Byline Bancorp, Inc. (BY) 8-K Earnings Release

Originated loans and leases grew to $2.1 billion, an increase of $261.4 million, or 14.6%, from the second quarter of 2018, and $592.2 million, or 40.2%, from the third quarter of 2017

•

Efficiency ratio improves to 56.57% for the third quarter of 2018, compared to 83.35% for the second quarter of 2018, and 69.92% for the third quarter of 2017

•

Return on average assets improves to 1.20% for the third quarter of 2018, compared to 0.29% for the second quarter of 2018, and 1.17% for the third quarter of 2017

•

Return on stockholders’ equity improves to 9.22% for the third quarter of 2018, compared to 2.14% for the second quarter of 2018, and 8.44% for the third quarter of 2017

Chicago, IL, October 25, 2018 – Byline Bancorp, Inc. (the “Company” or “Byline”)(NYSE: BY), the parent company of Byline Bank (the “Bank”), today reported net income of $14.5 million, or $0.39 per diluted share, for the third quarter of 2018, compared with net income of $2.8 million, or $0.08 per diluted share, for the second quarter of 2018, and net income of $9.8 million, or $0.32 per diluted share, for the third quarter of 2017. The Company’s financial results during 2018 include certain costs associated with its acquisition and integration of First Evanston Bancorp, Inc. (“First Evanston”) and its bank subsidiary First Bank & Trust, including merger-related and core system conversion expenses. The acquisition closed on May 31, 2018. Excluding these costs and impairment charges on assets held for sale for each quarter, adjusted net income¹ was $14.9 million, or $0.40 per adjusted diluted share, for the third quarter of 2018, compared with $10.6 million, or $0.32 per adjusted diluted share, for the second quarter of 2018. A reconciliation of adjusted net income and adjusted diluted earnings per share to net income and diluted earnings per share, respectively, according to accounting principles generally accepted in the United States of America (“GAAP”) is provided in the financial tables at the end of this release.

Alberto J. Paracchini, President and Chief Executive Officer of Byline, commented, “Our performance for the quarter was strong and characterized by solid organic growth, continued improvements in our operating performance, and focused execution of our strategy. The third quarter represented the first full quarter of operations subsequent to the closing of the First Evanston acquisition, which has benefited our financial performance. We continue to remain focused on ensuring a smooth transition for customers and colleagues, and expect to see continued benefits as we capture the synergies projected for this transaction.

We are very pleased to report to you that we recently signed a definitive agreement to acquire Oak Park River Forest Bankshares, Inc. We believe this acquisition will enhance our position in an attractive Chicago metropolitan market, while also providing an important source of low-cost deposits. We believe

(1)

Represents a non-GAAP financial measure. See “Reconciliation of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

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the synergies from this combination will further enhance the value of the Byline franchise,” said Mr. Paracchini.

STATEMENTS OF OPERATIONS

Net Interest Income

The following table presents net interest income for the periods indicated:

	Three Months Ended										Nine Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,			September 30,		September 30,
(dollars in thousands)	2018		2018		2018		2017		2017			2018		2017
INTEREST AND DIVIDEND INCOME
Interest and fees on loans and leases	$	55,045	$	39,627	$	33,654	$	31,896	$	30,933		$	128,326	$	88,510
Interest on taxable securities		5,076		4,572		4,055		3,679		3,720			13,703		11,213
Interest on tax-exempt securities		337		229		174		176		174			740		458
Other interest and dividend income		615		413		259		205		217			1,287		666
Total interest and dividend income		61,073		44,841		38,142		35,956		35,044			144,056		100,847
INTEREST EXPENSE
Deposits		5,971		3,745		2,498		2,218		2,112			12,214		5,518
Federal Home Loan Bank advances		1,723		1,360		1,358		1,009		850			4,441		2,282
Subordinated debentures and other borrowings		786		680		591		578		670			2,057		2,286
Total interest expense		8,480		5,785		4,447		3,805		3,632			18,712		10,086
Net interest income	$	52,593	$	39,056	$	33,695	$	32,151	$	31,412		$	125,344	$	90,761

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The following table presents the quarter-to-date schedule of average interest-earning assets and average interest-bearing liabilities for the periods indicated:

	For the Three Months Ended
				September 30,								June 30,
	2018								2018
(dollars in thousands)	Average Balance⁽⁵⁾			Interest Inc / Exp		Average Yield / Rate			Average Balance⁽⁵⁾			Interest Inc / Exp		Average Yield / Rate
ASSETS
Cash and cash equivalents	$	107,555		$	368		1.36	%	$	68,019		$	199		1.17	%
Loans and leases⁽¹⁾		3,387,569			55,045		6.45	%		2,638,757			39,627		6.02	%
Securities available-for-sale		768,189			4,738		2.45	%		694,154			4,203		2.43	%
Securities held-to-maturity		91,892			585		2.53	%		96,414			583		2.42	%
Tax-exempt securities⁽²⁾		55,656			337		2.40	%		36,749			229		2.50	%
Total interest-earning assets	$	4,410,861		$	61,073		5.49	%	$	3,534,093		$	44,841		5.09	%
Allowance for loan and lease losses		(21,557	)							(18,292	)
All other assets		420,635								347,383
TOTAL ASSETS	$	4,809,939							$	3,863,184
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Interest checking	$	316,394		$	384		0.48	%	$	227,760		$	124		0.22	%
Money market accounts		618,213			1,200		0.77	%		469,066			781		0.67	%
Savings		479,837			148		0.12	%		454,295			83		0.07	%
Time deposits		1,084,550			4,239		1.55	%		864,348			2,757		1.28	%
Total interest-bearing deposits		2,498,994			5,971		0.95	%		2,015,469			3,745		0.75	%
Federal Home Loan Bank advances		394,588			1,723		1.73	%		342,825			1,360		1.59	%
Other borrowed funds		61,582			786		5.06	%		57,644			680		4.73	%
Total borrowings		456,170			2,509		2.18	%		400,469			2,040		2.04	%
Total interest-bearing liabilities	$	2,955,164		$	8,480		1.14	%	$	2,415,938		$	5,785		0.96	%
Non-interest bearing demand deposits		1,175,523								891,175
Other liabilities		53,631								37,524
Total stockholders’ equity		625,621								518,547
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,809,939							$	3,863,184
Net interest spread⁽³⁾							4.35	%							4.13	%
Net interest income				$	52,593							$	39,056
Net interest margin⁽⁴⁾							4.73	%							4.43	%

Net loan accretion impact on margin				$	8,259		0.74	%				$	3,604		0.41	%
Net interest margin excluding loan accretion⁽⁶⁾							3.99	%							4.02	%

(1)

Loan and lease balances are net of deferred origination fees and costs and initial indirect costs. Non-accrual loans and leases are included in total loan and lease balances.

(2)

Interest income and rates exclude the effects of a tax equivalent adjustment to adjust tax exempt investment income on tax exempt investment securities to a fully taxable basis due to immateriality.

(3)

Represents the average rate earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(4)

Represents net interest income (annualized) divided by total average earning assets.

(5)

Average balances are average daily balances.

(6)

Represents a non-GAAP financial measure. See “Reconciliation of non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure.

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The Company previously completed its acquisition of First Evanston in the second quarter of 2018. All references to this transaction in the following narrative are referred to as “the acquisition” or “our recent acquisition.”

Net interest income for the third quarter of 2018 was $52.6 million, an increase of $13.5 million, or 34.7%, from $39.1 million for the second quarter of 2018.

The increase in net interest income was primarily due to:

•

An increase of $15.4 million in interest and fees on loans and leases, primarily due to loans acquired in the acquisition and growth in loan and lease originations; and

•

An increase of $612,000 in interest income on securities, primarily due to additional purchases and securities acquired in the acquisition during the second quarter of 2018.

Partially offset by:

•

An increase of $2.2 million in interest expense on deposits, partially due to deposits assumed as a result of the acquisition, an increase in time deposits driven by promotional campaigns during the quarter, and an increase in average rates on deposits; and

•

An increase of $363,000 in interest expense on Federal Home Loan Bank advances, primarily due to an increase in average advances outstanding during the quarter.

Net interest margin for the third quarter of 2018 was 4.73%, an increase of 30 basis points compared to 4.43% for the second quarter of 2018. Total net accretion on acquired loans contributed 74 basis points to the net interest margin for the third quarter of 2018 compared to 41 basis points for the second quarter of 2018. The net interest margin increase was primarily driven by increased interest income due to an increase in earning assets as a result of the acquisition.

The average cost of total deposits was 0.64% for the third quarter of 2018, an increase of 12 basis points compared to the second quarter of 2018, primarily due to increased rates on interest bearing deposits and a full quarter of the inclusion of First Evanston deposits. Additionally, there was growth in average time deposits of $220.2 million and money market accounts of $149.1 million, partially offset by growth in average non-interest bearing demand deposits of $284.3 million.

Provision for Loan and Lease Losses

The provision for loan and lease losses was $5.8 million for the third quarter of 2018, an increase of $1.8 million compared to $4.0 million for the second quarter of 2018. The third quarter provision included allocations of $3.6 million for originated loans and leases, $2.0 million for acquired non-impaired loans, and $313,000 for acquired impaired loans. The increased provision during the third quarter of 2018 was mainly due to additional specific impairment in the unguaranteed portion of the government guaranteed portfolio and increases to the general reserve driven by originated loan and lease portfolio growth.

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Non-interest Income

The following table presents the components of non-interest income for the periods indicated:

	Three Months Ended										Nine Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,			September 30,		September 30,
(dollars in thousands)	2018		2018		2018		2017		2017			2018		2017
NON-INTEREST INCOME
Fees and service charges on deposits	$	1,825	$	1,456	$	1,312	$	1,304	$	1,418		$	4,593	$	3,985
Net servicing fees		176		459		563		704		959			1,198		2,954
ATM and interchange fees		1,781		1,141		1,218		1,498		1,495			4,140		4,342
Net gains on sales of securities available-for-sale		—		4		—		—	—				4		8
Net gains on sales of loans		5,015		9,723		7,476		9,036		7,499			22,214		24,026
Wealth management and trust income		674		192		—		—		—			866		—
Other non-interest income		1,672		1,527		859		97		547			4,058		2,104
Total non-interest income	$	11,143	$	14,502	$	11,428	$	12,639	$	11,918		$	37,073	$	37,419

Non-interest income for the third quarter of 2018 was $11.1 million, a decrease of $3.4 million compared to $14.5 million for the second quarter of 2018.

The decrease in total non-interest income was primarily due to:

•

A decrease of $4.7 million in net gains on sales of loans, primarily due to a decrease in loans sold coupled with a slight decrease in average premiums; and

•

A decrease of $283,000 in net servicing fees, primarily due to the change in fair value of the servicing asset as a result of changes to valuation assumptions on government guaranteed loans based on a higher interest rate environment and stronger economic growth.

Partially offset by:

•

An increase of $640,000 in ATM and interchange fees, primarily due to increased interchange fees resulting from a credit card vendor agreement signing bonus; and

•

An increase of $482,000 in wealth management and trust income, a new business line added as a result of the acquisition, in which the third quarter was the first full quarter of operations.

During the third quarter of 2018, the Company sold $59.6 million of government guaranteed loans compared to $95.0 million during the second quarter of 2018, contributing to the decrease in net gains on sale of loans for the quarter. The decrease in sales is primarily due to the timing of loans closed becoming fully funded, decreased premiums in the market, and the seasonality of our origination business.

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Non-interest Expense

The following table presents the components of non-interest expense for the periods indicated:

	Three Months Ended													Nine Months Ended
	September 30,			June 30		March 31,			December 31,			September 30,			September 30,		September 30,
(dollars in thousands)	2018			2018		2018			2017			2017			2018		2017
NON-INTEREST EXPENSE
Salaries and employee benefits	$	21,312		$	19,244	$	18,278		$	17,118		$	16,323		$	58,834	$	50,151
Occupancy expense, net		3,548			4,499		3,755			3,553			3,301			11,802		10,525
Equipment expense		617			558		603			663			630			1,778		1,809
Loan and lease related expenses		1,015			1,471		1,400			1,116			891			3,886		2,569
Legal, audit and other professional fees		2,358			4,418		1,851			2,658			1,608			8,627		4,369
Data processing		2,724			10,371		2,301			2,284			2,399			15,396		7,255
Net loss (gain) recognized on other real estate owned and other related expenses		(284	)		472		(1	)		(430	)		565			187		136
Regulatory assessments		675			366		241			299			326			1,282		894
Other intangible assets amortization expense		1,898			1,130		767			767			769			3,795		2,307
Advertising and promotions		537			347		249			232			196			1,133		803
Telecommunications		435			466		418			428			351			1,319		1,165
Other non-interest expense		3,121			2,428		2,057			1,670			3,706			7,606		7,182
Total non-interest expense	$	37,956		$	45,770	$	31,919		$	30,358		$	31,065		$	115,645	$	89,165

Non-interest expense for the third quarter of 2018 was $38.0 million, a decrease of $7.8 million from $45.8 million for the second quarter of 2018.

The decrease in total non-interest expense was primarily due to:

•

A decrease of $7.6 million in data processing expense, primarily due to a one-time contract termination expense incurred during the second quarter related to the Bank’s upcoming core system conversion;

•

A decrease of $2.1 million in legal, audit and other professional fees, primarily due to professional services previously incurred related to the acquisition and system conversion; and

•

A decrease of $756,000 in net loss (gain) recognized on other real estate owned and other related expenses, primarily due to net gains recorded on two other real estate owned property sales during the quarter, compared to a net loss of $472,000 incurred during the second quarter of 2018, primarily due to net losses recorded on two property sales.

Partially offset by:

•

An increase of $2.1 million in salaries and employee benefits, primarily due to additional salary and employee benefit expenses resulting from the acquisition and incentive payments for targeted achievements; and

•

An increase of $768,000 in other intangible assets amortization expense, due to a full quarter of amortization of intangible assets as a result of the acquisition.

The Company’s efficiency ratio was 56.57% for the third quarter of 2018, compared with 83.35% for the second quarter of 2018. Approximately $9.0 million of expenses were previously recognized during the second quarter of 2018 relating to the Bank’s planned core system conversion, including consulting fees and contract termination expense. Excluding merger-related expenses, core system conversion

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expenses, and impairment charges on assets held for sale, the Company’s adjusted efficiency ratio¹ was 55.79% for the third quarter of 2018, compared with 63.48% for the second quarter of 2018.

INCOME TAXES

The Company recorded income tax expense of $5.4 million during the third quarter of 2018, an effective tax rate of 27.1%, compared to $1.1 million during the second quarter of 2018, an effective tax rate of 27.8%, an increase of $4.3 million. The increase was primarily due to the increase in net income recorded during the quarter.

STATEMENTS OF FINANCIAL CONDITION

Total assets were $4.9 billion at September 30, 2018, an increase of $112.1 million compared to $4.8 billion at June 30, 2018, and an increase of $1.6 billion compared to $3.4 billion at December 31, 2017.

The current quarter increase was primarily due to:

•

An increase in loans and leases of $107.1 million, primarily due to an increase of $261.4 million in our originated loan portfolio, partially offset by a decrease of $154.3 million in our acquired loan portfolio; and

•

An increase in securities of $33.7 million mainly due to additional purchases during the quarter, which included U.S. Treasury securities of $15.0 million and government guaranteed mortgage-backed securities of $19.9 million.

Partially offset by:

•

A decrease in due from counterparty of $11.1 million due to the timing of the settlement of loans sold at September 30, 2018; and

•

A decrease in deferred tax assets, net of $6.6 million, primarily due to utilization of net operating loss carryforwards.

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The following table shows our allocation of the originated, acquired impaired and acquired non-impaired loans and leases at the dates indicated:

	September 30, 2018					June 30, 2018					December 31, 2017
(dollars in thousands)	Amount		% of Total			Amount		% of Total			Amount		% of Total
Originated loans and leases
Commercial real estate	$	619,767		17.9	%	$	539,529		16.1	%	$	513,622		22.5	%
Residential real estate		445,717		12.9	%		413,956		12.4	%		400,571		17.6	%
Construction, land development, and other land		140,391		4.1	%		134,004		4.0	%		97,638		4.3	%
Commercial and industrial		696,750		20.2	%		556,340		16.6	%		416,499		18.3	%
Installment and other		7,729		0.2	%		4,898		0.1	%		3,724		0.2	%
Leasing financing receivables		155,825		4.5	%		156,017		4.7	%		141,329		6.2	%
Total originated loans and leases	$	2,066,179		59.8	%	$	1,804,744		53.9	%	$	1,573,383		69.1	%
Acquired impaired loans
Commercial real estate	$	154,108		4.5	%	$	162,621		4.9	%	$	166,712		7.3	%
Residential real estate		120,963		3.5	%		129,737		3.9	%		144,562		6.4	%
Construction, land development, and other land		4,203		0.1	%		4,860

Byline Bancorp, Inc. (BY) SEC Filing 8-K Material Event for the period ending Thursday, October 25, 2018

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