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8-K - 8-K - MAINSOURCE FINANCIAL GROUPa15-3185_18k.htm

Exhibit 99.1

 

 

DATE:

 

January 28, 2015 4:00 p.m. E.S.T.

CONTACT:

 

Archie M. Brown, Jr. President and CEO

 

 

MainSource Financial Group, Inc. 812-663-6734

 

MAINSOURCE FINANCIAL GROUP—NASDAQ, MSFG —

Announces Fourth Quarter and Full Year

2014 Operating Results and Increase to Common Dividend

 

·                  Record annual earnings of $29.0 million for 2014

·                  First quarter 2015 common stock dividend increased to $0.13 per share, an 18% increase

·                  16% increase in stock price during 2014

·                  Tangible Common Equity Ratio of 9.2%

·                  Non-performing assets lower by $4.1 million from the third quarter

 

Greensburg, Indiana, Archie M. Brown, Jr., President and Chief Executive Officer of MainSource Financial Group, Inc. (NASDAQ: MSFG) announced today the unaudited financial results for the quarter and year ended December 31, 2014.  For the three months ended December 31, 2014, the Company recorded net income of $6.6 million, or $0.30 per common share, compared to net income of $7.4 million, or $0.36 per common share, in the fourth quarter of 2013.  During the fourth quarter of 2014 the Company incurred a $3.1 million pre-tax charge ($2.2 million on an after-tax basis) related to its acquisition of MBT Bancorp.  The Company acquired $185 million in loans and $184 million in deposits in the acquisition which closed on October 17, 2014.

 

For the twelve months ended December 31, 2014, the Company reported net income of $29.0 million, or $1.39 per common share, compared to net income in 2013 of $26.3 million, or $1.26 per common share.  The primary drivers of the increase in net income in 2014 compared to 2013 were an increase in net interest income and a reduction in loan loss provision expense.

 

The Company also announced that the Board of Directors declared a first quarter common dividend of $0.13 per share at its January 19, 2015 meeting.  This represents an increase of $.02 per share, or 18%, from the dividend paid during the previous quarter.  The dividend is payable on March 16, 2015 to common shareholders of record as of March 6, 2015.

 

Mr. Brown commented on the fourth quarter, “I am pleased with our recent performance.  Adjusting for the MBT Bancorp acquisition related expenses, our fourth quarter earnings were significantly higher than the same quarter last year.  Increases in earning assets from the merger led to a 7% increase in net interest income.  Additionally, net loans, excluding loans acquired in the merger, grew at a 4% annualized level, demonstrating our continued progress in expanding commercial customer relationships.  I am also very pleased with the continued improvement in our asset quality.  Non-performing assets (NPAs) declined 12% from the linked quarter to 1.0% of assets.  As a result of the improvement, we had no loan loss provision expense for the quarter.  Our NPAs further declined significantly in January 2015 when a large non-performing troubled debt restructure totaling $11.4 million returned to performing status.  I am also pleased with our rebound in non-interest income compared to the fourth quarter of 2013, a 13% increase.”

 

Mr. Brown continued, “We were very pleased to close on the MBT Bancorp acquisition this quarter.  The transition has gone very well and we have begun to see the anticipated strategic and financial benefits of the merger.  I am very appreciative of the great effort provided by our employees and the former MBT Bancorp employees to make this merger so successful. ”

 

Mr. Brown commented on the Company’s full year results, “We are very proud of our 2014 performance.  Excluding acquisition related expenses, our 2014 earnings were approximately $31 million.  This represents the highest level of earnings in the Company’s

 



 

history.  Higher earning assets, lower provision expense driven by improved asset quality, and disciplined expense management were the key drivers to our excellent year.  I appreciate the diligence and focus of our MainSource team in helping us achieve these results.”

 

Mr. Brown concluded, “We are happy today to announce an 18% increase in the quarterly common dividend, from $.11 per common share to $.13.  This is the fifth increase in two years and represents a 2.7% yield.  This increase indicates our confidence in the current performance of the Company as well as our general outlook.  We are very appreciative of the continued support of our shareholders.”

 

4TH QUARTER RESULTS

 

NET INTEREST INCOME

 

Net interest income was $24.8 million for the fourth quarter of 2014 compared to $23.2 million for the same period a year ago.  An increase in the earning asset base due to the acquisition of MBT Bancorp was the primary reason for the increase in net interest income.  Net interest margin, on a fully-taxable equivalent basis, was 3.74% for the fourth quarter of 2014 which was fourteen basis points below the fourth quarter of 2013 and six basis points lower than the third quarter of 2014.  The Company’s net interest margin decreased from a year ago due to the repricing of the asset side of the balance sheet.  While deposit and other funding costs have decreased over the same period, many of these accounts have reached, or are approaching, their floors.

 

NON-INTEREST INCOME

 

The Company’s non-interest income was $11.7 million for the fourth quarter of 2014 compared to $10.3 million in the same period in 2013.  Mortgage banking income, which was $2.1 million for the fourth quarter of 2014, increased by $0.8 million from the same period a year ago due to the Company’s entry into new markets and the hiring of additional mortgage loan originators.  Other categories of non-interest income increased due to the acquisition of MBT Bancorp.

 

NON-INTEREST EXPENSE

 

The Company’s non-interest expense was $28.3 million for the fourth quarter of 2014 compared to $23.8 million for the same period in 2013.  As previously discussed, during the fourth quarter of 2014 the Company incurred $3.1 million in costs related to the acquisition of MBT Bancorp.   Excluding these expenses, total non-interest expense would have been $25.2 million in the fourth quarter of 2014.  The increase in expenses was primarily related to an increase in employee costs due to the additional headcount at the MBT branches and an increase in incentive based compensation due to the Company’s strong performance in 2014.

 

FULL YEAR RESULTS

 

NET INTEREST INCOME

 

Net interest income was $94.2 million for the full year 2014, which represents an increase of $2.9 million when compared to the twelve months ended December 31, 2013.  Net interest margin, on a fully-taxable equivalent basis, decreased from 3.92% in 2013 to 3.81% in 2014.  As rates have remained at historic lows for an extended period of time, the Company’s asset base has continued to reprice lower.  The Company’s cost of funds also decreased over the same period but to a lesser extent.  Offsetting the decrease in the Company’s net interest margin, average earning assets increased by $142 million in 2014 compared to 2013 as the Company experienced increased loan demand in the second half of 2013 and throughout 2014.

 

NON-INTEREST INCOME

 

The Company’s non-interest income was $43.3 million for the full year 2014 compared to $43.1 million for 2013.  Excluding securities gains, non-interest income was $43.3 million in 2014 and $42.3 million in 2013.  The primary driver of the increase in non-interest income year over year was an increase in interchange income of $0.5 million.  In addition, losses on OREO sales were $0.4 million lower year over year.

 

NON-INTEREST EXPENSE

 

The Company’s non-interest expense was $99.5 million for the full year 2014 compared to $98.2 million for 2013.  Excluding the previously discussed $3.1 million in costs related to the acquisition of MBT, the Company’s non-interest expenses would have been $96.4 million.  During 2013, the Company incurred a non-operating expense of $2.2 million related to the prepayment of an FHLB advance.  Excluding the FHLB cost, 2013 non-interest expenses would have been $96.0 million.  An increase in employee related costs in 2014 was offset by a decrease in collection expenses.  Employee costs increased in 2014 primarily due to the Company’s entry into new markets and the acquisition of MBT.  Collection expenses decreased year over year due to the significant improvement in the Company’s overall asset quality and the resulting decrease in non-accrual loans.

 



 

ASSET QUALITY

 

Non-performing assets (NPA’s) were $31.5 million as of December 31, 2014, an increase of $0.9 million from year-end 2013 and a decrease of $4.1 million on a linked-quarter basis.  NPA’s represented 1.00% of total assets as of December 31, 2014 compared to 1.23% as of September 30, 2014 and 1.07% as of December 31, 2013.  Net charge-offs were $1.3 million for the fourth quarter of 2014 and represented 0.27% of average loans on an annualized basis.  The Company incurred no loan loss provision expense for the fourth quarter of 2014.  This was primarily due to the linked-quarter improvement in overall credit quality and the composition of the Company’s non-accrual loans.  For the full year 2014, net charge-offs were $5.9 million or 0.33% of average loans.  The Company’s allowance for loan losses as a percent of total outstanding loans was 1.19% as of December 31, 2014 compared to 1.65% as of December 31, 2013.  The decrease in the allowance for loan losses as a percent of outstanding loans year over year was primarily related to the acquisition of the MBT loans which are carried on the balance sheet at fair value with little or no allowance for loan losses.  In addition the Company’s non-accrual loans decreased from $22.3 million at the end of 2013 to $13.6 million at the end of 2014 which resulted in a $0.5 million decrease in specific reserves.

 

MAINSOURCE FINANCIAL GROUP

(unaudited)

(Dollars in thousands except per share data)

 

Income Statement Summary

 

 

 

Three months ended December 31

 

Twelve months ended December 31

 

 

 

2014

 

2013

 

2014

 

2013

 

Interest Income

 

$

27,087

 

$

25,550

 

$

102,815

 

$

101,279

 

Interest Expense

 

2,246

 

2,336

 

8,607

 

9,979

 

Net Interest Income

 

24,841

 

23,214

 

94,208

 

91,300

 

Provision for Loan Losses

 

 

800

 

1,500

 

4,534

 

Noninterest Income:

 

 

 

 

 

 

 

 

 

Trust and investment product fees

 

1,209

 

1,214

 

4,712

 

4,756

 

Mortgage banking

 

2,099

 

1,303

 

6,754

 

6,799

 

Service charges on deposit accounts

 

5,377

 

5,299

 

20,698

 

20,427

 

Securities gains/(losses)

 

28

 

 

24

 

835

 

Interchange income

 

1,919

 

1,739

 

7,590

 

7,056

 

OREO gains/(losses)

 

(106

)

(183

)

(153

)

(539

)

Other

 

1,138

 

948

 

3,662

 

3,795

 

Total Noninterest Income

 

11,664

 

10,320

 

43,287

 

43,129

 

Noninterest Expense:

 

 

 

 

 

 

 

 

 

Employee

 

13,860

 

12,758

 

54,132

 

52,165

 

Occupancy & equipment

 

4,666

 

4,377

 

17,965

 

17,070

 

Intangible amortization

 

437

 

455

 

1,690

 

1,868

 

Marketing

 

1,060

 

1,004

 

3,187

 

3,660

 

Collection expenses

 

343

 

866

 

1,330

 

3,300

 

FDIC assessment

 

435

 

376

 

1,620

 

1,711

 

FHLB advance prepayment penalty

 

 

 

 

2,239

 

Acquisition expenses

 

3,119

 

 

3,119

 

 

Consultant expenses

 

350

 

357

 

1,400

 

1,582

 

Other

 

4,077

 

3,566

 

15,089

 

14,636

 

Total Noninterest Expense

 

28,347

 

23,759

 

99,532

 

98,231

 

Earnings Before Income Taxes

 

8,158

 

8,975

 

36,463

 

31,664

 

Provision for Income Taxes

 

1,598

 

1,577

 

7,467

 

5,319

 

Net Income

 

$

6,560

 

$

7,398

 

$

28,996

 

$

26,345

 

Preferred Dividends & Accretion

 

 

 

 

(504

)

Redemption of Preferred Shares

 

 

 

 

(148

)

Net Income Available to Common Shareholders

 

$

6,560

 

$

7,398

 

$

28,996

 

$

25,693

 

 

Average Balance Sheet Data

 

 

 

Three months ended December 31

 

Twelve months ended December 31

 

 

 

2014

 

2013

 

2014

 

2013

 

Gross Loans

 

$

1,903,402

 

$

1,648,446

 

$

1,750,974

 

$

1,597,698

 

Earning Assets

 

2,813,751

 

2,557,306

 

2,647,506

 

2,505,838

 

Total Assets

 

3,103,907

 

2,830,722

 

2,922,629

 

2,786,651

 

Noninterest Bearing Deposits

 

503,172

 

423,338

 

463,198

 

414,084

 

Interest Bearing Deposits

 

1,949,118

 

1,805,187

 

1,827,275

 

1,786,806

 

Total Interest Bearing Liabilities

 

2,217,609

 

2,074,958

 

2,103,241

 

2,028,806

 

Shareholders’ Equity

 

352,300

 

308,153

 

329,240

 

315,499

 

 



 

Per Share Data

 

 

 

Three months ended December 31

 

Twelve months ended December 31

 

 

 

2014

 

2013

 

2014

 

2013

 

Diluted Earnings Per CommonShare

 

$

0.30

 

$

0.36

 

$

1.39

 

$

1.26

 

Cash Dividends Per Common Share

 

0.11

 

0.08

 

0.42

 

0.28

 

Market Value - High

 

20.92

 

18.05

 

20.92

 

18.05

 

Market Value - Low

 

16.76

 

14.05

 

15.78

 

12.02

 

Average Outstanding Shares (diluted)

 

21,659,887

 

20,520,494

 

20,854,068

 

20,432,852

 

 

Key Ratios (annualized)

 

 

 

Three months ended December 31

 

Twelve months ended December 31

 

 

 

2014

 

2013

 

2014

 

2013

 

Return on Average Assets

 

0.84

%

1.04

%

0.99

%

0.95

%

Return on Average Equity

 

7.39

%

9.52

%

8.81

%

8.35

%

Net Interest Margin

 

3.74

%

3.88

%

3.81

%

3.92

%

Efficiency Ratio

 

74.25

%

67.28

%

69.01

%

69.45

%

Net Overhead to Average Assets

 

2.13

%

1.88

%

1.92

%

1.98

%

 

Balance Sheet Highlights

 

 

 

December 31

 

September 30

 

June 30

 

March 31

 

December 31

 

 

 

2014

 

2014

 

2014

 

2014

 

2013

 

Total Loans (Excluding Loans Held for Sale)

 

$

1,957,765

 

$

1,753,224

 

$

1,700,798

 

$

1,687,551

 

$

1,671,926

 

Allowance for Loan Losses

 

23,250

 

24,549

 

23,867

 

27,247

 

27,609

 

Total Securities

 

867,760

 

840,101

 

852,374

 

881,104

 

891,106

 

Goodwill and Intangible Assets

 

78,546

 

68,772

 

69,161

 

69,593

 

70,025

 

Total Assets

 

3,141,038

 

2,899,952

 

2,861,017

 

2,872,379

 

2,859,864

 

Noninterest Bearing Deposits

 

513,393

 

464,058

 

455,496

 

459,541

 

436,550

 

Interest Bearing Deposits

 

1,954,928

 

1,757,641

 

1,800,849

 

1,766,284

 

1,764,078

 

Other Borrowings

 

255,652

 

281,582

 

220,663

 

265,663

 

294,252

 

Shareholders’ Equity

 

360,662

 

332,790

 

327,381

 

315,559

 

305,526

 

 

Other Balance Sheet Data

 

 

 

December 31

 

September 30

 

June 30

 

March 31

 

December 31

 

 

 

2014

 

2014

 

2014

 

2014

 

2013

 

Tangible Book Value Per Common Share

 

$

13.01

 

$

12.90

 

$

12.62

 

$

12.03

 

$

11.53

 

Loan Loss Reserve to Loans

 

1.19

%

1.40

%

1.40

%

1.61

%

1.65

%

Loan Loss Reserve to Non-performing Loans

 

171.01

%

151.80

%

141.86

%

135.75

%

123.50

%

Nonperforming Assets to Total Assets

 

0.52

%

0.67

%

0.72

%

0.83

%

0.93

%

NPA’s (w/ TDR’s) to Total Assets

 

1.00

%

1.23

%

1.29

%

0.97

%

1.07

%

Tangible Common Equity Ratio

 

9.21

%

9.33

%

9.25

%

8.78

%

8.44

%

Outstanding Shares

 

21,687,525

 

20,460,763

 

20,458,763

 

20,445,951

 

20,417,224

 

 

Asset Quality

 

 

 

December 31

 

September 30

 

June 30

 

March 31

 

December 31

 

 

 

2014

 

2014

 

2014

 

2014

 

2013

 

Special Mention Loans

 

$

34,922

 

$

25,319

 

$

37,917

 

$

53,019

 

$

56,960

 

Substandard Loans (Accruing)

 

22,926

 

22,647

 

24,344

 

29,429

 

27,277

 

New Non-accrual Loans (for the 3 months ended)

 

3,707

 

4,251

 

1,626

 

2,963

 

2,312

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans Past Due 90 Days or More and Still Accruing

 

$

 

$

59

 

$

 

$

 

$

14

 

Non-accrual Loans

 

13,596

 

16,113

 

16,824

 

20,071

 

22,341

 

Other Real Estate Owned

 

2,688

 

3,190

 

3,723

 

3,841

 

4,120

 

Total Nonperforming Assets (NPA’s)

 

$

16,284

 

$

19,362

 

$

20,547

 

$

23,912

 

$

26,475

 

Troubled Debt Restructurings (Accruing)

 

15,243

 

16,274

 

16,408

 

4,041

 

4,188

 

Total NPA’s with Troubled Debt Restructurings

 

$

31,527

 

$

35,636

 

$

36,955

 

$

27,953

 

$

30,663

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Charge-offs (Recoveries) - QTD

 

$

1,299

 

$

(682

)

$

4,130

 

$

1,112

 

$

1,040

 

Net Charge-offs as a % of average loans (annualized)

 

0.27

%

-0.16

%

0.98

%

0.27

%

0.25

%

 



 


(1) Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of preferred stock, goodwill and other intangible assets from the calculation of stockholders’ equity. Tangible assets are calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. The Company believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).

 

 

 

December 31

 

September 30

 

June 30

 

March 31

 

December 31

 

 

 

2014

 

2014

 

2014

 

2014

 

2013

 

Shareholders’ Equity

 

$

360,662

 

$

332,790

 

$

327,381

 

$

315,559

 

$

305,526

 

Less: Intangible Assets

 

78,546

 

68,772

 

69,161

 

69,593

 

70,025

 

Tangible Common Equity

 

282,116

 

264,018

 

258,220

 

245,966

 

235,501

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

3,141,038

 

2,899,952

 

2,861,017

 

2,872,379

 

2,859,864

 

Less: Intangible Assets

 

78,546

 

68,772

 

69,161

 

69,593

 

70,025

 

Tangible Assets

 

3,062,492

 

2,831,180

 

2,791,856

 

2,802,786

 

2,789,839

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Shares Outstanding

 

21,687,525

 

20,460,763

 

20,458,763

 

20,445,951

 

20,417,224

 

 

 

 

 

 

 

 

 

 

 

 

 

Tangible Book Value Per Share

 

$

13.01

 

$

12.90

 

$

12.62

 

$

12.03

 

$

11.53

 

Tangible Common Equity/Tangible Assets

 

9.21

%

9.33

%

9.25

%

8.78

%

8.44

%

 

MainSource Financial Group is listed on the NASDAQ National Market (under the symbol: “MSFG”) and is a community-focused, financial holding company with assets of approximately $3.1 billion. The Company operates 80 full-service offices throughout Indiana, Illinois, Kentucky and Ohio through its banking subsidiary, MainSource Bank, headquartered in Greensburg, Indiana. Through its non-banking subsidiary, MainSource Title LLC, the Company provides various related financial services.

 

Forward-Looking Statements

 

Except for historical information contained herein, the discussion in this press release includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are covered by the safe harbor provisions of such sections.  These statements are based upon management expectations, goals and projections, which are subject to numerous assumptions, risks and uncertainties (many of which are beyond management’s control). Factors which could cause future results to differ materially from these expectations include, but are not limited to, the following: general economic conditions; legislative and regulatory initiatives; monetary and fiscal policies of the federal government; deposit flows; the costs of funds; general market rates of interest; interest rates on competing investments; demand for loan products; demand for financial services; changes in accounting policies or guidelines; changes in the quality or composition of the Company’s loan and investment portfolios; the Company’s ability to integrate acquisitions; and other factors, including various “risk factors” as set forth in our most recent Annual Report on Form 10-K and in other reports we file from time to time with the Securities and Exchange Commission.  These reports are available publicly on the SEC website, www.sec.gov, and on the Company’s website, www.mainsourcefinancial.com.