TAYLOR CAPITAL GROUP INC 
By CHICAGO, Jan. 22, 2014 /PRNewswire/ -- Taylor Capital Group, Inc. (the "Company") (NASDAQ: TAYC), the parent company of Cole Taylor Bank (the "Bank"), today reported results for the fourth quarter of 2013.
Net income for the fourth quarter was $15.0 million, compared to $14.2 million for the third quarter of 2013. Net income for the full year 2013 was $62.0 million, compared to $61.9 million for the full year 2012. Net income applicable to common stockholders for the quarter was $10.1 million, or $0.33 per diluted share, compared to $10.6 million, or $0.34 per diluted share, for the third quarter of 2013. The results for the fourth and third quarters of 2013 included $4.5 million and $2.0 million, respectively, of pre-tax expense, relating to the previously announced pending merger with MB Financial, Inc. and other strategic initiatives, totaling $6.5 million for the year. The following table compares selected financial information for the periods indicated:
(dollars Change Full Full Year Change
in from Year 2012 from
millions) 3Q13 2013 2012
to to
4Q13 3Q13 4Q13 2013
---- ---- ------- ----- --------- -------
Total
commercial
loans
(period
end) $3,359.4 $3,290.4 2.1% $3,359.4 $2,757.0 21.8%
Average
total
deposits $3,867.4 $3,829.2 1.0% $3,786.8 $3,253.1 16.4%
Net
interest
income $45.2 $46.0 (1.8)% $173.0 $149.9 15.4%
Net
interest
margin 3.41 % 3.41 % - % 3.29 % 3.26 % 0.03%
Mortgage
banking
revenue $27.2 $25.1 8.0% $122.9 $125.5 (2.1)%
Loan
loss
provision $1.1 $0.3 266.7% $2.4 $9.6 (74.9)%
Net
income $15.0 $14.2 5.6% $62.0 $61.9 0.2%
"The fourth quarter of 2013 capped off a strong year of growth for Cole Taylor," said Mark A Hoppe, President and Chief Executive Officer of the Company. "Our banking segment continued to expand in the fourth quarter, and for the full year achieved a 22% increase in loans outstanding. This commercial loan growth demonstrated a broad geographical and product line diversification, with all of our commercial lending businesses experiencing double-digit growth for the year. Reflecting on the quality of our loan portfolio, our 2013 loan loss provision of $2.4 million was the lowest since becoming a public company in 2002. Our strong earnings over the last two years allowed us to continue to reduce our higher-cost funding, which is reflected in interest expense for the year being down 32% from 2012."
"Despite an ongoing industry-wide slowdown in mortgage refinance activity, particularly in the second half of the year, our mortgage business demonstrated its adaptability by growing origination volume over 26% in 2013 and increasing market share," Hoppe added. "The benefits of having a balanced mortgage banking operation were apparent as servicing revenue increased over 68% in the fourth quarter of 2013 from the third quarter."
Hoppe concluded, "Our integration planning with MB Financial, Inc. continues as anticipated with a dedicated team focused on the transition. But it's important to note that during this period of change, our customers are, and always will be, our primary focus. I am very grateful for the commitment our valued customers and our dedicated employees have demonstrated, particularly during this transition, which enabled us to grow relationships, to have a successful year and to be well positioned for the future."
FOURTH QUARTER 2013 HIGHLIGHTS - COMPARISON TO THIRD QUARTER 2013
-- Total commercial loans grew $69.0 million, or 2.1%, from September 30,
2013
-- Net interest income was $45.2 million for the fourth quarter of 2013, as
compared to $46.0 million for the third quarter of 2013
-- Mortgage banking revenue was $27.2 million for the fourth quarter of
2013, up $2.0 million, or 8.0%, from the third quarter of 2013.
-- Mortgage origination volume was $1.2 billion for the fourth quarter of
2013, as compared to $1.6 billion from the third quarter of 2013
-- Gain on sale of investment securities increased $5.8 million from the
third quarter of 2013
-- The Company accelerated the declaration of the $2.0 million February 17,
2014 Series A Preferred dividend into the fourth quarter of 2013
-- As of December 31, 2013, the Company's Tier I Risk Based Capital ratio
was 11.40%, its Total Risk Based Capital ratio was 12.65% and its Tier I
Capital to Average Assets leverage ratio was 9.18%
-- Return on Average Common Equity was 10.84% for the fourth quarter of
2013, as compared to 11.69% for the third quarter of 2013
-- Return on Average Assets was 1.09% for the fourth quarter of 2013, as
compared to 0.96% for the third quarter of 2013
Credit quality indicators as compared to the third quarter of 2013
-- Nonperforming loans were $81.8 million and 2.24% of total loans at
December 31, 2013, compared to $86.0 million and 2.37% of total loans at
September 30, 2013
-- At December 31, 2013, commercial criticized and classified loans((1))
totaled $188.0 million, compared to $151.7 million at September 30, 2013
-- Other real estate owned ("OREO") and repossessed assets were $10.0
million at December 31, 2013, down from $14.4 million at September 30,
2013
-- The allowance for loan losses as a percent of nonperforming loans was
100.05% at December 31, 2013, compared to 98.80% at September 30, 2013
-- Credit costs((2)) were $3.3 million for the fourth quarter of 2013,
compared to a negative $536,000 for the third quarter of 2013
FULL YEAR 2013 HIGHLIGHTS - COMPARISON TO FULL YEAR 2012
-- Total commercial loans increased to $3.36 billion at December 31, 2013,
up $602.4 million, or 21.8%, from December 31, 2012
-- Core deposits grew to $2.73 billion at December 31, 2013, up $193.9
million, or 7.6%, from December 31, 2012
-- Net interest income increased to $173.0 million for 2013, up $23.1
million, or 15.4%, from 2012
-- OREO and repossessed assets decreased to $10.0 million at December 31,
2013, down $14.2 million, or 58.6%, from December 31, 2012
-- Net income for the Banking Segment increased to $51.0 million for 2013,
up 35.2% from 2012
-- Net income for the Mortgage Banking Segment was $24.4 million for 2013,
down 35.1% from 2012
-- Mortgage origination volume increased to $6.55 billion for 2013, up
$1.36 billion, or 26.2%,from 2012
-- Pre-tax, pre-provision operating earnings((3)) were $102.5 million for
2013, down 15.0% as compared to 2012
-- Repaid in full the $104.8 million of Series B Preferred Stock
-- Prepaid in full the $37.5 million outstanding 8.0% subordinated notes
FULL YEAR 2013 AND FOURTH QUARTER 2013 PERFORMANCE OVERVIEW
Results of Operations - Comparisons to Third Quarter 2013
Net income for the fourth quarter of 2013 was $15.0 million, compared to $14.2 million for the third quarter of 2013, an increase of 5.6%. Net income applicable to common stockholders for the fourth quarter of 2013 was $10.1 million, compared to $10.6 million for the third quarter of 2013. In the fourth quarter of 2013, there were two quarterly dividends of $2.0 million each recorded on the Series A Preferred Stock, as compared to only one quarterly dividend recorded in the third quarter of 2013.
Income before income taxes was $21.7 million for the fourth quarter of 2013, compared to $23.7 million for the third quarter of 2013, a decrease of 8.4%. The decrease was primarily due to a $3.3 million increase in occupancy expense related to the pending merger with MB Financial, Inc., a $3.1 million increase in nonperforming asset expense primarily due to resolutions of certain other real estate owned properties and a $800,000 increase in the loan loss provision. These increases in expense were partially offset by a $5.8 million increase in gain on sales of investment securities as part of a planned reduction in the investment portfolio.
Pre-tax, pre-provision operating earnings totaled $19.1 million for the fourth quarter of 2013, compared to $23.1 million for the third quarter of 2013, a decrease of 17.3%. The decrease was primarily due to an increase in costs related to the pending merger with MB Financial, Inc.
Income tax expense was $6.7 million for the fourth quarter of 2013, compared to $9.5 million for the third quarter of 2013, a decrease of 29.5%. The quarter over quarter decrease in income tax expense is the result of a reduction in income before income taxes and the year-to-date impact of changes in the applicable statutory state income tax rates combined with fluctuations in the levels of income earned in the states where income tax returns are required to be filed.
Revenue((4))
Revenue totaled $79.0 million for the fourth quarter of 2013, compared to $78.4 million for the third quarter of 2013, an increase of 0.8%.
Net interest income was $45.2 million for the fourth quarter of 2013, as compared to $46.0 million for the third quarter of 2013. The decrease in net interest income reflected a decrease in interest income, which was primarily the result of a volume-related reduction in consumer mortgage loans held for sale and a planned reduction in the investment securities portfolio. Partially offsetting the decrease in interest income was reduced interest expense primarily due to lower rates paid on deposit balances and a reduction in short-term borrowings.
Noninterest income, excluding investment security gains and losses, was $33.7 million for the fourth quarter of 2013, compared to $32.4 million for the third quarter of 2013, an increase of 4.0%. The increase was primarily due to a $2.0 million increase in mortgage banking revenue driven by increased servicing revenue partially offset by lower origination income. Servicing revenue increased $5.3 million in the fourth quarter of 2013, due to growth in the mortgage servicing right ("MSR") assets due to the combination of retention of MSR's on loans originated by Cole Taylor Mortgage, purchases of MSR's and an increase in the valuation of the MSR asset primarily due to an increase in interest rates during the fourth quarter. Partially offsetting these increases was a volume-related decrease in mortgage origination income of $3.3 million. Total mortgage originations were $1.17 billion in the fourth quarter of 2013, down 26.8% from the third quarter.
Noninterest Expense
Noninterest expense, excluding nonperforming asset expense, was $59.8 million for the fourth quarter of 2013, compared to $55.4 million for the third quarter of 2013, an increase of $4.4 million, or 7.9%. The increase was primarily due to $3.3 million in early lease termination expense and other costs related to the pending merger with MB Financial, Inc.
Results of Operations - Full Year 2013
Net income for 2013 was $62.0 million, compared to $61.9 million for 2012, an increase of 0.2%. Net income applicable to common stockholders for 2013 was $46.1 million, compared to $54.9 million for 2012.
Income before income taxes was $99.9 million for 2013, compared to $103.6 million for 2013, a decrease of 3.6%. The decrease was primarily due to a $36.9 million increase in noninterest expense, partially offset by a $23.1 million increase in net interest income and a $7.2 million decrease in provision for loan losses.
Pre-tax, pre-provision operating earnings totaled $102.5 million for 2013, compared to $120.5 million for 2012, a decrease of 14.9%. The decrease was primarily due to a $43.4 million increase in noninterest expense, excluding nonperforming asset expense and early extinguishment of debt expense, partially offset by a $23.1 million increase in net interest income.
Revenue
Revenue totaled $325.0 million for 2013, compared to $299.6 million for 2012, an increase of 8.5%.
Net interest income was $173.0 million for 2013, as compared to $149.9 million for 2012, an increase of $23.1 million or 15.4% due to both increased interest income and lower interest expense. Interest income increased $11.5 million in 2013 primarily due to growth in average earning assets for the year including loans of $385.5 million, loans held for sale of $188.7 million and investment securities of $169.1 million. The tax equivalent yield on earning assets decreased 29 basis points to 3.75% in 2013, which partially offset the increase in average asset balances. Interest expense decreased $11.6 million in 2013 primarily due the retirement of the 10% subordinated notes in September 2012 and the 8% subordinated notes in June 2013 and lower average rates and balances on time deposits. The total yield on interest-bearing liabilities fell 43 basis points to 0.62% in 2013.
Noninterest income, excluding investment security gains and losses, was $152.0 million for 2013, compared to $149.6 million for 2012, an increase of $2.4 million or 1.6%. The increase was primarily due to a $2.2 million increase in other derivative income due to customer swap fees and a $2.2 million increase in other noninterest income partially offset by a $2.6 million decrease in mortgage banking revenue due to lower mortgage origination income.
Noninterest Expense
Noninterest expense, excluding nonperforming asset expense and early extinguishment of debt expense, was $222.5 million for 2013, compared to $179.1 million for 2012 an increase of $43.4 million, or 24.2%. The increase in noninterest expense consisted of a $17.6 million increase in salaries and employee benefits, a $8.2 million increase in outside services, a $6.3 million increase in other noninterest expense and a $5.4 million increase in occupancy of premises, furniture and equipment expense.
The $17.6 million increase in salaries and employee benefits in 2013 was comprised of a $25.4 million increase in salaries, taxes and benefits primarily due to additional employees added to Cole Taylor Mortgage to support increased origination volume and the establishment of its in-house servicing platform, partially offset by an $8.6 million decrease in performance-based incentive compensation expense.
Outside service expense increased $8.2 million in 2013 primarily due to increased mortgage loan origination volume at Cole Taylor Mortgage along with increased subservice fees and other volume driven servicing-related expenses as a result of the increased size of the servicing platform.
Other noninterest expense increased $6.3 million in 2013 primarily related to an increase in volume driven expenses from the growth of mortgage originations, the expansion of mortgage retail offices and the creation of the new in-house servicing operation.
Preferred Dividends and Discounts
As the table below indicates, the increase in preferred dividends and discounts in 2013 was primarily due to the issuance of the Series A Preferred stock in November 2012. In addition, the quarterly dividend on the Series A Preferred stock of $2.0 million, which typically would have been recorded in the first quarter of 2014, was instead declared and recorded in the fourth quarter of 2013, as required by the Series A Preferred terms and in connection with the repurchase of the Series B Preferred stock. The Series B Preferred stock was fully repaid in 2013 and has been cancelled.
Change
from
2012
to
(in thousands) 2013 2012 2013
---- ---- -------
Series A Preferred
dividends $9,889 $0 $9,889
Series B Preferred
dividends and discounts 6,011 7,012 (1,001)
Total Preferred dividends
and discounts $15,900 $7,012 $8,888
======= ====== ======
Credit Quality
Loan Portfolio Performance and Credit Quality
Total commercial criticized and classified loans were $188.0 million at December 31, 2013, as compared to $151.7 million at September 30, 2013 and $131.6 million at December 31, 2012. The increase in criticized and classified loans in the fourth quarter of 2013 was largely attributable to downgrades in the commercial and industrial loan portfolio.
Nonperforming loans were $81.8 million at December 31, 2013, as compared to $86.0 million at September 30, 2013, and $59.5 million at December 31, 2012. The decrease in the fourth quarter of 2013 was due to charge-offs and pay downs of certain nonperforming loans.
OREO and repossessed assets were $10.0 million at December 31, 2013, down from $14.4 million at September 30, 2013 and $24.3 million at December 31, 2012. The decrease was primarily due to sales as we continue to actively manage the resolution process.
Total nonperforming assets were $91.9 million at December 31, 2013, compared to $100.4 million at September 30, 2013 and $83.8 million at December 31, 2012. Nonperforming assets to total assets were 1.62% at December 31, 2013, compared to 1.67% at September 30, 2013 and 1.44% at December 31, 2012.
Allowance and Provision for Loan Losses
The allowance for loan losses was $81.9 million at December 31, 2013, compared to $85.0 million at September 30, 2013 and $82.2 million at December 31, 2012. The decrease from September 30, 2013 was primarily due to charge-offs of loans which had specific reserves. The allowance for loan losses as a percent of nonperforming loans was 100.05% at December 31, 2013, as compared to 98.80% at September 30, 2013 and 138.05% at December 31, 2012.
The provision for loan losses was $1.1 million for the fourth quarter of 2013, compared to $300,000 for the third quarter of 2013 and $1.2 million in the fourth quarter of 2012.
Balance Sheet
Assets
Total assets at December 31, 2013 were $5.69 billion, compared to $6.01 billion at September 30, 2013.
Investment securities were $1.12 billion at December 31, 2013, down $300.2 million from $1.42 billion at September 30, 2013 as a result of planned sales.
Loans held for sale were $473.9 million at December 31, 2013, a decrease of 4.9% from September 30, 2013. The decrease was primarily the result of reduced mortgage origination volume for the fourth quarter by Cole Taylor Mortgage.
Net loans at December 31, 2013 were $3.57 billion, up $22.9 million from $3.54 billion at September 30, 2013. Commercial and Industrial loans were $1.94 billion at December 31, 2013, an increase of 1.7% from $1.90 billion at September 30, 2013. This increase was driven primarily by an increase in new loans from the Cole Taylor Equipment Finance business line. Commercial real estate secured loans were $1.12 billion at December 31, 2013, an increase of 1.0% from September 30, 2013. Consumer loans, which consist primarily of residential mortgages, were $301.4 million at December 31, 2013, down $47.0 million from September 30, 2013, as a portion of the residential mortgage portfolio was reclassified as held for sale.
The MSR asset increased $31.9 million in the fourth quarter to $216.1 million as of December 31, 2013. The unpaid principal balance of loans serviced was $18.5 billion as of December 31, 2013, up 12.6% from September 30, 2013. The Company invests in MSR's and retains servicing on most mortgage loans originated as part of its strategy to diversify the revenue streams of Cole Taylor Mortgage.
Liabilities and Stockholders' Equity
Total liabilities at December 31, 2013 were $5.22 billion, as compared to $5.47 billion at September 30, 2013.
Total deposits were $3.65 billion at December 31, 2013, compared to $3.70 billion at September 30, 2013. Total deposits decreased in the fourth quarter primarily due to the on-going planned reduction in time deposits.
Average total deposits for the fourth quarter of 2013 increased slightly to $3.87 billion from $3.83 billion in the third quarter of 2013, primarily due to growth in commercial interest-bearing demand deposits.
Short-term borrowings decreased $187.3 million in the fourth quarter to $1.38 billion as of December 31, 2013, which was attributable to reduced funding needs as a result of the planned reduction in the investment portfolio.
Total stockholders' equity decreased $80.2 million from $544.7 million at September 30, 2013 to $464.6 million at December 31, 2013, primarily due to the repurchase and redemption of all the remaining outstanding Series B Preferred shares in the fourth quarter, which totaled $78.6 million for the fourth quarter of 2013, including accrued dividends to the date of repurchase or redemption, as applicable, and was planned in conjunction with the pending merger with MB Financial, Inc. In addition, accumulated other comprehensive income decreased $11.6 million resulting from a reduction in the unrealized gain on available for sale securities due to an increase in interest rates in the fourth quarter and the realized gains on sale of investment securities. These declines were partially offset by retaining the net income available to common stockholders earned in the fourth quarter.
Capital
At December 31, 2013, the Company's Tier I Risk Based Capital ratio was 11.40%, its Total Risk Based Capital ratio was 12.65% and its Tier I Capital to Average Assets leverage ratio was 9.18%.
Each of these 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 $5.7 billion as of December 31, 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.
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 2014 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 may 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 MSR portfolio,
which may increase the volatility of our earnings.
-- Certain hedging strategies that we use to manage investment in MSR's,
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 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 may not be able to access sufficient and cost-effective sources of
liquidity.
-- We are subject to liquidity risk, including unanticipated deposit
volatility.
-- 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 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.
-- 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 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 fourth 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"), which was declared effective by the SEC on January 14, 2014. The registration statement includes a joint proxy statement of MB Financial and Taylor Capital that also constitutes a prospectus of MB Financial, which, was mailed in definitive form to the stockholders of MB Financial and Taylor Capital on or about January 21, 2104. Stockholders are advised to read 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 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.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited) (Unaudited)
Dec. 31, Sept. 30, Dec. 31,
2013 2013 2012
--------- ---------- ---------
ASSETS
Cash
and
cash
equivalents $90,817 $122,407 $166,385
Investment
securities 1,120,731 1,420,906 1,267,757
Loans
held
for
sale 473,890 498,276 938,379
Loans,
net 31, December
of 2013, 31,
allowance $85,013 2012
for at
loan September
losses 30,
of 2013
$81,864 and
at $82,191
December 3,566,511 3,543,645 3,086,112
Premises,
leasehold
improvements
and
equipment,
net 26,919 25,391 16,062
Investment
in
Federal
Home
Loan
Bank
and
Federal
Reserve
Bank
stock 64,612 74,342 74,950
Mortgage
servicing
rights 216,111 184,237 78,917
Other
real
estate
and
repossessed
assets,
net 10,049 14,389 24,259
Other
assets 116,178 131,101 149,589
------- ------- -------
Total
assets $5,685,818 $6,014,694 $5,802,410
========== ========== ========
LIABILITIES AND
STOCKHOLDERS'
EQUITY
Deposits:
Noninterest-
bearing $1,048,946 $1,010,789 $1,179,724
Interest-
bearing 2,602,037 2,686,407 2,348,618
--------- --------- ---------
Total
deposits 3,650,983 3,697,196 3,528,342
Accrued
interest,
taxes
and
other
liabilities 105,350 120,521 131,473
Short-
term
borrowings 1,378,327 1,565,651 1,463,019
Junior
subordinated
debentures 86,607 86,607 86,607
Subordinated
notes,
net - - 33,366
Total
liabilities 5,221,267 5,469,975 5,242,807
--------- --------- ---------
Stockholders'
equity:
Preferred
stock,
Series
A 100,000 100,000 100,000
Preferred
stock,
Series
B - 78,927 103,813
Nonvoting
preferred
stock 13 13 13
Common
stock 307 307 302
Surplus 417,429 417,202 412,391
Accumulated
deficit (17,430) (27,518) (63,537)
Accumulated
other
comprehensive
income
(loss),
net (6,183) 5,373 36,206
Treasury
stock (29,585) (29,585) (29,585)
------- -------
Total
stockholders'
equity 464,551 544,719 559,603
------- ------- -------
Total
liabilities
and
stockholders'
equity $5,685,818 $6,014,694 $5,802,410
========== ========== ========
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(dollars in thousands, except per share data)
For the Three Months Ended For the Twelve
Months Ended
-------------------------- ---------------
Dec. 31, Sept. 30, Dec. 31, Dec. 31, Dec. 31,
2013 2013 2012 2013 2012
--------- --------- --------- --------- ---------
Interest income:
Interest and
fees on loans $39,835 $40,501 $38,696 $155,464 $145,962
Interest and dividends
on investment
securities:
Taxable 7,670 8,332 7,974 33,017 37,078
Tax-exempt 2,875 2,826 1,013 9,205 3,100
Interest on
cash
equivalents - 2 1 4 8
--- --- --- --- ---
Total interest
income 50,380 51,661 47,684 197,690 186,148
------ ------ ------ ------- -------
Interest expense:
Deposits 3,324 3,697 4,352 15,498 19,100
Short-term
borrowings 408 491 492 1,792 2,248
Long-term
borrowings - - 11 - 612
Junior
subordinated
debentures 1,444 1,446 1,457 5,777 5,859
Subordinated
notes - - 862 1,627 8,443
--- --- --- ----- -----
Total interest
expense 5,176 5,634 7,174 24,694 36,262
----- ----- ----- ------ ------
Net interest
income 45,204 46,027 40,510 172,996 149,886
Provision for
loan losses 1,100 300 1,200 2,400 9,550
----- --- ----- ----- -----
Net interest
income after
provision for
loan losses 44,104 45,727 39,310 170,596 140,336
------ ------ ------ ------- -------
Noninterest income:
Service charges 3,571 3,572 3,461 14,139 13,530
Mortgage
banking
revenue 27,171 25,148 44,285 122,882 125,505
Gain on sales
of investment
securities,
net 5,891 61 1,488 5,959 5,464
Other
derivative
income 1,427 1,855 1,156 6,546 4,322
Other
noninterest
income 1,580 1,836 1,572 8,406 6,226
----- ----- ----- ----- -----
Total
noninterest
income 39,640 32,472 51,962 157,932 155,047
------ ------ ------ ------- -------
Noninterest expense:
Salaries and
employee
benefits 36,099 35,100 35,991 142,549 124,930
Occupancy of
premises,
furniture and
equipment 7,239 3,703 3,426 17,766 12,384
Nonperforming
asset expense 2,246 (836) 2,816 771 4,951
Early
extinguishment
of debt - - 63 5,380 7,721
FDIC assessment 1,946 1,963 1,830 7,692 6,795
Legal fees, net 1,746 2,001 780 5,722 3,413
Loan expense,
net 2,081 2,195 2,410 9,542 6,815
Outside
services 3,300 3,535 1,545 12,149 3,914
Other
noninterest
expense 7,422 6,881 6,423 27,076 20,814
----- ----- ----- ------ ------
Total
noninterest
expense 62,079 54,542 55,284 228,647 191,737
------ ------ ------ ------- -------
Income before
income taxes 21,665 23,657 35,988 99,881 103,646
Income tax
expense 6,701 9,488 14,530 37,874 41,745
----- ----- ------ ------ ------
Net income 14,964 14,169 21,458 62,007 61,901
Preferred
dividends and
discounts (4,876) (3,583) (1,765) (15,900) (7,012)
------ ------ ------ ------- ------
Net income
applicable to
common
stockholders $10,088 $10,586 $19,693 $46,107 $54,889
======= ======= ======= ======= =======
Basic income
per common
share $0.33 $0.35 $0.66 $1.51 $1.84
Diluted income
per common
share 0.33 0.34 0.65 1.50 1.79
Weighted-
average common
shares
outstanding 29,004,826 28,936,361 28,515,040 28,807,517 28,294,884
Weighted-
average
diluted common
shares
outstanding 29,266,098 29,176,070 28,895,719 29,110,289 29,016,717
SUMMARY OF KEY QUARTERLY FINANCIAL DATA
(dollars in thousands)
Unaudited
---------
2013 2012
---- ----
Fourth Third Second First Fourth
Quarter Quarter Quarter Quarter Quarter
------- -------- ------- -------- -------
Condensed Income Data:
----------------------
Net interest
income $45,204 $46,027 $41,082 $40,683 $40,510
Provision for
loan losses 1,100 300 700 300 1,200
Total
noninterest
income 39,640 32,472 46,101 39,719 51,962
Total
noninterest
expense 62,079 54,542 60,271 51,755 55,284
------ ------ ------ ------ ------
Income before
income taxes 21,665 23,657 26,212 28,347 35,988
Income tax
expense 6,701 9,488 10,595 11,090 14,530
----- ----- ------ ------ ------
Net income 14,964 14,169 15,617 17,257 21,458
Preferred
dividends and
discounts (4,876) (3,583) (3,780) (3,661) (1,765)
Net income
applicable to
common
stockholders $10,088 $10,586 $11,837 $13,596 $19,693
======= ======= ======= ======= =======
Non-GAAP Measures of
Performance: (1)
--------------------
Revenue $78,953 $78,438 $87,177 $80,401 $90,984
Pre-tax, pre-
provision
operating
earnings 19,120 23,060 31,088 29,205 38,579
Per Share Data:
---------------
Basic income per
common share $0.33 $0.35 $0.39 $0.45 $0.66
Diluted income
per common
share 0.33 0.34 0.39 0.44 0.65
Tangible book
value per
common share 12.43 12.47 12.22 12.69 12.36
Weighted average
common shares-
basic 29,004,826 28,936,361 28,687,406 28,595,562 28,515,040
Weighted average
common shares-
diluted 29,266,098 29,176,070 28,995,753 28,961,395 28,895,719
Common shares
outstanding-
end of period 29,329,530 29,333,540 29,098,639 29,088,735 28,792,042
Performance Ratios
(annualized):
------------------
Return on
average assets 1.09% 0.96% 1.09% 1.22% 1.59%
Return on
average common
equity 10.84% 11.69% 12.66% 14.82% 22.40%
Efficiency ratio
(2) 78.63% 69.54% 69.14% 64.37% 60.76%
Average Balance Sheet Data:
(3)
---------------------------
Total assets $5,827,825 $5,893,140 $5,747,219 $5,642,192 $5,389,566
Investments 1,368,550 1,491,554 1,472,316 1,360,213 1,213,422
Cash equivalents 160 541 237 555 985
Loans held for
sale 463,756 626,043 634,327 691,134 663,759
Loans 3,633,969 3,442,999 3,254,918 3,177,615 3,090,019
Total interest-
earning assets 5,466,435 5,561,137 5,361,798 5,229,517 4,968,185
Interest-
bearing
deposits 2,786,288 2,767,265 2,494,537 2,424,772 2,282,290
Borrowings 1,330,934 1,425,545 1,397,300 1,219,977 1,241,905
Total interest-
bearing
liabilities 4,117,222 4,192,810 3,891,837 3,644,749 3,524,195
Noninterest-
bearing
deposits 1,081,148 1,061,917 1,195,709 1,333,958 1,257,811
Total
stockholders'
equity 526,313 545,391 578,142 570,652 500,727
Tax Equivalent Net Interest
Margin:
---------------------------
Net interest
income as
stated $45,204 $46,027 $41,082 $40,683 $40,510
Add: Tax
equivalent
adjust. -
investment (4) 1,548 1,522 1,119 769 545
Tax equivalent
adjust. -loans
(4) 26 27 29 29 30
Tax equivalent
net interest
income $46,778 $47,576 $42,230 $41.481 $41.085
======= ======= ======= ======= =======
Net interest
margin without
tax adjust. (5) 3.29% 3.29% 3.07% 3.14% 3.25%
Net interest
margin -tax
equivalent (4)
(5) 3.41% 3.41% 3.16% 3.20% 3.30%
Yield on earning
assets without
tax adjust. (5) 3.67% 3.70% 3.59% 3.68% 3.83%
Yield on earning
assets -tax
equivalent (4)
(5) 3.79% 3.81% 3.67% 3.74% 3.87%
Yield on
interest-
bearing
liabilities (5) 0.50% 0.53% 0.71% 0.78% 0.81%
Net interest
spread without
tax adjust. (5) 3.17% 3.17% 2.88% 2.90% 3.02%
Net interest
spread -tax
equivalent (4)
(5) 3.29% 3.28% 2.96% 2.96% 3.06%
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.
SUMMARY OF KEY YEAR-TO-DATE FINANCIAL DATA
(dollars in thousands)
Unaudited
---------
For the Twelve Months
Ended December 31,
----------------------
2013 2012
---- ----
Condensed
Income Data:
-------------
Net interest
income $172,996 $149,886
Provision for
loan losses 2,400 9,550
Total
noninterest
income 157,932 155,047
Total
noninterest
expense 228,647 191,737
------- -------
Income before
income taxes 99,881 103,646
Income tax
expense 37,874 41,745
------ ------
Net income 62,007 61,901
Preferred
dividends and
discounts (15,900) (7,012)
Net income
applicable to
common
stockholders $46,107 $54,889
======= =======
Non-GAAP
Measures of
Performance:
(1)
-------------
Revenue $324,969 $299,594
Pre-tax, pre-
provision
operating
earnings 102,473 120,529
Per Share
Data:
---------
Basic income
per common
share $1.51 $1.84
Diluted income
per common
share 1.50 1.79
Tangible book
value per
common share 12.43 12.36
Weighted
average
common
shares-basic 28,807,517 29,294,884
Weighted
average
common
shares-
diluted 29,110,289 29,016,717
Common shares
outstanding-
end of period 29,329,530 28,792,042
Performance
Ratios
(Annualized):
--------------
Return on
average
assets 1.07% 1.24%
Return on
average
common equity 12.50% 16.76%
Efficiency
ratio (2) 70.36% 64.00%
Average
Balance Sheet
Data: (3)
--------------
Total assets $5,778,419 $4,987,240
Investments 1,423,370 1,254,310
Cash
equivalents 373 739
Loans held for
sale 603,253 414,582
Loans 3,378,806 2,993,335
Total
interest-
earning
assets 5,405,802 4,662,966
Interest-
bearing
deposits 2,619,615 2,255,596
Borrowings 1,343,968 1,208,243
Total
interest-
bearing
liabilities 3,963,583 3,463,839
Noninterest-
bearing
deposits 1,167,199 997,526
Total
stockholders'
equity 554,976 441,581
Tax Equivalent
Net Interest
Margin:
--------------
Net interest
income as
stated $172,996 $149,886
Add: Tax
equivalent
adjust. -
investment
(4) 4,957 1,669
Tax equivalent
adjust. -
loans (4) 111 123
Tax equivalent
net interest
income $178,064 $151,678
======== ========
Net interest
margin
without tax
adjust. (5) 3.20% 3.22%
Net interest
margin -tax
equivalent
(4) (5) 3.29% 3.26%
Yield on
earning
assets
without tax
adjust. (5) 3.65% 4.00%
Yield on
earning
assets -tax
equivalent
(4) (5) 3.75% 4.04%
Yield on
interest-
bearing
liabilities
(5) 0.62% 1.05%
Net interest
spread -
without tax
adjust. (5) 3.03% 2.96%
Net interest
spread -tax
equivalent
(4) (5) 3.13% 2.99%
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.
SUMMARY OF KEY PERIOD-END FINANCIAL DATA
(dollars in thousands)
Unaudited
---------
Dec. 31, Sept. 30, Jun. 30, Mar. 31, Dec. 31,
2013 2013 2013 2013 2012
--------- ---------- --------- --------- ---------
Condensed Balance Sheet
Data:
-----------------------
Investment
securities $1,120,731 $1,420,906 $1,434,326 $1,429,971 $1,267,757
Loans held for
sale 473,890 498,276 693,937 668,937 938,379
Loans 3,648,375 3,628,658 3,302,548 3,222,794 3,168,303
Allowance for
loan losses 81,864 85,013 83,576 82,150 82,191
Total assets 5,685,818 6,014,694 5,901,370 5,770,432 5,802,410
Total deposits 3,650,983 3,697,196 3,692,426 3,794,394 3,528,342
Total
borrowings 1,464,934 1,652,258 1,515,462 1,256,653 1,582,992
Total
stockholders'
equity 464,551 544,719 560,274 573,332 559,603
Asset Quality Ratios:
---------------------
Nonperforming
loans $81,825 $86,045 $69,539 $71,404 $59,537
Nonperforming
assets 91,874 100,434 89,333 98,622 83,796
Allowance for
loan losses
to total
loans
(excluding
loans held
for sale) 2.24% 2.34% 2.53% 2.55% 2.59%
Allowance for
loan losses
to
nonperforming
loans 100.05% 98.80% 120.19% 115.05% 138.05%
Nonperforming
assets to
total loans
plus
repossessed
property 2.51% 2.76% 2.69% 3.03% 2.62%
Capital Resources (Taylor
Capital Group, Inc.):
-------------------------
Total Capital
(to Risk
Weighted
Assets) 12.65% 14.15% 15.22% 16.50% 16.27%
Tier I Capital
(to Risk
Weighted
Assets) 11.40% 12.89% 13.96% 14.45% 14.21%
Leverage (to
average
assets) 9.18% 10.30% 10.87% 10.91% 11.14%
Total Capital $591,908 $663,917 $679,379 $701,381 $685,998
Tier I Capital 533,123 604,920 623,221 614,382 599,504
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:
December 31, September 30, December 31,
2013 2013 2012
------------- -------------- -------------
Loans Percent Percent Balance Percent
of of of
Gross Gross Gross
Loans Loans Loans
Balance Balance
--- -------
Commercial
and
industrial $1,935,377 52.9% $1,902,572 52.3% $1,590,587 50.1%
Commercial
real
estate
secured 1,124,227 30.7 1,113,533 30.6 965,978 30.4
Residential
construction
and land 46,079 1.3 49,796 1.3 45,903 1.5
Commercial
construction
and land 121,682 3.3 115,698 3.2 103,715 3.3
Lease
receivables 132,013 3.6 108,808 3.0 50,803 1.6
------- ------- ------
Total
commercial
loans 3,359,378 91.8 3,290,407 90.4 2,756,986 86.9
Consumer 301,377 8.2 348,362 9.6 416,635 13.1
------- --- ------- --- ------- ----
Gross
loans 3,660,755 100.0% 3,638,769 100.0% 3,173,621 100.0%
===== ===== =====
Less:
Unearned
discount (12,380) (10,111) (5,318)
------- ------- ------
Total
loans 3,648,375 3,628,658 3,168,303
Less:
Loan
loss
allowance (81,864) (85,013) (82,191)
------- ------- -------
Net loans $3,566,511 $3,543,645 $3,086,112
======== ======== ========
Loans
Held for
Sale $473,890 $498,276 $938,379
======== ======== ========
The following table provides details of the Company's commercial real estate portfolio:
December 31, September 30, December 31,
2013 2013 2012
------------- -------------- -------------
Commercial Percent Percent Percent
real estate of of of
secured: Total Total Total
Balance Balance Balance
--- ------- ------- -------
Commercial
non-owner
occupied:
Retail strip
centers or
malls $102,195 9.1% $104,595 9.4% $109,266 11.3%
Office/
mixed use
property 126,662 11.3 121,683 10.9 113,216 11.7
Commercial
properties 126,608 11.3 102,683 9.2 111,852 11.6
Specialized
- other 101,813 9.1 99,409 8.9 69,827 7.2
Other
commercial
properties 25,483 2.3 20,739 1.9 28,870 3.0
Farmland 2,256 0.2 2,285 0.3 - -
----- --- ----- --- --- ---
Subtotal
commercial
non-owner
occupied 485,017 43.3 451,394 40.6 433,031 44.8
Commercial
owner-
occupied 513,126 45.5 537,208 48.2 425,723 44.1
Multi-
family
properties 126,084 11.2 124,931 11.2 107,224 11.1
------- ---- ------- ---- ------- ----
Total
commercial
real estate
secured $1,124,227 100.0% $1,113,533 100.0% $965,978 100.0%
======== ===== ======== ===== ====== =====
CREDIT QUALITY (unaudited)
(dollars in thousands)
At or for the Three Months
Ended
---------------------------
Dec. 31, Sept. Dec. 31,
2013 30, 2012
2013
-------- ------ ---------
Nonperforming
Assets:
-------------
Loans contractually
past due 90 days or
more but still
accruing interest $ - $ - $ -
Nonaccrual loans:
Commercial and
industrial $15,879 $19,893 $16,705
Commercial real
estate secured 37,474 34,584 14,530
Residential
construction and
land - - 4,495
Commercial
construction and
land 22,550 25,746 15,220
Consumer 5,922 5,822 8,587
----- ----- -----
Total nonaccrual
loans 81,825 86,045 59,537
------ ------ ------
Total nonperforming
loans 81,825 86,045 59,537
Other real estate
owned and
repossessed assets 10,049 14,389 24,259
------ ------ ------
Total nonperforming
assets $91,874 $100,434 $83,796
======= ====== =======
Other Credit Quality
Information:
--------------------
Commercial
criticized and
classified loans
(1)
Special mention $73,093 $47,919 $58,025
Substandard 39,012 23,547 22,608
Nonaccrual 75,903 80,223 50,950
Total commercial
criticized and
classified loans $188,008 $151,689 $131,583
====== ====== ======
Loans contractually
past due 30 - 89
days and still
accruing $5,189 $5,658 $6,111
Performing
restructured loans 20,736 20,031 17,456
Recorded balance of
impaired loans 96,451 100,464 70,343
Allowance for loan
losses related to
impaired loans 13,687 16,169 12,057
Allowance for Loan
Losses Summary:
------------------
Allowance at
beginning of period $85,013 $83,576 $79,667
(Charge-offs), net
of recoveries:
Commercial and
commercial real
estate (1,713) 1,291 1,793
Real estate -
construction and
land (2,232) - 125
Consumer (304) (154) (594)
Total net (charge-
offs) recoveries (4,249) 1,137 1,324
Provision for loan
losses 1,100 300 1,200
Allowance at end of
period $81,864 $85,013 $82,191
======= ======= =======
Key Credit Ratios:
------------------
Nonperforming loans
to total loans 2.24% 2.37% 1.88%
Nonperforming assets
to total loans plus
repossessed
property 2.51% 2.76% 2.62%
Nonperforming assets
to total assets 1.62% 1.67% 1.44%
Annualized net
charge-offs
(recoveries) to
average total loans 0.08% (0.13)% (0.17)%
Allowance to total
loans at end of
period (excluding
loans held for
sale) 2.24% 2.34% 2.59%
Allowance to
nonperforming loans 100.05% 98.80% 138.05%
30 - 89 days past
due to total loans 0.14% 0.16% 0.19%
(1) Commercial criticized and classified loans excludes consumer loans.
LOAN PORTFOLIO AGING (unaudited)
(dollars in thousands)
As of December 31, 2013
-----------------------
30-89 >90 Days Total % of Allowance
Days Past Due Loans Total for Loan
Past and Loans Loss
Due Still Allocation
Accruing Nonaccrual Current
----- --------- ---------- ------- ------ ----- ----------
Commercial
and
industrial $ - $ - $15,879 $1,919,498 $1,935,377 53% $37,733
Commercial
real estate
secured:
Commercial
non-owner
occupied:
Retail strip
centers or
malls - - 17,033 85,162 102,195 3% 3,753
Office/
mixed use
property 301 - 1,143 125,218 126,662 4% 2,165
Commercial
properties - - 2,254 124,354 126,608 4% 3,037
Specialized
- other - - 4,541 97,272 101,813 3% 1,456
Other
commercial
properties - - - 25,483 25,483 1% 381
Farmland - - - 2,256 2,256 - % 34
--- --- --- ----- ----- --- --- ---
Subtotal
commercial
non-owner
occupied 301 - 24,971 459,745 485,017 15% 10,826
Commercial
owner-
occupied 288 - 12,330 500,508 513,126 14% 9,435
Multi-
family
properties 155 - 173 125,756 126,084 3% 2,123
--- --- --- ------- ------- --- -----
Total
commercial
real estate
secured 744 - 37,474 1,086,009 1,124,227 32% 22,384
Residential
construction
and land:
Residential
construction - - - 29,956 29,956 1% 3,582
Land - - - 16,123 16,123 - % 2,072
--- --- --- ------ ------ --- --- -----
Total
residential
construction
and land - - - 46,079 46,079 1% 5,654
Commercial
construction
and land - - 22,550 99,132 121,682 3% 7,562
Lease
receivables,
net of
unearned
discount - - - 119,633 119,633 3% 718
--- --- --- ------- ------- --- ---
Total
commercial
loans 744 - 75,903 3,270,351 3,346,998 92% 74,051
Consumer
loans 4,445 - 5,922 291,010 301,377 8% 7,813
----- --- ----- ------- --- -----
Total loans $5,189 $ - $81,825 $3,561,361 $3,648,375 100% $81,864
==== = === ======= ======== ======== === =======
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
--------------------------
December 31, 2013 September 30, 2013 December 31, 2012
----------------- ------------------ -----------------
Average Percent Average Percent Average Percent
Balance of Balance of Balance of
Deposits Deposits Deposits
-------- -------- -------- -------- -------- --------
Noninterest-
bearing
deposits $1,081,148 28.0 % $1,061,917 27.7 % $1,257,811 35.5 %
Interest-bearing
deposits:
Commercial
interest
checking 360,476 9.3 315,722 8.2 - -
NOW
accounts 597,373 15.4 597,461 15.6 460,187 13.0
Savings
deposits 40,355 1.0 41,236 1.1 39,874 1.1
Money
market
accounts 728,419 18.8 783,974 20.5 743,479 21.0
Brokered
money
market
deposits 37,874 1.0 - - 24,036 0.7
Certificates
of
deposit 493,291 12.8 546,152 14.3 568,549 16.1
Brokered
certificates
of
deposit 268,982 7.0 220,323 5.8 215,189 6.1
CDARS time
deposits 205,088 5.3 224,083 5.9 211,865 6.0
Public
time
deposits 54,430 1.4 38,315 0.9 19,111 0.5
------ --- ------ --- ------ ---
Total
interest-
bearing
deposits 2,786,288 72.0 2,767,266 72.3 2,282,290 64.5
--------- ---- --------- ---- --------- ----
Total
deposits $3,867,436 100.0 % $3,829,183 100.0 % $3,540,101 100.0 %
========== ====== ========== ====== ========== ======
The following table sets forth the period end balances of total deposits
as of each of the dates indicated below.
Dec. 31, Sept. 30, Dec. 31.
2013 2013 2012
--------- --------- ---------
Noninterest-
bearing
deposits $1,048,946 $1,010,789 $1,179,724
Interest-
bearing
deposits:
Commercial
interest
checking 377,631 305,111 -
NOW
accounts 566,269 632,105 573,133
Savings
accounts 40,357 40,166 39,915
Money
market
accounts 698,302 761,590 744,791
Brokered
money
market
deposits 51,124 - 27,840
Certificates
of
deposit 472,222 522,433 561,998
Brokered
certificates
of
deposit 203,715 235,405 199,604
CDARS
time
deposits 142,835 135,013 186,187
Public
time
deposits 49,582 54,584 15,150
------ ------ ------
Total
interest-
bearing
deposits 2,602,037 2,686,407 2,348,618
--------- --------- ---------
Total
deposits $3,650,983 $3,697,196 $3,528,342
======== ======== ========
SUMMARY OF QUARTERLY SEGMENT FINANCIAL DATA (unaudited)
(dollars in thousands)
For the Three Months Ended
--------------------------
Dec. 31, Sept. 30, Jun. 30, Mar. 31, Dec. 31,
2013 2013 2013 2013 2012
--------- ---------- --------- --------- ---------
BANKING:
--------
Net
interest
income $40,975 $40,780 $37,175 $36,181 $36,696
Provision
for loan
losses 1,210 233 946 292 1,200
Total
noninterest
income 12,428 7,284 7,528 7,647 7,518
Total
noninterest
expense 28,363 23,473 25,770 25,468 25,817
Income
before
income
taxes 23,830 24,358 17,987 18,068 17,197
Income tax
expense 9,413 9,621 7,105 7,136 6,793
Net income $14,417 $14,737 $10,882 $10,932 $10,404
======= ======= ======= ======= =======
For the Three Months Ended
--------------------------
Dec. 31, Sept. 30, Jun. 30, Mar. 31, Dec. 31,
2013 2013 2013 2013 2012
--------- ---------- --------- --------- ---------
MORTGAGE
BANKING:
---------
Net
interest
income $5,517 $6,499 $5,742 $6,414 $5,902
Provision
for loan
losses (110) 67 (246) 8 -
Noninterest
income:
Loan
origination
income 13,943 17,249 29,355 26,430 38,906
Net
servicing
income 13,226 7,896 9,176 5,600 5,495
------ ----- ----- ----- -----
Total
noninterest
income 27,169 25,145 38,531 32,030 44,401
Total
noninterest
expense 29,222 29,063 29,086 26,287 29,466
Income
before
income
taxes 3,574 2,514 15,433 12,149 20,837
Income tax
expense
(benefit) 1,033 (19) 4,928 3,375 7,540
Net income $2,541 $2,533 $10,505 $8,774 $13,297
====== ====== ======= ====== =======
Origination
Volume $1,169,098 $1,596,431 $1,874,248 $1,907,642 $1,947,356
Refinance % 40% 37% 62% 77% 77%
Purchase % 60% 63% 38% 23% 23%
Period End Balances
-------------------
Dec. 31, Sept. 30, Jun. 30, Mar. 31, Dec. 31,
2013 2013 2013 2013 2012
--------- ---------- --------- --------- ---------
Mortgage
servicing
book $18,496,230 $16,431,269 $12,740,176 $10,506,034 $8,533,785
Mortgage
servicing
rights 216,111 184,237 145,729 106,576 78,917
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 third party 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 subordinated debt expense, certain parent company activities, expenses related
to the pending merger with MB Financial, and residual income tax expense or benefit.
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
--------------------------
Dec. Sept. Jun. Mar. Dec.
31, 30, 30, 31, 31,
2013 2013 2013 2013 2012
----- ------ ----- ----- -----
Income before
income taxes $21,665 $23,657 $26,212 $28,347 $35,988
Add back
(subtract):
Credit costs:
Provision for
loan losses 1,100 300 700 300 1,200
Nonperforming
asset expense 2,246 (836) (1,198) 559 2,816
Credit costs
subtotal 3,346 (536) (498) 859 4,016
Other:
Gain on sales
of investment
securities (5,891) (61) (6) (1) (1,488)
Early
extinguishment
of debt - - 5,380 - 63
Other subtotal (5,891) (61) 5,374 (1) (1,425)
------ --- ----- --- ------
Pre-tax, pre-
provision
operating
earnings $19,120 $23,060 $31,088 $29,205 $38,579
===== ===== ===== ===== =====
The following, as of the dates indicated, details the components of revenue.
For the Three Months Ended
--------------------------
Dec. Sept. Jun. Mar. Dec.
31, 30, 30, 31, 31,
2013 2013 2013 2013 2012
----- ------ ----- ----- -----
Net
interest
income $45,204 $46,027 $41,082 $40,683 $40,510
Noninterest
income 39,640 32,472 46,101 39,719 51,962
Add back
(subtract):
Gain on
sales
of
investment
securities (5,891) (61) (6) (1) (1,488)
------ --- --- --- ------
Revenue $78,953 $78,438 $87,177 $80,401 $90,984
===== ===== ===== ===== =====
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
SOURCE Taylor Capital Group, Inc.
