfaction Study SM.




2



ACQUISITIONS

On July 7, 2014, the Company entered into a definitive agreement to acquire south suburban Chicago-based Great Lakes Financial Resources, Inc. ("Great Lakes"), the holding company for Great Lakes Bank, National Association. As part of the acquisition, the Company will acquire eight locations, approximately $234 million in loans, and $490 million in deposits, 96% of which represent core deposits. The merger consideration will be a combination of Company stock and cash, with an overall transaction value of approximately $58 million, subject to certain adjustments based on the stock price of the Company prior to closing. The acquisition is subject to customary regulatory approvals and certain closing conditions, and is expected to close before the end of 2014.

On April 22, 2014, the Bank entered into a definitive agreement to acquire the Chicago area banking operations of Banco Popular North America (doing business as Popular Community Bank), which is a subsidiary of Popular, Inc. The acquisition includes Popular Community Bank's retail banking offices and its small business and middle market commercial lending activities in the Chicago metropolitan area. As part of the acquisition, the Bank will acquire twelve full-service retail branches, approximately $750 million in deposits, and approximately $525 million in loans. Subsequently, the Bank entered into an amendment to the definitive agreement to purchase additional loans of approximately $50 million. The Bank received regulatory approval for this acquisition from the Federal Reserve; however, the acquisition is subject to certain closing conditions and is expected to close in the third quarter of 2014.



3



OPERATING PERFORMANCE


Net Interest Income and Margin Analysis
(Dollar amounts in thousands)
 
Quarters Ended
 
June 30, 2014
 
 
March 31, 2014
 
 
June 30, 2013
 
Average Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
(%)
 
 
Average
Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
(%)
 
 
Average
Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
(%)
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other interest-earning assets
$
532,900

 
$
369

 
0.28
 
 
$
537,137

 
$
382

 
0.29

 
 
$
674,849

 
$
468

 
0.28
Trading securities
17,913

 
28

 
0.63
 
 
17,470

 
28

 
0.64

 
 
15,610

 
24

 
0.61
Investment securities (1)
1,113,201

 
10,256

 
3.69
 
 
1,167,803

 
10,403

 
3.56

 
 
1,256,813

 
10,164

 
3.23
Federal Home Loan Bank and
  Federal Reserve Bank stock
35,517

 
348

 
3.92
 
 
35,161

 
335

 
3.81

 
 
40,998

 
342

 
3.34
Loans (1)(2)
5,902,953

 
63,901

 
4.34
 
 
5,722,457

 
61,518

 
4.36

 
 
5,383,891

 
63,829

 
4.76
Total interest-earning assets (1)
7,602,484

 
74,902

 
3.95
 
 
7,480,028

 
72,666

 
3.93

 
 
7,372,161

 
74,827

 
4.07
Cash and due from banks
117,108

 
 
 
 
 
 
111,500

 
 
 
 
 
 
124,996

 
 
 
 
Allowance for loan and covered
  loan losses
(79,071
)
 
 
 
 
 
 
(86,726
)
 
 
 
 
 
 
(98,006
)
 
 
 
 
Other assets
776,148

 
 
 
 
 
 
777,685

 
 
 
 
 
 
860,502

 
 
 
 
Total assets
$
8,416,669

 
 
 
 
 
 
$
8,282,487

 
 
 
 
 
 
$
8,259,653

 
 
 
 
Liabilities and Stockholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing transaction deposits
$
3,721,134

 
720

 
0.08
 
 
$
3,652,938

 
792

 
0.09

 
 
$
3,584,382

 
810

 
0.09
Time deposits
1,168,898

 
1,791

 
0.61
 
 
1,196,449

 
1,805

 
0.61

 
 
1,331,499

 
2,193

 
0.66
Borrowed funds
164,605

 
169

 
0.41
 
 
222,491

 
383

 
0.70

 
 
204,449

 
385

 
0.76
Senior and subordinated debt
190,981

 
3,016

 
6.33
 
 
190,949

 
3,015

 
6.40

 
 
214,828

 
3,435

 
6.41
Total interest-bearing liabilities
5,245,618

 
5,696

 
0.44
 
 
5,262,827

 
5,995

 
0.46

 
 
5,335,158

 
6,823

 
0.51
Demand deposits
2,069,781

 
 
 
 
 
 
1,928,289

 
 
 
 
 
 
1,880,476

 
 
 
 
Total funding sources
7,315,399

 
 
 
 
 
 
7,191,116

 
 
 
 
 
 
7,215,634

 
 
 
 
Other liabilities
66,681

 
 
 
 
 
 
75,969

 
 
 
 
 
 
83,518

 
 
 
 
Stockholders’ equity - common
1,034,589

 
 
 
 
 
 
1,015,402

 
 
 
 
 
 
960,501

 
 
 
 
Total liabilities and
  stockholders’ equity
$
8,416,669

 
 
 
 
 
 
$
8,282,487

 
 
 
 
 
 
$
8,259,653

 
 
 
 
Net interest income/margin (1) 
 
 
$
69,206

 
3.65
 
 
 
 
$
66,671

 
3.61

 
 
 
 
$
68,004

 
3.70

(1) Interest income and yields on tax-exempt securities and loans are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. This non-GAAP financial measure assists management in comparing revenue 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) This item includes covered interest-earning assets consisting 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.

For the second quarter of 2014, total average interest-earning assets increased $122.5 million and $230.3 million from the first quarter of 2014 and the second quarter of 2013, respectively, driven by growth in the loan portfolio, which was funded by higher core deposits and cash flows from maturities of investment securities.

The decrease in total average interest-bearing liabilities of $17.2 million from the first quarter of 2014 resulted from lower levels of time deposits and borrowed funds, which more than offset the increase in interest-bearing transaction deposits. Compared to the second quarter of 2013, the reduction in borrowed funds and senior and subordinated debt mitigated the impact of the rise in interest-bearing transaction deposits. The decline in borrowed funds resulted from the prepayment of $114.6 million of FHLB advances during the second quarter of 2014. Compared to both prior periods, growth in demand deposits also contributed to the increase in total funding sources.
 
Tax-equivalent net interest margin for the current quarter was 3.65%, increasing 4 basis points from the first quarter of 2014 and decreasing 5 basis points from the second quarter of 2013. The decline in the yield on loans compared to both prior periods reflects the continued shift in the loan mix to floating rate loans and the flattening of the yield curve, which was mitigated by an increase in the yield on covered interest-earning assets in the second quarter of 2014. Compared to the linked quarter, the reduction in the

4



loan yield was more than offset by higher yields on investment securities and a 29 basis point reduction in rates paid on borrowed funds primarily from the prepayment of FHLB advances, of which the full impact will be seen in the third quarter of 2014.


Noninterest Income Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended
 
June 30, 2014
Percent Change From
 
 
June 30,
2014
 
March 31,
2014
 
June 30,
2013
 
March 31,
2014
 
June 30,
2013
Service charges on deposit accounts
 
$
8,973

 
$
8,020

 
$
9,118

 
11.9

 
(1.6
)
Wealth management fees
 
6,552

 
6,457

 
6,126

 
1.5

 
7.0

Card-based fees
 
5,969

 
5,335

 
5,547

 
11.9

 
7.6

Merchant servicing fees
 
2,916

 
2,709

 
2,899

 
7.6

 
0.6

Mortgage banking income
 
959

 
1,115

 
1,010

 
(14.0
)
 
(5.0
)
Other service charges, commissions, and fees
 
1,639

 
1,413

 
1,308

 
16.0

 
25.3

Total fee-based revenues
 
27,008

 
25,049

 
26,008

 
7.8

 
3.8

Net securities gains
 
4,517

 
1,073

 
216

 
N/M

 
N/M

Loss on early extinguishment of debt
 
(2,059
)
 

 

 
N/M

 
N/M

Other income
 
1,196

 
937

 
1,003

 
27.6

 
19.2

Net trading gains (1)
 
531

 
191

 
214

 
N/M

 
N/M

Total noninterest income
 
$
31,193

 
$
27,250

 
$
27,441

 
14.5

 
13.7


N/M - Not meaningful.

(1) Net trading gains 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 increased 7.8% compared to the linked-quarter, reflecting increases across most categories. Growth was driven by higher levels of non-sufficient funds transactions, which comprise the majority of service charges on deposit accounts, a rise in card-based and merchant servicing fees due to increased transaction volumes, and continued positive performance in wealth management.

Total noninterest income of $31.2 million grew 14.5% from the first quarter of 2014. Sales of a non-accrual CDO and a portion of the Company's hedge fund investment resulted in pre-tax gains of $4.0 million, which were partially offset by a $2.1 million loss from the prepayment of $114.6 million in FHLB advances.

Compared to the second quarter of 2013, total fee-based revenues and total noninterest income grew 3.8% and 13.7%, respectively, due to growth in wealth management fees, card-based fees, and securities gains, excluding the loss on the prepayment of FHLB advances.



5



Noninterest Expense Analysis
(Dollar amounts in thousands)
 
 
Quarters Ended
 
June 30, 2014
Percent Change From
 
 
June 30,
2014
 
March 31,
2014
 
June 30,
2013
 
March 31,
2014
 
June 30,
2013
Salaries and employee benefits:
 
 
 
 
 
 
 
 
 
 
Salaries and wages
 
$
27,853

 
$
27,197

 
$
26,553

 
2.4

 
4.9

Nonqualified plan expense (1)
 
550

 
186

 
267

 
N/M

 
N/M

Retirement and other employee benefits
 
6,158

 
6,108

 
6,101

 
0.8

 
0.9

Total salaries and employee benefits
 
34,561

 
33,491

 
32,921

 
3.2

 
5.0

Net occupancy and equipment expense
 
7,672

 
9,391

 
7,793

 
(18.3
)
 
(1.6
)
Professional services
 
6,517

 
5,389

 
5,595

 
20.9

 
16.5

Technology and related costs
 
3,104

 
3,074

 
2,884

 
1.0

 
7.6

Advertising and promotions
 
2,307

 
1,613

 
2,033

 
43.0

 
13.5

Merchant card expense
 
2,383

 
2,213

 
2,321

 
7.7

 
2.7

Net OREO expense
 
1,569

 
1,556

 
1,084

 
0.8

 
44.7

Cardholder expenses
 
1,081

 
1,014

 
1,043

 
6.6

 
3.6

Other expenses
 
5,823

 
5,927

 
6,753

 
(1.8
)
 
(13.8
)
Total noninterest expense
 
$
65,017

 
$
63,668

 
$
62,427

 
2.1

 
4.1

Efficiency ratio (2)
 
63.60
%
 
66.66
%
 
64.27
%
 
 
 
 

N/M - Not meaningful.

(1) Nonqualified plan expense results from changes in the Company’s obligation to participants under deferred compensation agreements and is substantially offset by earnings on related assets included in noninterest income.
(2) The efficiency ratio expresses noninterest expense, excluding OREO expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, trading gains (losses), and tax-equivalent adjusted BOLI income. Net securities gains are excluded from the efficiency ratio. The $2.1 million loss on the prepayment of FHLB advances and $830,000 of acquisition-related expenses are excluded from the efficiency ratio for the quarter ended June 30, 2014.

The Company's efficiency ratio improved from 66.66% to 63.60%. Total noninterest expense for the second quarter of 2014 increased 2.1% and 4.1% compared to the first quarter of 2014 and the second quarter of 2013, respectively. The rise in total noninterest expense compared to both prior periods was impacted by costs associated with increased sales production and $830,000 in professional services expenses related to the announced acquisitions. Excluding the acquisition-related expenses, total noninterest expense approximated the first quarter of 2014.

Compared to both prior periods presented, the increase in salaries and employee benefits expense resulted primarily from the timing of certain incentive compensation accruals and the increase in nonqualified plan expense, which is offset by net trading gains in noninterest income.

Net occupancy and equipment expense was elevated in the first quarter of 2014 due to higher utilities and snow removal costs.

As discussed above, increased legal expenses primarily related to acquisition activity drove the rise in professional services expense for the second quarter of 2014.

Advertising and promotions expense increased from the first quarter of 2014 due to the timing of certain advertising costs.

Higher levels of other expenses in the second quarter of 2013 resulted from recording $750,000 in adjusted amortization of the FDIC indemnification asset. No adjusted amortization of the FDIC indemnification asset was required during 2014 based on management's current estimates of future cash flows on covered loans.

6



LOAN PORTFOLIO AND ASSET QUALITY

Loan Portfolio Composition
(Dollar amounts in thousands)
 
 
As Of
 
June 30, 2014
Percent Change From
 
 
June 30,
2014
 
March 31,
2014
 
June 30,
2013
 
March 31,
2014
 
June 30,
2013
Corporate
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
2,073,018

 
$
1,917,396

 
$
1,743,139

 
8.1

 
18.9

Agricultural
 
330,626

 
321,343

 
288,632

 
2.9

 
14.5

Commercial real estate:
 
 
 
 
 
 
 
 
 
 
Office
 
444,956

 
454,962

 
449,641

 
(2.2
)
 
(1.0
)
Retail
 
377,427

 
389,010

 
383,447

 
(3.0
)
 
(1.6
)
Industrial
 
490,018

 
504,122

 
486,761

 
(2.8
)
 
0.7

Multi-family
 
350,430

 
337,332

 
306,182

 
3.9

 
14.5

Construction
 
195,109

 
181,012

 
167,500

 
7.8

 
16.5

Other commercial real estate
 
798,324

 
822,934

 
759,367

 
(3.0
)
 
5.1

Total commercial real estate
 
2,656,264

 
2,689,372

 
2,552,898

 
(1.2
)
 
4.0

Total corporate loans
 
5,059,908

 
4,928,111

 
4,584,669

 
2.7

 
10.4

Consumer
 
 
 
 
 
 
 
 
 
 
Home equity
 
485,085

 
475,103

 
374,406

 
2.1

 
29.6

1-4 family mortgages
 
241,156

 
240,561

 
291,770

 
0.2

 
(17.3
)
Installment
 
57,308

 
49,315

 
36,720

 
16.2

 
56.1

Total consumer loans
 
783,549

 
764,979

 
702,896

 
2.4

 
11.5

Total loans, excluding covered loans
 
5,843,457

 
5,693,090

 
5,287,565

 
2.6

 
10.5

Covered loans
 
104,867

 
122,387

 
171,861

 
(14.3
)
 
(39.0
)
Total loans
 
$
5,948,324

 
$
5,815,477

 
$
5,459,426

 
2.3

 
9.0


Total loans, excluding covered loans, of $5.8 billion rose by $150.4 million, or 10.6% on an annualized basis, from March 31, 2014 and $555.9 million from June 30, 2013. Both corporate and consumer loan portfolios continue to benefit from well-balanced growth distributed across the majority of the categories, reflecting credits of varying size within our market footprint. Strong growth in the commercial and industrial and agricultural loan categories reflects the impact of greater resource investments and expansion into certain sector-based lending areas, such as agri-business, asset-based lending, and healthcare.
During the second quarter of 2014, consumer loans grew 9.7% on an annualized basis from the first quarter of 2014, excluding $32.2 million of 1-4 family mortgage loans sold. The 29.6% year-over-year increase in the home equity portfolio reflects organic growth and the purchase of $100.6 million of high quality, shorter-duration, floating rate loans.

7



Asset Quality
(Dollar amounts in thousands)
 
 
As Of
 
June 30, 2014
Percent Change From
 
 
June 30,
2014
 
March 31,
2014
 
June 30,
2013
 
March 31,
2014
 
June 30,
2013
Asset quality, excluding covered
  loans and covered OREO
 
 
 
 
 
 
 
 
 
 
Non-accrual loans
 
$
66,728

 
$
64,217

 
$
89,193

 
3.9

 
(25.2
)
90 days or more past due loans
 
3,533

 
4,973

 
3,832

 
(29.0
)
 
(7.8
)
Total non-performing loans
 
70,261

 
69,190

 
93,025

 
1.5

 
(24.5
)
Accruing troubled debt restructurings (“TDRs”)
 
5,697

 
6,301

 
8,287

 
(9.6
)
 
(31.3
)
OREO
 
30,331

 
30,026

 
39,497

 
1.0

 
(23.2
)
Total non-performing assets
 
$
106,289

 
$
105,517

 
$
140,809

 
0.7

 
(24.5
)
30-89 days past due loans
 
$
24,167

 
$
12,861

 
$
21,756

 
87.9

 
11.1

Performing potential problem loans:
 
 
 
 
 
 
 
 
 
 
Special mention
 
$
102,543

 
$
84,908

 
$
113,310

 
20.8

 
(9.5
)
Substandard
 
70,462

 
75,096

 
77,567

 
(6.2
)
 
(9.2
)
Total performing potential problem
loans (1)
 
$
173,005

 
$
160,004

 
$
190,877

 
8.1

 
(9.4
)
Non-accrual loans to total loans
 
1.14
%
 
1.13
%
 
1.69
%
 
 
 
 
Non-performing loans to total loans
 
1.20
%
 
1.22
%
 
1.76
%
 
 
 
 
Non-performing assets to loans plus OREO
 
1.81
%
 
1.84
%
 
2.64
%
 
 
 
 
Performing potential problem loans to total
  corporate loans (1)
 
3.42
%
 
3.25
%
 
4.16
%
 
 
 
 
Allowance for Credit Losses
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
$
68,983

 
$
69,203

 
$
79,729

 
(0.3
)
 
(13.5
)
Allowance for covered loan losses
 
9,343

 
11,429

 
14,381

 
(18.3
)
 
(35.0
)
Total allowance for loan and
  covered loan losses
 
78,326

 
80,632

 
94,110

 
(2.9
)
 
(16.8
)
Reserve for unfunded commitments
 
1,616

 
1,616

 
2,866

 

 
(43.6
)
Total allowance for credit losses
 
$
79,942

 
$
82,248

 
$
96,976

 
(2.8
)
 
(17.6
)
Allowance for credit losses to loans,
  including covered loans
 
1.34
%
 
1.41
%
 
1.78
%
 
 
 
 
Allowance for credit losses to
  non-accrual loans, excluding covered loans
 
105.80
%
 
110.28
%
 
92.60
%
 
 
 
 

(1) Total performing potential problem loans excludes accruing TDRs of $3.6 million as of June 30, 2014, $2.4 million as of March 31, 2014, and $2.8 million as of June 30, 2013.

Non-performing assets, excluding covered loans and covered OREO, remained stable compared to March 31, 2014 and decreased by $34.5 million, or 24.5%, from June 30, 2013.

Performing potential problem loans were 3.42% of corporate loans at June 30, 2014, compared to 4.16% at June 30, 2013 and 3.25% at March 31, 2014.

The majority of loans 30-89 days past due at June 30, 2014 were in the process of renewal.



8



Charge-Off Data
(Dollar amounts in thousands)
 
 
Quarters Ended
 
 
June 30,
2014
 
% of
Total
 
March 31,
2014
 
% of
Total
 
June 30,
2013
 
% of
Total
Net loan charge-offs (1):
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
 
$
1,840

 
24.1
 
$
1,367

 
20.5
 
$
2,448

 
33.5
Agricultural
 

 
 
153

 
2.3
 
95

 
1.3
Office, retail, and industrial
 
3,221

 
42.1
 
1,025

 
15.4
 
1,418

 
19.4
Multi-family
 
265

 
3.5
 
89

 
1.3
 
183

 
2.5
Construction
 
232

 
3.0
 
503

 
7.6
 
845

 
11.5
Other commercial real estate
 
472

 
6.2
 
1,627

 
24.5
 
218

 
3.0
Consumer
 
1,615

 
21.1
 
1,890

 
28.4
 
2,110

 
28.8
Net loan charge-offs,
  excluding covered loans
 
7,645

 
100.0
 
6,654

 
100.0
 
7,317

 
100.0
Net covered loan charge-offs (1)
 
2

 
 
 
(340
)
 
 
 
1,977

 
 
Total net loan charge-offs
 
$
7,647

 
 
 
$
6,314

 
 
 
$
9,294

 
 
Net loan charge-offs to average loans,
  excluding covered loans, annualized:
 
 
 
 
 
 
 
 
 
 
 
 
Quarter-to-date
 
0.53
%
 
 
 
0.48
%
 
 
 
0.57
%
 
 
Year-to-date
 
0.51
%
 
 
 
0.48
%
 
 
 
0.55
%
 
 

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

Net loan charge-offs declined 17.7% from the second quarter of 2013. In addition, year-to-date net loan charge-offs to average loans, excluding covered loans, annualized, decreased 7.3%.


9




CAPITAL MANAGEMENT

Capital Ratios
(Dollar amounts in thousands)
 
 
June 30,
2014
 
March 31,
2014
 
December 31,
2013
 
June 30,
2013
 
Regulatory
Minimum
For
“Well-
Capitalized”
 
Excess Over
Required Minimums
at June 30, 2014
Bank regulatory capital ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted
assets
 
13.37
%
 
13.72
%
 
13.86
%
 
13.89
%
 
10.00
%
 
34
%
 
$
229,632

Tier 1 capital to risk-weighted
assets
 
12.20
%
 
12.49
%
 
12.61
%
 
12.63
%
 
6.00
%
 
103
%
 
$
422,543

Tier 1 leverage to average assets
 
10.37
%
 
10.54
%
 
10.24
%
 
10.31
%
 
5.00
%
 
107
%
 
$
430,619

Company regulatory capital ratios:
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted
assets
 
12.20
%
 
12.20
%
 
12.39
%
 
12.10
%
 
N/A

 
N/A

 
N/A

Tier 1 capital to risk-weighted
assets
 
10.97
%
 
10.92
%
 
10.91
%
 
10.61
%
 
N/A

 
N/A

 
N/A

Tier 1 leverage to average assets
 
9.61
%
 
9.53
%
 
9.18
%
 
8.77
%
 
N/A

 
N/A

 
N/A

Company tier 1 common capital to
risk-weighted assets
(1)(2)
 
10.45
%
 
10.39
%
 
10.37
%
 
9.69
%
 
N/A

 
N/A

 
N/A

Company tangible common equity ratios (1)(3):
 
 
 
 
 
 
 
 
 
 
 
 
Tangible common equity to
tangible assets
 
9.52
%
 
9.25
%
 
9.09
%
 
8.62
%
 
N/A

 
N/A

 
N/A

Tangible common equity,
excluding other comprehensive
loss, to tangible assets
 
9.71
%
 
9.49
%
 
9.43
%
 
8.75
%
 
N/A

 
N/A

 
N/A

Tangible common equity to
risk-weighted assets
 
10.74
%
 
10.67
%
 
10.67
%
 
10.64
%
 
N/A

 
N/A

 
N/A

Non-performing assets to tangible
common equity and allowance for
credit losses
 
12.59
%
 
12.76
%
 
14.74
%
 
17.77
%
 
N/A

 
N/A

 
N/A


N/A - Not applicable.

(1) Ratio is not subject to formal Federal Reserve regulatory guidance.
(2) Excludes the impact of trust-preferred securities.
(3) Tangible common equity (“TCE”) represents common stockholders’ equity less goodwill and identifiable intangible assets. In management’s view, Tier 1 common capital 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 total capital to risk-weighted assets remained stable compared to March 31, 2014. The Company's tier 1 leverage to average assets ratio increased 8 basis points from March 31, 2014 driven by strong earnings and the increase in allowable deferred tax assets, which more than offset the increase in average assets. The Bank's regulatory ratios exceeded all regulatory mandated ratios for characterization as “well-capitalized” as of June 30, 2014.

The Board of Directors approved an increase in the quarterly cash dividend from $0.07 to $0.08 per common share during the second quarter of 2014, which followed a dividend increase from $0.04 to $0.07 per common share in the fourth quarter of 2013.








10



About the Company

First Midwest is the premier relationship-based financial institution in the dynamic Chicagoland banking market. As one of Illinois' largest independent bank holding companies, First Midwest provides a full range of business and retail banking and wealth management services through approximately 90 banking offices located in metropolitan Chicago, northwest Indiana, central and western Illinois, and eastern Iowa. First Midwest has been recognized by J.D. Power as having the “Highest Customer Satisfaction with Retail Banking in the Midwest Region*” according to the 2014 Retail Banking Satisfaction StudySM. The Company website is www.firstmidwest.com.

* First Midwest Bank received the highest numerical score among retail banks in the Midwest region in the proprietary J.D. Power 2014 Retail Banking Satisfaction StudySM.. Study based on 80,445 total responses measuring 21 providers in the Midwest region (IA, IL, KS, MO, MN, WI) and measures opinions of consumers with their primary banking provider. Proprietary study results are based on experiences and perceptions of consumers surveyed January 2014. Your experiences may vary. Visit JDPower.com.

Non-GAAP Financial Information

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 provides non-GAAP performance results, which the Company believes is useful because it assists investors in assessing the Company's operating performance. This includes tax-equivalent net interest income (including its individual components), the efficiency ratio, tier 1 common capital to risk-weighted assets, tangible common equity to tangible assets, tangible common equity, excluding other comprehensive loss, to tangible assets, tangible common equity to risk-weighted assets, and non-performing assets to tangible common equity and allowance for credit losses. Although it is intended to enhance investors' understanding of the Company's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning 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 results or events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that actual results or events and the Company’s financial condition may differ, possibly materially, from the anticipated results, events 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, 2013 and the risks and other factors identified in other reports filed with the Securities and Exchange Commission ("SEC"). Forward-looking statements represent management’s best judgment as of the date hereof based on currently available information. The Company undertakes no duty to update any forward-looking statements contained in this press release after the date hereof.

Additional Information for Stockholders of Great Lakes

The information contained in this press release does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. First Midwest will file a registration statement on Form S-4 with the SEC in connection with the proposed acquisition of Great Lakes. The registration statement will include a proxy statement of Great Lakes, which also will constitute a prospectus of First Midwest, that will be sent to the stockholders of Great Lakes. Stockholders of Great Lakes are advised to read the proxy statement and prospectus, as well as other documents filed with the SEC, when they become available because they will contain important information about First Midwest, Great Lakes and the proposed transaction. When filed, these documents 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 First Midwest’s website at www.firstmidwest.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from First Midwest upon written request to First Midwest Bancorp, Inc., Attn: Corporate Secretary, One Pierce Place, Suite 1500, Itasca, Illinois 60143 or by calling (630) 875-7463, or from Great Lakes upon written request to Great Lakes Financial Resources, Inc., Attn: Thomas S. Agler, President, 4600 West Lincoln Highway, Matteson, Illinois 60443 or by calling (708) 283-5800.


11



Participants in this Transaction

First Midwest, Great Lakes and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Great Lakes stockholders in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and prospectus regarding the proposed transaction when it becomes available. Additional information about First Midwest and its directors and officers may be found in the definitive proxy statement of First Midwest relating to its 2014 Annual Meeting of Stockholders filed with the SEC on April 17, 2014. This definitive proxy statement can be obtained free of charge from the SEC’s website at www.sec.gov.

Conference Call

A conference call to discuss the Company’s results, outlook, and related matters will be held on Wednesday, July 23, 2014 at 10:00 A.M. (ET). Members of the public who would like to listen to the conference call should dial (877) 507-0639 (U.S. domestic) or (412) 317-6003 (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. 10048372 beginning one hour after completion of the live call until 9:00 A.M. (ET) on July 31, 2014. 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.



12



Condensed Consolidated Statements of Financial Condition
Unaudited
(Amounts in thousands)
 
 
June 30,
2014
 
March 31,
2014
 
December 31,
2013
 
June 30,
2013
Assets
 
 
 
 
 
 
 
 
Cash and due from banks
 
$
155,099

 
$
198,544

 
$
110,417

 
$
130,992

Interest-bearing deposits in other banks
 
322,874

 
393,768

 
476,824

 
653,113

Trading securities, at fair value
 
18,231

 
17,774

 
17,317

 
15,451

Securities available-for-sale, at fair value
 
1,050,475

 
1,080,750

 
1,112,725

 
1,223,486

Securities held-to-maturity, at amortized cost
 
26,471

 
43,251

 
44,322

 
30,373

Federal Home Loan Bank and Federal Reserve Bank stock, at cost
 
35,588

 
35,161

 
35,161

 
35,161

Loans, excluding covered loans
 
5,843,457

 
5,693,090

 
5,580,005

 
5,287,565

Covered loans
 
104,867

 
122,387

 
134,355

 
171,861

Allowance for loan and covered loan losses
 
(78,326
)
 
(80,632
)
 
(85,505
)
 
(94,110
)
Net loans
 
5,869,998

 
5,734,845

 
5,628,855

 
5,365,316

OREO, excluding covered OREO
 
30,331

 
30,026

 
32,473

 
39,497

Covered OREO
 
9,825

 
7,355

 
8,863

 
13,681

FDIC indemnification asset
 
10,276

 
15,537

 
16,585

 
23,158

Premises, furniture, and equipment
 
118,305

 
119,219

 
120,204

 
118,285

Investment in BOLI
 
194,502

 
193,673

 
193,167

 
207,081

Goodwill and other intangible assets
 
274,962

 
275,605

 
276,366

 
279,421

Accrued interest receivable and other assets
 
188,310

 
183,011

 
180,128

 
208,310

Total assets
 
$
8,305,247

 
$
8,328,519

 
$
8,253,407

 
$
8,343,325

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
 
$
2,025,666

 
$
1,961,371

 
$
1,911,602

 
$
1,855,906

Interest-bearing deposits
 
4,869,584

 
4,855,386

 
4,854,499

 
5,010,841

Total deposits
 
6,895,250

 
6,816,757

 
6,766,101

 
6,866,747

Borrowed funds
 
104,201

 
223,699

 
224,342

 
196,603

Senior and subordinated debt
 
190,996

 
190,964

 
190,932

 
214,843

Accrued interest payable and other liabilities
 
75,362

 
76,674

 
70,590

 
90,479

Total liabilities
 
7,265,809

 
7,308,094

 
7,251,965

 
7,368,672

Common stock
 
858

 
858

 
858

 
858

Additional paid-in capital
 
407,895

 
406,009

 
414,293

 
411,470

Retained earnings
 
878,607

 
866,132

 
853,740

 
813,516

Accumulated other comprehensive loss, net of tax
 
(15,271
)
 
(19,772
)
 
(26,792
)
 
(10,299
)
Treasury stock, at cost
 
(232,651
)
 
(232,802
)
 
(240,657
)
 
(240,892
)
Total stockholders’ equity
 
1,039,438

 
1,020,425

 
1,001,442

 
974,653

Total liabilities and stockholders’ equity
 
$
8,305,247

 
$
8,328,519

 
$
8,253,407

 
$
8,343,325


 

13



Condensed Consolidated Statements of Income
Unaudited
(Amounts in thousands, except per share data)
 
Quarters Ended
 
 
June 30,
2014
 
March 31,
2014
 
June 30,
2013
Interest Income
 
 
 
 
 
 
Loans, excluding covered loans
 
$
60,634

 
$
59,002

 
$
59,111

Covered loans
 
2,605

 
1,938

 
4,151

Investment securities
 
8,019

 
8,005

 
7,657

Other short-term investments
 
745

 
745

 
834

Total interest income
 
72,003

 
69,690

 
71,753

Interest Expense
 
 
 
 
 
 
Deposits
 
2,511

 
2,597

 
3,003

Borrowed funds
 
169

 
383

 
385

Senior and subordinated debt
 
3,016

 
3,015

 
3,435

Total interest expense
 
5,696

 
5,995

 
6,823

Net interest income
 
66,307

 
63,695

 
64,930

Provision for loan and covered loan losses
 
5,341

 
1,441

 
5,813

Net interest income after provision for loan and covered loan losses
 
60,966

 
62,254

 
59,117

Noninterest Income
 
 
 
 
 
 
Service charges on deposit accounts
 
8,973

 
8,020

 
9,118

Wealth management fees
 
6,552

 
6,457

 
6,126

Card-based fees
 
5,969

 
5,335

 
5,547

Mortgage banking income
 
959

 
1,115

 
1,010

Other service charges, commissions, and fees
 
4,555

 
4,122

 
4,207

Net securities gains
 
4,517

 
1,073

 
216

Loss on early extinguishment of debt
 
(2,059
)
 

 

Other income
 
1,727

 
1,128

 
1,217

Total noninterest income
 
31,193

 
27,250

 
27,441

Noninterest Expense
 
 
 
 
 
 
Salaries and employee benefits
 
34,561

 
33,491

 
32,921

Net occupancy and equipment expense
 
7,672

 
9,391

 
7,793

Professional services
 
6,517

 
5,389

 
5,595

Technology and related costs
 
3,104

 
3,074

 
2,884

Net OREO expense
 
1,569

 
1,556

 
1,084

Other expenses
 
11,594

 
10,767

 
12,150

Total noninterest expense
 
65,017

 
63,668

 
62,427

Income before income tax expense
 
27,142

 
25,836

 
24,131

Income tax expense
 
8,642

 
8,172

 
7,955

Net income
 
$
18,500

 
$
17,664

 
$
16,176

Diluted earnings per common share
 
$
0.25

 
$
0.24

 
$
0.22

Dividends declared per common share
 
$
0.08

 
$
0.07

 
$
0.04

Weighted average diluted common shares outstanding
 
74,333

 
74,159

 
74,024




14