EX-99.1 2 osbc-20211020ex9912b8e4b.htm EX-99.1 Old Second Bancorp, Inc

Graphic

(NASDAQ: OSBC)

Exhibit 99.1

Contact:

Bradley S. Adams

For Immediate Release

Chief Financial Officer

October 20, 2021

(630) 906-5484

Old Second Reports Third Quarter Net Income of $8.4 million, or $0.29 per Diluted Share

AURORA, IL, October 20, 2021 – Old Second Bancorp, Inc. (the “Company,” “Old Second,” “we,” “us,” and “our”) (NASDAQ: OSBC), the parent company of Old Second National Bank (the “Bank”), today announced financial results for the third quarter of 2021.  Our net income was $8.4 million, or $0.29 per diluted share, for the third quarter of 2021, compared to net income of $8.8 million, or $0.30 per diluted share, for the second quarter of 2021, and net income of $10.3 million, or $0.34 per diluted share, for the third quarter of 2020. Net income for the third quarter of 2021 reflected a $1.5 million pre-tax release of provision for credit losses, compared to a $3.5 million pre-tax release in the second quarter of 2021, and a $300,000 pre-tax provision expense in the third quarter of 2020.  Residential mortgage banking revenue totaled $2.7 million in the third quarter of 2021, compared to $1.6 million in the second quarter of 2021, and $6.1 million in the third quarter of 2020.  Mortgage servicing rights (“MSRs”) experienced a mark to market loss of $282,000 during the third quarter of 2021, compared to a $1.0 million loss in the prior quarter and a $160,000 loss in the third quarter of 2020.  Net gain on sales of mortgage loans totaled $2.2 million in the third quarter of 2021, compared to $1.9 million in the second quarter of 2021, and $5.2 million in the third quarter of 2020, as mortgage origination and refinancing volumes declined in the current year. Noninterest expense included $425,000 of merger-related expenses in the third quarter of 2021 due to the pending merger with West Suburban Bancorp, Inc. and its wholly-owned subsidiary bank, which is anticipated to close in December 2021, subject to the satisfaction of customary closing conditions, including receipt of required approval by the stockholders of each company.

Operating Results

Third quarter 2021 net income was $8.4 million, reflecting a decrease in earnings of $409,000 from the second quarter of 2021, and a decrease of $1.9 million from the third quarter of 2020.  
Net interest and dividend income was $22.6 million for the third quarter of 2021, an increase of $664,000, or 3.0%, from the second quarter of 2021, and an increase of $109,000, or 0.5%, from third quarter of 2020.  
Interest and dividend income for the third quarter of 2021 was $24.8 million, an increase of $596,000 from the second quarter of 2021, but a decrease of $256,000 from the third quarter of 2020, primarily due to the reduction in market interest rates over the past year.  Interest and dividend income was favorably impacted by a large prepayment penalty recorded on one commercial credit in the third quarter of 2021, in addition to loan fees earned on forgiven Paycheck Protection Program (“PPP”) loans during the second and third quarters of 2021.  We originated 746 PPP loans totaling $136.7 million in 2020, and as of September 30, 2021, $2.4 million on seven PPP loans originated during the first round of the PPP loan program remained outstanding. During the first and second quarters of 2021, we originated $62.3 million, or 574 loans, under the second round of the PPP loan program, of which $32.3 million, or 253 loans, remain outstanding as of September 30, 2021.  Net loan interest and fee income recorded in 2021 year to date on all PPP loans totaled $2.7 million, and approximately $1.3 million of net PPP loan fees remain unearned as of September 30, 2021.
Interest expense for both the second and third quarters of 2021 totaled $2.2 million, compared to $2.5 million for the third quarter of 2020.  The $365,000 decrease in interest expense in the third quarter of 2021, compared to the third quarter of 2020, was primarily due to the reduction in market interest rates year over year, which impacted all interest bearing deposit categories.  
We recorded a $1.5 million release of provision expense in the third quarter of 2021, compared to a $3.5 million release of provision expense in the second quarter of 2021, and a $300,000 provision for credit losses in the third quarter of 2020, as the projected impact of the COVID-19 pandemic on future credit losses is currently

1


anticipated to be less than prior projections.  Our allowance for credit losses (“ACL”) on loans in the third quarter of 2021 consisted of a release of the ACL on loans of $1.5 million, as well as $236,000 of net charge-offs recorded during the quarter.  In addition, the ACL for unfunded commitments decreased by $47,000 in the third quarter of 2021, due to an updated forecast of credit line utilization rates.  
Noninterest income was $9.3 million for the third quarter of 2021, an increase of $1.4 million, or 17.9%, compared to $7.9 million for the second quarter of 2021, but a decrease of $2.3 million, or 20.1%, compared to $11.7 million for the third quarter of 2020.  The increase from the linked quarter was primarily driven by a $1.1 million increase in residential mortgage banking revenue, attributable to a $800,000 decrease in the mark to market loss on MSRs and a $300,000 increase in net gain on the sales of mortgage loans in the third quarter of 2021, compared to the prior quarter.  In addition, increases of $146,000 in service charges on deposits and $242,000 in securities gains, net, were recorded in the third quarter of 2021 compared to the linked quarter.  The decrease in noninterest income in the third quarter of 2021, compared to the third quarter of 2020, was primarily due to a $3.4 million decline in residential mortgage banking revenue, primarily due to a $3.1 million decrease in net gain on sales of mortgage loans, which was partially offset by an increase in wealth management income of $483,000, and securities gains, net, of $244,000 in the third quarter of 2021, compared to securities losses of $1,000 in the third quarter of 2020.  
Noninterest expense was $22.1 million for the third quarter of 2021, an increase of $728,000, or 3.4%, compared to $21.4 million for the second quarter of 2021, and an increase of $1.9 million, or 9.2%, from $20.3 million for the third quarter of 2020.  The increase from the linked quarter was primarily attributable to an increase in legal and professional services fees due to merger-related costs incurred of $425,000 in the third quarter of 2021, as well as an increase in occupancy, furniture and equipment expenses due to planned maintenance, and computer and data processing expense. The increase in noninterest expense in the year over year period was primarily due to salaries and employee benefits expense, occupancy, furniture and equipment expense, legal expense, card related expense and other expense.
The provision for income taxes expense was $2.9 million for the third quarter of 2021, compared to $3.2 million for the second quarter of 2021, and $3.4 million for the third quarter of 2020.  The decrease in tax expense was due to lower pre-tax income for the third quarter of 2021, compared to both the linked quarter and the year over year period, partially offset by an increase in non-deductible expenses, primarily due to merger-related costs incurred in the third quarter of 2021.  
On October 19, 2021, our Board of Directors declared a cash dividend of $0.05 per share payable on November 8, 2021, to stockholders of record as of October 29, 2021.

President and Chief Executive Officer Jim Eccher said “An improving economy and conservative positioning resulted in solid core earnings trends relative to last quarter featuring increased spread income, a stable margin and controlled expenses.  Loan growth remains a challenge in the face of low line utilization rates and tepid overall demand with continuing elevated prepayments.   The end result was flat total loan volumes relative to last quarter exclusive of PPP loan settlement activity.  Deposit inflows remain robust and resulted in a further increase in excess liquidity as evidenced by a $23.9 million increase in average cash on the balance sheet during the quarter.  We continue to deploy a portion of the excess liquidity on our balance sheet in short duration securities with yields far below the aggregate portfolio yield.  The combination of these factors largely resulted in a two basis point reported increase in our net interest margin over the linked quarter.  Our credit quality metrics and expectations have continued to improve as the Chicago area seems to be moving towards a more normalized environment and we recorded a $1.5 million reduction in the allowance for credit losses this quarter. Looking forward, I am optimistic on loan growth trends for the remainder of the year and continue to believe reported margin trends will be dominated by changes in liquidity levels on our balance sheet rather than any fundamental change in our business.  I believe Old Second remains conservatively positioned to meet the challenges that may present themselves, as our expenses remain well-controlled, our business is well-diversified, customer activity is increasing and our underwriting has remained disciplined and consistent.  I would like to thank our employees for their continued hard work in delivering a solid quarter while focusing on exceptional customer service as we move towards a more normal routine.”

Eccher continued, “In late July, we announced an agreement to acquire West Suburban Bancorp.  The pro forma company will have approximately $6.2 billion in assets, $5.3 billion in deposits and $3.4 billion in loans.  We believe the merger will significantly enhance our scale and geographic reach within the Chicago metropolitan area and will offer the potential to deliver exceptional value to the stockholders of both organizations.  We are working diligently to prepare for the closing of the transaction, including operational planning, the recent receipt of all required bank regulatory approvals and continuing investments in the expansion of our sales teams across several lending verticals.  We believe the combined company will feature a strong core deposit funding base with improved profitability and enhanced strategic positioning, including the scale to prioritize investments in technology and growth.  We are excited for the future and

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believe the combination will provide us with a tremendous opportunity to build a better bank for our stockholders, employees and the communities we serve.”

COVID-19 Update

Late in the first quarter of 2020, we began granting loan payment deferrals to certain borrowers affected by the pandemic.  For the period of April 1, 2020 through September 30, 2021, our clients had requested loan payment deferrals on 506 loans totaling $237.8 million.  As of September 30, 2021, 494 loans, representing $229.0 million outstanding, or 96.3% of the original loan balances deferred, have resumed payments or paid off.  Active payment deferrals remain on 12 loans, with $8.8 million of balances outstanding.
We are participating in the Coronavirus Aid, Relief and Economic Security Act (“CARES” Act).  During 2021, we processed 574 loan applications for PPP loans, representing a total of $62.3 million.  As of September 30, 2021, we had $2.4 million of PPP loans outstanding that were originated under the first round of the PPP loan program in 2020, and $32.3 million of PPP loans outstanding that were originated under the second round of the PPP loan program in 2021.  Early in the fourth quarter of 2020, we started to submit applications for PPP loan forgiveness to the SBA, and as of September 30, 2021, $164.3 million on 1,060 loans have been forgiven.  We anticipate receiving the remaining funds for our first round of PPP loan forgiveness from the SBA through the end of 2021, and will also continue the forgiveness process for our second round of PPP loans during the remainder of 2021 and into early 2022.

Capital Ratios

Minimum Capital

Well Capitalized

Adequacy with

Under Prompt

Capital Conservation

Corrective Action

September 30, 

June 30, 

September 30, 

Buffer, if applicable1

Provisions2

2021

2021

2020

The Company

Common equity tier 1 capital ratio

7.00

%

N/A

12.99

%

12.72

%

11.97

%

Total risk-based capital ratio

10.50

%

N/A

17.80

%

17.60

%

14.33

%

Tier 1 risk-based capital ratio

8.50

%

N/A

14.10

%

13.83

%

13.08

%

Tier 1 leverage ratio

4.00

%

N/A

9.81

%

9.68

%

10.07

%

The Bank

Common equity tier 1 capital ratio

7.00

%

6.50

%

15.65

%

15.23

%

14.24

%

Total risk-based capital ratio

10.50

%

10.00

%

16.69

%

16.33

%

15.49

%

Tier 1 risk-based capital ratio

8.50

%

8.00

%

15.65

%

15.23

%

14.24

%

Tier 1 leverage ratio

4.00

%

5.00

%

10.83

%

10.63

%

10.90

%

1 Amounts are shown inclusive of a capital conservation buffer of 2.50%. Under the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is not currently subject to the minimum capital adequacy and capital conservation buffer capital requirements at the holding company level, unless otherwise advised by the Federal Reserve (such capital requirements are applicable only at the Bank level). Although the minimum regulatory capital requirements are not applicable to the Company, we calculate these ratios for our own planning and monitoring purposes.

2 The prompt corrective action provisions are only applicable at the Bank level.

The ratios shown above exceed levels required to be considered “well capitalized.”

Asset Quality & Earning Assets

Nonperforming loans totaled $29.0 million at September 30, 2021, compared to $23.1 million at June 30, 2021, and $20.8 million at September 30, 2020.  Credit metrics reflect two large credits which totaled $7.4 million that moved to nonaccrual status in the third quarter of 2021, and management is carefully monitoring loans considered to be in a classified status.  Nonperforming loans, as a percent of total loans were 1.5% at September 30, 2021, 1.2% at June 30, 2021, and 1.0% at September 30, 2020.
OREO assets totaled $1.9 million at both September 30, 2021 and June 30, 2021, compared to $2.7 million at September 30, 2020. In the third quarter of 2021, we recorded one property sale of $37,000 net book value, one property transfer into OREO of $69,000 net book value, and a net write up of $2,000, compared to write downs of $61,000 in the second quarter of 2021 and $46,000 in the third quarter of 2020. Nonperforming

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assets, as a percent of total loans plus OREO, were 1.7% at September 30, 2021, compared to 1.3% at June 30, 2021, and 1.2% at September 30, 2020.
Total loans were $1.87 billion at September 30, 2021, reflecting a decrease of $35.4 million compared to June 30, 2021, and a decrease of $162.4 million compared to September 30, 2020.  Decreases in the linked quarter and year over year periods were primarily due to $164.3 million of PPP loan paydowns in our commercial portfolio, net of PPP loan originations of $62.3 million in 2021, as borrower liquidity is at a high level due to federal stimulus programs and there is a general lack of incentive for making capital expenditures.  Average loans (including loans held-for-sale) for the third quarter of 2021 totaled $1.89 billion, reflecting a decrease of $41.3 million from the second quarter of 2021 and a decrease of $159.3 million from the third quarter of 2020.  
Available-for-sale securities totaled $715.2 million at September 30, 2021, compared to $579.9 million at June 30, 2021, and $448.4 million at September 30, 2020.  Total securities available-for-sale increased a net $135.2 million from the linked quarter due to purchases of $73.0 million of collateralized mortgage-backed securities, $48.3 million of asset-backed securities, $39.4 million of collateralized debt obligations, and $28.3 million of taxable agencies, partially reduced by sales of $26.9 million of corporate bonds and paydowns on various securities which totaled $23.8 million. The unrealized mark to market adjustment on securities decreased by $3.3 million since June 30, 2021, and decreased by $494,000 in the year over year period due to market interest rate fluctuations.

Net Interest Income

Analysis of Average Balances,

Tax Equivalent Income / Expense and Rates

(Dollars in thousands - unaudited)

Quarters Ended

September 30, 2021

June 30, 2021

September 30, 2020

Average

Income /

Rate

Average

Income /

Rate

Average

Income /

Rate

Balance

Expense

%

Balance

Expense

%

Balance

Expense

%

Assets

Interest earning deposits with financial institutions

$

523,561

$

203

0.15

$

499,555

$

137

0.11

$

263,199

$

68

0.10

Securities:

Taxable

476,935

1,835

1.53

425,785

1,832

1.73

251,760

1,458

2.30

Non-taxable (TE)1

186,515

1,627

3.46

188,281

1,594

3.40

196,648

1,680

3.40

Total securities (TE)1

663,450

3,462

2.07

614,066

3,426

2.24

448,408

3,138

2.78

Dividends from FHLBC and FRBC

9,917

114

4.56

9,917

113

4.57

9,917

118

4.73

Loans and loans held-for-sale1, 2

1,889,696

21,358

4.48

1,930,965

20,857

4.33

2,048,968

22,078

4.29

Total interest earning assets

3,086,624

25,137

3.23

3,054,503

24,533

3.22

2,770,492

25,402

3.65

Cash and due from banks

29,760

-

-

29,985

-

-

31,354

-

-

Allowance for credit losses on loans

(28,639)

-

-

(31,024)

-

-

(31,518)

-

-

Other noninterest bearing assets

185,415

-

-

185,368

-

-

185,228

-

-

Total assets

$

3,273,160

$

3,238,832

$

2,955,556

Liabilities and Stockholders' Equity

NOW accounts

$

534,056

$

96

0.07

$

531,804

$

105

0.08

$

470,474

$

106

0.09

Money market accounts

355,651

66

0.07

330,536

59

0.07

306,763

91

0.12

Savings accounts

451,829

47

0.04

439,104

53

0.05

378,957

102

0.11

Time deposits

331,482

330

0.39

359,635

409

0.46

417,952

1,084

1.03

Interest bearing deposits

1,673,018

539

0.13

1,661,079

626

0.15

1,574,146

1,383

0.35

Securities sold under repurchase agreements

46,339

15

0.13

67,737

21

0.12

54,313

28

0.21

Other short-term borrowings

-

-

-

1

-

-

8,204

24

1.16

Junior subordinated debentures

25,773

286

4.40

25,773

284

4.42

25,773

285

4.40

Subordinated debentures

59,180

547

3.67

56,081

517

3.70

-

-

-

Senior notes

44,441

673

6.01

44,415

673

6.08

44,337

673

6.04

Notes payable and other borrowings

21,171

113

2.12

22,250

119

2.15

25,482

144

2.25

Total interest bearing liabilities

1,869,922

2,173

0.46

1,877,336

2,240

0.48

1,732,255

2,537

0.58

Noninterest bearing deposits

1,029,705

-

-

1,012,163

-

0.90

892,811

-

-

Other liabilities

53,370

-

-

36,553

-

-

39,589

-

-

Stockholders' equity

320,163

-

-

312,780

-

-

290,901

-

-

Total liabilities and stockholders' equity

$

3,273,160

$

3,238,832

$

2,955,556

Net interest income (GAAP)

$

22,618

$

21,954

$

22,509

Net interest margin (GAAP)

2.91

2.88

3.23

Net interest income (TE)1

$

22,964

$

22,293

$

22,865

Net interest margin (TE)1

2.95

2.93

3.28

Core net interest margin (TE - excluding PPP loans)1

2.85

2.91

3.34

Interest bearing liabilities to earning assets

60.58

%

61.46

%

62.53

%

4


1 Tax equivalent (TE) basis is calculated using a marginal tax rate of 21% in 2021 and 2020. See the discussion entitled “Non-GAAP Presentations” below and the table on page 18 that provides a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

2 Interest income from loans is shown on a tax equivalent basis, which is a non-GAAP financial measure as discussed in the table on page 18, and includes fees of $1.8 million, $1.3 million, and $975,000 for the third quarter of 2021, the second quarter of 2021, and the third quarter of 2020, respectively. Nonaccrual loans are included in the above stated average balances.

Net interest income (TE) was $23.0 million for the third quarter of 2021, which reflects an increase of $671,000 compared to the second quarter of 2021, and an increase of $99,000 compared to the third quarter of 2020.  The tax equivalent adjustment for the third quarter of 2021 was $346,000, compared to $339,000 for the second quarter of 2021, and $356,000 for the third quarter of 2020.  Average interest earning assets increased $32.1 million to $3.09 billion for the third quarter of 2021, compared to the second quarter of 2021, and increased $316.1 million in the third quarter of 2021, compared to the third quarter of 2020; both of these increases were primarily due to growth in interest earning deposits with financial institutions and taxable securities available-for-sale. Average loans, including loans held-for-sale, decreased $41.3 million for the third quarter of 2021, compared to the second quarter of 2021, and decreased $159.3 million compared to the third quarter of 2020.  The yields on loans for the third quarter of 2021, compared to the second quarter of 2021, increased 15 basis points, due to the continued payoff of the lower yielding PPP loans, and issuance of higher yielding loans during the quarter.  Growth in the average balance of securities for the third quarter of 2021, compared to the second quarter of 2021 and the third quarter of 2020, partially offset the decline in yields which resulted in an increase to interest income compared to the second quarter of 2021, and a decrease of $265,000 in tax-equivalent interest income from the third quarter of 2020.  The average yield on the total securities available-for-sale portfolio declined 71 basis points year over year.  The yield on average earning assets increased one basis point in the third quarter of 2021, compared to the second quarter of 2021, and decreased 42 basis points compared to the third quarter of 2020, due to a higher amount of earning assets held in interest bearing deposits with financial institutions, which had an average yield of 15 basis points in the third quarter of 2021.  The lowering of interest rates by the Federal Reserve in the first quarter of 2020 in response to the COVID-19 pandemic has resulted in the reduction of rates on many earning assets, resulting in fewer alternatives for higher-yielding investments, as well as a general market trend for depositors to hold cash in more liquid interest bearing deposit accounts.    

Total securities income (TE) was $3.5 million in the third quarter of 2021, an increase of $36,000 compared to the second quarter of 2021 and increase of $324,000 compared to the third quarter of 2020, due primarily to an increase in volumes compared to the linked quarter and the year over year period, respectively.  Security purchases totaled $189.6 million in the third quarter of 2021, which were partially offset by paydowns, calls, and maturities of $23.8 million, and sales of $26.9 million.  Our overall yield on tax equivalent municipal securities was 3.46% for the third quarter of 2021, compared to 3.40% for both the second quarter of 2021 and the third quarter of 2020.  Taxable security yields declined in the third quarter of 2021, resulting in a decrease to the overall tax equivalent yield for the total securities portfolio of 17 basis points from June 30, 2021, and 71 basis points from September 30, 2020.

Average interest bearing liabilities decreased $7.4 million in the third quarter of 2021, compared to the second quarter of 2021, primarily driven by a $21.4 million decrease in securities sold under repurchase agreements, partially offset by an $11.9 million increase in average interest bearing deposits.  Average interest bearing liabilities increased $137.7 million in the third quarter of 2021, compared to the third quarter of 2020, primarily driven by a $98.9 million increase in interest bearing deposits and a $59.2 million increase in subordinated debentures. The cost of interest bearing liabilities for the third quarter of 2021 decreased two basis points from the second quarter of 2021, and decreased twelve basis points from the third quarter of 2020. Growth in our average noninterest bearing demand deposits of $136.9 million in the year over year period has assisted us in controlling our cost of funds stemming from average interest bearing deposits and borrowings; cost of funds totaled 0.29% for the third quarter of 2021, 0.31% for the second quarter of 2021, and 0.38% for the third quarter of 2020.    

In the second quarter of 2021, we entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers pursuant to which we sold and issued $60.0 million in aggregate principal amount of our 3.50% Fixed-to-Floating Rate Subordinated Notes due April 15, 2031 (the “Notes”).  We sold the Notes to eligible purchasers in a  private offering, and the proceeds of this issuance are intended to be used for general corporate purposes, which may include, without limitation, the redemption of existing senior debt, common stock repurchases and strategic acquisitions.  The Notes bear interest at a fixed annual rate of 3.50% through April 14, 2026, payable semi-annually in arrears.  From April 15, 2026 forward, the interest rate on the Notes will generally reset quarterly to a rate equal to Three-Month Term SOFR (as defined by the Note) plus 273 basis points, payable quarterly in arrears.  The Notes have a stated

5


maturity of April 15, 2031, and are redeemable, in whole are in part, on April 15, 2026, or any interest payment date thereafter, and at any time upon the occurrence of certain events.    

Our net interest margin (GAAP) increased three basis points to 2.91% for the third quarter of 2021, compared to 2.88% for the second quarter of 2021, and decreased 32 basis points compared to 3.23% for the third quarter of 2020.  Our net interest margin (TE) increased two basis points to 2.95% for the third quarter of 2021, compared to 2.93% for the second quarter of 2021, and decreased 33 basis points compared to 3.28% for the third quarter of 2020.  Our core net interest margin (TE), a non-GAAP financial measure that excludes the impact of our PPP loans, was 2.85% for the third quarter of 2021, compared to 2.91% for the second quarter of 2021 and 3.34% for the third quarter of 2020. The reductions year over year were due primarily to the lower level of market interest rates over the majority of the past twelve months, the related rate resets on loans and securities during the past year, and the increase in liquidity on the balance sheet. See the discussion entitled “Non-GAAP Presentations” and the table on page 18 that provides a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.

Noninterest Income

3rd Quarter 2021

Noninterest Income

Three Months Ended

Percent Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2021

    

2021

    

2020

    

2021

    

2020

 

Wealth management

$

2,372

$

2,389

$

1,889

(0.7)

25.6

Service charges on deposits

1,368

1,221

1,322

12.0

3.5

Residential mortgage banking revenue

Secondary mortgage fees

240

272

492

(11.8)

(51.2)

Mortgage servicing rights mark to market (loss) gain

(282)

(1,033)

(160)

(72.7)

76.3

Mortgage servicing income

572

507

521

12.8

9.8

Net gain on sales of mortgage loans

2,186

1,895

5,246

15.4

(58.3)

Total residential mortgage banking revenue

2,716

1,641

6,099

65.5

(55.5)

Securities gains, net

244

2

(1)

N/M

N/M

Change in cash surrender value of BOLI

406

423

459

(4.0)

(11.5)

Death benefit realized on BOLI

-

-

(2)

-

(100.0)

Card related income

1,624

1,666

1,499

(2.5)

8.3

Other income

610

577

420

5.7

45.2

Total noninterest income

$

9,340

$

7,919

$

11,685

17.9

(20.1)

N/M - Not meaningful.

Noninterest income increased $1.4 million, or 17.9%, in the third quarter of 2021, compared to the second quarter of 2021, and decreased $2.3 million, or 20.1%, compared to the third quarter of 2020.  The increase from the linked quarter was primarily driven by a $1.1 million increase in residential mortgage banking revenue, attributable to a $751,000 decrease in mark to market loss on MSRs stemming from market interest rate changes and a $291,000 increase in net gain on sales of mortgage loans in the third quarter of 2021, compared to the second quarter of 2021.  In addition, increases were noted compared to the linked quarter of $242,000 in securities gains, net, and $147,000 in service charges on deposits.

The decrease in noninterest income in the third quarter of 2021, compared to the third quarter of 2020, is primarily due to a $3.4 million decrease in residential mortgage banking revenue, comprised of a $3.1 million decrease in net gain on sales of mortgage loans from the 2020 like period.  Partially offsetting this decrease was an increase in wealth management fees of $483,000 and card related income of $125,000 in the third quarter of 2021, compared to the third quarter of 2020. The increase in card related income in the third quarter of 2021, compared to both the linked quarter and prior year quarter, resulted from reductions in COVID-19-related restrictions and the resultant increase in consumer spending.  An increase of $245,000 was also noted in securities gains, net, due to securities sold in the third quarter of 2021.

6


Noninterest Expense

3rd Quarter 2021

Noninterest Expense

Three Months Ended

Percent  Change From

(Dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2021

    

2021

    

2020

    

2021

    

2020

 

Salaries

$

9,630

$

9,435

$

9,731

2.1

(1.0)

Officers incentive

1,212

1,194

968

1.5

25.2

Benefits and other

2,122

2,267

1,887

(6.4)

12.5

Total salaries and employee benefits

12,964

12,896

12,586

0.5

3.0

Occupancy, furniture and equipment expense

2,418

2,303

2,003

5.0

20.7

Computer and data processing

1,477

1,304

1,226

13.3

20.5

FDIC insurance

211

192

191

9.9

10.5

General bank insurance

301

277

281

8.7

7.1

Amortization of core deposit intangible asset

113

115

122

(1.7)

(7.4)

Advertising expense

107

95

62

12.6

72.6

Card related expense

662

626

566

5.8

17.0

Legal fees

455

135

169

237.0

169.2

Other real estate owned expense, net

25

77

125

(67.5)

(80.0)

Other expense

3,396

3,381

2,935

0.4

15.7

Total noninterest expense

$

22,129

$

21,401

$

20,266

3.4

9.2

Efficiency ratio (GAAP)1

68.73

%

68.63

%

58.27

%

Adjusted efficiency ratio (non-GAAP)2

66.46

%

67.64

%

57.47

%

1 The efficiency ratio shown in the table above is a GAAP financial measure calculated as noninterest expense, excluding amortization of core deposits and OREO expenses, divided by the sum of net interest income and total noninterest income less any BOLI death benefit recorded, net gains or losses on securities and mark to market gains or losses on MSRs.

2 The adjusted efficiency ratio shown in the table above is a non-GAAP financial measure calculated as noninterest expense, excluding amortization of core deposits and OREO expenses, divided by the sum of net interest income on a fully tax equivalent basis, total noninterest income less net gains or losses on securities and mark to market gains or losses on MSRs, and includes a tax equivalent adjustment on the change in cash surrender value of BOLI.  See the discussion entitled “Non-GAAP Presentations” below and the table on page 18 that provides a reconciliation of each non-GAAP financial measure to the most comparable GAAP equivalent.

Noninterest expense for the third quarter of 2021 increased $728,000, or 3.4%, compared to the second quarter of 2021, and increased $1.9 million, or 9.2%, compared to the third quarter of 2020.  The linked quarter increase is primarily attributable to a $173,000 increase in computer and data processing expense and a $320,000 increase in legal fees attributable to merger-related costs incurred related to our pending acquisition of West Suburban Bancorp, Inc. and its subsidiary bank.  These increases were partially offset by a $51,000 decrease in other real estate owned expense in the third quarter of 2021 compared to the linked quarter.  

The year over year increase in noninterest expense is primarily attributable to a $378,000 increase in salaries and employee benefits in the third quarter of 2021 compared to the third quarter of 2020. Officer incentive compensation increased $244,000 in the third quarter of 2021, compared to the third quarter of 2020, as incentive accruals in 2021 were at a higher rate than the prior year.  Employee benefits expense increased $235,000 in the third quarter of 2021, compared to the third quarter of 2020, due to an increase in employee insurance costs as more employees returned to more routine medical appointments, many of which were on hold during the first six months of the COVID-19 pandemic.  We also had increases in the year over year period in occupancy, furniture and equipment expense of $415,000 due to an increase in planned building repairs, an increase in computer and data processing expense of $251,000 and an increase in legal fees of $286,000, primarily due to merger–related costs incurred.  Finally, other expense increased $461,000 year over year due to primarily to growth in management and consulting fees, commercial loan non-legal expense, and company events due to our 150th anniversary celebration during the third quarter of 2021.

7


Earning Assets

September 30, 2021

Loans

As of

Percent Change From

(dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2021

    

2021

    

2020

    

2021

    

2020

 

Commercial

$

321,548

$

344,084

$

436,277

(6.5)

(26.3)

Leases

162,444

154,512

133,676

5.1

21.5

Commercial real estate - Investor

535,506

569,745

548,970

(6.0)

(2.5)

Commercial real estate - Owner occupied

330,648

318,259

335,978

3.9

(1.6)

Construction

108,690

100,544

91,856

8.1

18.3

Residential real estate - Investor

45,497

50,127

61,923

(9.2)

(26.5)

Residential real estate - Owner occupied

108,343

105,419

114,283

2.8

(5.2)

Multifamily

160,798

161,628

188,398

(0.5)

(14.6)

HELOC

69,651

72,475

85,882

(3.9)

(18.9)

HELOC - Purchased

12,370

14,436

22,312

(14.3)

(44.6)

Other1

12,447

12,137

10,772

2.6

15.5

Total loans

$

1,867,942

$

1,903,366

$

2,030,327

(1.9)

(8.0)

1 Other class includes consumer and overdrafts.

Total loans decreased by $35.4 million at September 30, 2021, compared to June 30, 2021, and decreased $162.4 million for the year over year period.  Declines were noted in the majority of loan categories, except for leases, construction and other loans in the year over year period, as borrowers have taken advantage of higher cash balances on hand to pay down or pay off their loans.  In addition, during the third quarter of 2021, $9.2 million of PPP loans originated in 2020 and $26.3 million of PPP loans originated in 2021 were forgiven.  Decreases in the year over year period in commercial loans was primarily due to PPP loans forgiven, net of originations, as well as reductions in organic commercial loans due to payoffs related to borrower liquidity.  As required by CECL, the balance (or amortized cost basis) of purchase credit deteriorated loans (“PCD” loans) are carried on a gross basis (rather than net of the associated credit loss estimate), and the expected credit losses for PCD loans are estimated and separately recognized as part of the allowance for credit losses.

September 30, 2021

Securities

As of

Percent Change From

(dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2021

    

2021

    

2020

    

2021

    

2020

Securities available-for-sale, at fair value

U.S. Treasury

$

4,070

$

4,086

$

4,134

(0.4)

(1.5)

U.S. government agencies

33,575

6,038

7,005

456.1

379.3

U.S. government agency mortgage-backed

17,818

18,939

18,219

(5.9)

(2.2)

States and political subdivisions

238,952

242,748

249,777

(1.6)

(4.3)

Corporate bonds

4,992

31,715

-

(84.3)

-

Collateralized mortgage obligations

165,414

101,912

57,013

62.3

190.1

Asset-backed securities

189,338

145,356

81,585

30.3

132.1

Collateralized loan obligations

61,029

29,154

30,688

109.3

98.9

Total securities available-for-sale

$

715,188

$

579,948

$

448,421

23.3

59.5

Our securities portfolio totaled $715.2 million as of September 30, 2021, an increase of $135.2 million from $579.9 million as of June 30, 2021, and an increase of $266.8 million from September 30, 2020. The increase in the portfolio during the third quarter of 2021, compared to the prior quarter, was driven by $189.6 million of purchases, primarily of U.S. government agencies, collateralized mortgage obligations, asset-backed securities, and collateralized loan obligations.  These increases were primarily offset by the sale of $26.9 million of corporate bonds and paydowns of $23.8 million. The increase in the securities portfolio in the year over year period was primarily due to purchases in the last twelve months to utilize our excess cash on hand. We recorded security sales of $26.9 million in the third quarter of 2021, $8.2 million in the second quarter of 2021, and no sales in the third quarter of 2020.

8


Asset Quality

September 30, 2021

Nonperforming assets

As of

Percent Change From

(dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

  

2021

  

2021

  

2020

  

2021

2020

Nonaccrual loans

$

27,520

$

22,784

$

20,076

20.8

37.1

Performing troubled debt restructured loans accruing interest

 

199

 

201

 

334

(1.0)

(40.4)

Loans past due 90 days or more and still accruing interest

 

1,233

 

136

 

422

806.6

192.2

Total nonperforming loans

 

28,952

 

23,121

 

20,832

25.2

39.0

Other real estate owned

 

1,912

 

1,877

 

2,686

1.9

(28.8)

Total nonperforming assets

$

30,864

$

24,998

$

23,518

23.5

31.2

30-89 days past due loans and still accruing interest

$

2,829

$

8,654

$

5,511

Nonaccrual loans to total loans

1.5

%

1.2

%

1.0

%

Nonperforming loans to total loans

1.5

%

1.2

%

1.0

%

Nonperforming assets to total loans plus OREO

1.7

%

1.3

%

1.2

%

Purchased credit-deteriorated loans to total loans

0.3

%

0.5

%

0.5

%

Allowance for credit losses

$

26,949

$

28,639

$

32,918

Allowance for credit losses to total loans

1.4

%

1.5

%

1.6

%

Allowance for credit losses to nonaccrual loans

97.9

%

125.7

%

164.0

%

Nonperforming loans consist of nonaccrual loans, performing troubled debt restructured loans accruing interest and loans 90 days or more past due and still accruing interest.    Our adoption of ASU 2016-13, Current Expected Credit Losses (“CECL”) on January 1, 2020, resulted in a change in the accounting for purchased credit impaired (“PCI”) loans, which are now considered purchased credit deteriorated (“PCD”) loans under CECL. PCD loans acquired in our acquisition of ABC Bank totaled $4.8 million, net of purchase accounting adjustments, at September 30, 2021.  PCD loans that meet the definition of nonperforming loans are now included in our nonperforming disclosures. Nonperforming loans to total loans was 1.5% for the third quarter of 2021, 1.2% for the second quarter of 2021, and 1.0% for the third quarter of 2020.  Nonperforming assets to total loans plus OREO was 1.7% for the third quarter of 2021, and 1.3% for second quarter of 2021 and 1.2% for the third quarter of 2020 as two large credits were moved to nonaccrual status in the third quarter of 2021.  Our allowance for credit losses to total loans was 1.4% as of September 30, 2021 and 1.6% September 30, 2020.  

The following table shows classified loans by segment, which include nonaccrual, performing troubled debt restructurings, PCD loans if the risk rating so indicates, and all other loans considered substandard, for the following periods.

September 30, 2021

Classified loans

As of

Percent Change From

(dollars in thousands)

September 30, 

June 30, 

September 30, 

June 30, 

September 30, 

    

2021

    

2021

    

2020

    

2021

    

2020

Commercial

$

467

$

482

$

5,992

(3.1)

(92.2)

Leases

4,423

3,007

3,270

47.1

35.3

Commercial real estate - Investor

8,718

5,063

5,596

72.2

55.8

Commercial real estate - Owner occupied

7,211

8,702

9,658

(17.1)

(25.3)

Construction

4,898

5,393

5,108

(9.2)

(4.1)

Residential real estate - Investor

1,154

1,082

1,526

6.7

(24.4)

Residential real estate - Owner occupied

4,508

4,578

3,836

(1.5)

17.5

Multifamily

2,327

8,477

5,833

(72.5)

(60.1)

HELOC

1,034

1,090

1,566

(5.1)

(34.0)

HELOC - Purchased

181

-

-

-

-

Other1

2

2

272

-

(99.3)

Total classified loans

$

34,923

$

37,876

$

42,657

(7.8)

(18.1)

1 Other class includes consumer and overdrafts.

The reduction in multifamily classified loans was due to the sale of multiple related credits which had a net book value of $5.9 million in the third quarter of 2021.

9


Allowance for Credit Losses on Loans and Unfunded Commitments

At September 30, 2021, our allowance for credit losses (“ACL”) on loans totaled $26.9 million, and our ACL on unfunded commitments, included in other liabilities, totaled $2.2 million.  The decrease in our ACL on loans at September 30, 2021, compared to June 30, 2021, was driven by a $1.5 million release of provision expense in the third quarter of 2021, based on updates to our loss forecasts primarily stemming from a more favorable unemployment projection and continued updates to our loss rate forecasts.  The decrease in our ACL on unfunded commitments at September 30, 2021, compared to June 30, 2021, was driven by a $47,000 release of provision expense in the third quarter of 2021 due to adjustments in our funding rate assumptions based on our analysis of the last 12 months of utilization.   Our ACL on loans to total loans was 1.4% as of September 30, 2021, compared to 1.5% as of June 30, 2021, and 1.6% at September 30, 2020.  The ACL on unfunded commitments totaled $2.2 million as of September 30, 2021 and June 30, 2021, compared to $4.0 million as of September 30, 2020.

Net Charge-off Summary

Loan Charge-offs, net of recoveries

Quarters Ended

(dollars in thousands)

September 30, 

% of

June 30, 

% of

September 30, 

% of

2021

Total 2

2021

Total 2

2020

Total 2

Commercial

$

(2)

(0.8)

$

190

292.3

$

(7)

1.9

Leases

4

1.7

28

43.1

119

(32.6)

Commercial real estate - Investor

83

35.0

(20)

(30.8)

(102)

27.9

Commercial real estate - Owner occupied

(2)

(0.8)

21

32.3

(420)

115.1

Construction

-

-

-

-

59

(16.2)

Residential real estate - Investor

(7)

(3.0)

(10)

(15.4)

(15)

4.1

Residential real estate - Owner occupied

(18)

(7.6)

(61)

(93.8)

(25)

6.8

Multifamily

183

77.2

-

-

-

-

HELOC

(28)

(11.8)

(72)

(110.8)

(52)

14.2

HELOC - Purchased

-

-

-

-

66

(18.1)

Other 1

24

10.1

(11)

(16.9)

12

(3.1)

Net charge-offs / (recoveries)

$

237

100.0

$

65

100.0

$

(365)

100.0

1 Other class includes consumer and overdrafts.

2 Represents the percentage of net charge-offs attributable to each category of loans.

Gross charge-offs for the third quarter of 2021 were $369,000, compared to $301,000 for the second quarter of 2021, and $451,000 for the third quarter of 2020.  Gross recoveries were $132,000 for the third quarter of 2021, compared to $236,000 for the second quarter of 2021 and $816,000 for the third quarter of 2020.  Continued recoveries are indicative of the ongoing aggressive efforts by management to effectively manage and resolve prior charge-offs.  

Deposits

Total deposits were $2.71 billion at September 30, 2021, an increase of $32.3 million compared to June 30, 2021, resulting from net increases in demand deposits of $9.1 million, and net increases in savings, NOW and money market accounts of $61.0 million, partially offset by decreases in time deposits of $37.7 million.  Total deposits increased $235.1 million in the year over year period driven primarily by growth in demand deposits of $148.6 million, and savings, NOW and money market accounts of $180.4 million, partially offset by a decrease in time deposits of $93.9 million.

10


Borrowings

As of September 30, 2021, we had no other short-term borrowings compared to $6.1 million as of September 30, 2020.  Due to growth in deposits, our need for short-term funding in 2021 has declined year over year.

We were indebted on senior notes totaling $44.5 million, net of deferred issuance costs, as of September 30, 2021.  We were also indebted on $25.8 million of junior subordinated debentures, net of deferred issuance costs, which is related to the trust preferred securities issued by our statutory trust subsidiary, Old Second Capital Trust II.  Subordinated debt totaled $59.2 million as of September 30, 2021, consisting of $60.0 million in principal issued on April 6, 2021, net of debt issuance cost of $800,000.  Notes payable and other borrowings totaled $20.2 million as of September 30, 2021, and is comprised of $14.0 million outstanding on a $20.0 million term note we originated to facilitate the March 2020 redemption of our trust preferred securities and related junior subordinated debentures issued by Old Second Capital Trust I, and $6.2 million of a long-term FHLBC advance acquired in our ABC Bank acquisition that matures on February 2, 2026.

Non-GAAP Presentations

Management has disclosed in this earnings release certain non-GAAP financial measures to evaluate and measure our performance, including the presentation of net interest income and net interest margin on a fully taxable equivalent basis, our efficiency ratio calculations and core net interest margin on a taxable equivalent basis. The net interest margin fully taxable equivalent is calculated by dividing net interest income on a tax equivalent basis by average earning assets for the period.  Consistent with industry practice, management has disclosed the efficiency ratio including and excluding certain items, which is discussed in the noninterest expense presentation on page 7.  Our core net interest margin on a taxable equivalent basis excludes the impact of our PPP loans.

We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons.  We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis.  We believe these measures provide investors with information regarding balance sheet profitability, and we believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures should not be considered as a substitute for GAAP financial measures, and we strongly encourage investors to review the GAAP financial measures included in this earnings release and not to place undue reliance upon any single financial measure. In addition, because non-GAAP financial measures are not standardized, it may not be possible to compare the non-GAAP financial measures presented in this earnings release with other companies’ non-GAAP financial measures having the same or similar names. The tables on page 18 provide a reconciliation of each non-GAAP financial measure to the most comparable GAAP equivalent.  

Additional Information About the Merger and Where to Find It

This communication is being made in respect of the proposed merger transaction between Old Second and West Suburban Bancorp, Inc. (“West Suburban”). In connection with the proposed merger, on October 1, 2021, Old Second filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (Registration Statement No. 333-259964) that includes the Joint Proxy Statement of Old Second and West Suburban and a Prospectus of Old Second, as well as other relevant documents regarding the proposed transaction. A definitive Joint Proxy Statement/Prospectus will also be sent to Old Second stockholders and West Suburban shareholders.

INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

This communication 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, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

11


A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about Old Second, may be obtained at the SEC’s Internet site (http://www.sec.gov). You can also obtain these documents, free of charge, from Old Second by accessing Old Second’s investor relations website, https://investors.oldsecond.com, under the heading “SEC Filings” or by directing a request to Old Second Stockholder Relations Manager, Shirley Cantrell, at Old Second Bancorp, Inc., 37 S. River St., Aurora, Illinois 60507, by calling 630-906-2303 or by sending an e-mail to scantrell@oldsecond.com.

Participants in the Solicitation

Old Second and West Suburban and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Old Second’s stockholders and West Suburban’s shareholders in connection with the proposed merger. Information regarding Old Second’s directors and executive officers is contained in Old Second’s definitive proxy statement on Schedule 14A, dated April 16, 2021 and in certain of its Current Reports on Form 8-K, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger. Free copies of these documents may be obtained as described in the preceding paragraph.

Cautionary Note Regarding Forward-Looking Statements

This earnings release and statements by our management may contain forward-looking statements within the Private Securities Litigation Reform Act of 1995.  Forward looking statements can be identified by words such  as “anticipate,” “expect,”  “intend,” “believe,” “may,” “likely,” “will,” “forecast,” “project,” “moving towards,” “looking forward,” “optimistic" or other statements that indicate future periods.  Examples of forward-looking statements include, but are not limited to, statements regarding the economic outlook, our expectations regarding future loan growth, trends in our net interest margin, the adequacy of our allowance, statements about our proposed merger with West Suburban, including the timing of the closing of the merger, and our belief that we are conservatively positioned, as well as statements regarding asset quality trends and the anticipated timing of our receipt of funds for PPP loan forgiveness. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements, (1) the strength of the United States economy in general and the strength of the local economies in which we conduct our operations may be different than expected, including, but not limited to, due to the negative impacts and disruptions resulting from the COVID-19 pandemic on the economies and communities we serve, which has had and may continue to have an adverse impact on our business, operations and performance, and could continue to have a negative impact on our credit portfolio, share price, borrowers, and on the economy as a whole, both domestically and globally; (2) the rate of delinquencies and amounts of charge-offs, the level of allowance for credit loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (3) changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, or the “CARES Act”; (4) risks related to future acquisitions, if any, including execution and integration risks; (5) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on us; (6) changes in interest rates, which may affect our net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of our assets, including our investment securities; and (7) with respect to the proposed merger with West Suburban: (a) the failure of either company to obtain stockholder approval for the proposed merger, the satisfaction of conditions to any regulatory approval, including the expiration of applicable waiting periods, or the failure of either company to satisfy any of the other closing conditions to the transaction on a timely basis or at all; (b) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (c) the occurrence of any event, change or other circumstances that causes the bank regulatory agencies to revoke their approvals of the transaction or otherwise impose conditions on such approvals that could adversely affect the combined company or the benefits of the transaction; and (d) the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where Old Second and West Suburban do business, or as a result of other unexpected factors or events.  Additional risks and uncertainties are contained in the “Risk Factors” and forward-looking statements disclosure in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in Amendment No.1 to the Form S-4 Registration Statement filed with the SEC on October 19, 2021. The inclusion of this forward-looking information should not be construed as a representation by us or any person that future events, plans, or expectations contemplated by us will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

12


Conference Call

We will host a call on Thursday, October 21, 2021, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) to discuss our third quarter 2021 financial results.  Investors may listen to our call via telephone by dialing 888-506-0062, using Entry Code 775932.  Investors should call into the dial-in number set forth above at least 10 minutes prior to the scheduled start of the call.

A replay of the call will be available until 11:00 a.m. Eastern Time (10:00 a.m. Central Time) on October 28, 2021, by dialing 877-481-4010, using Conference ID: 43105.

13


Old Second Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands)

(unaudited)

September 30, 

December 31, 

    

2021

    

2020

Assets

Cash and due from banks

$

26,705

$

24,306

Interest earning deposits with financial institutions

492,548

305,597

Cash and cash equivalents

519,253

329,903

Securities available-for-sale, at fair value

715,188

496,178

Federal Home Loan Bank Chicago ("FHLBC") and Federal Reserve Bank Chicago ("FRBC") stock

9,917

9,917

Loans held-for-sale

3,009

12,611

Loans

1,867,942

2,034,851

Less: allowance for credit losses on loans

26,949

33,855

Net loans

1,840,993

2,000,996

Premises and equipment, net

44,120

45,477

Other real estate owned

1,912

2,474

Mortgage servicing rights, at fair value

5,320

4,224

Goodwill and core deposit intangible

20,433

20,781

Bank-owned life insurance ("BOLI")

64,265

63,102

Deferred tax assets, net

7,335

8,121

Other assets

43,387

47,053

Total assets

$

3,275,132

$

3,040,837

Liabilities

Deposits:

Noninterest bearing demand

$

1,037,638

$

909,505

Interest bearing:

Savings, NOW, and money market

1,366,138

1,202,134

Time

310,553

425,434

Total deposits

2,714,329

2,537,073

Securities sold under repurchase agreements

42,962

66,980

Junior subordinated debentures

25,773

25,773

Subordinated debentures

59,190

-

Senior notes

44,454

44,375

Notes payable and other borrowings

20,155

23,393

Other liabilities

47,037

36,156

Total liabilities

2,953,900

2,733,750

Stockholders’ Equity

Common stock

34,957

34,957

Additional paid-in capital

121,074

122,212

Retained earnings

262,513

236,579

Accumulated other comprehensive income

12,249

14,762

Treasury stock

(109,561)

(101,423)

Total stockholders’ equity

321,232

307,087

Total liabilities and stockholders’ equity

$

3,275,132

$

3,040,837

14


Old Second Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

(In thousands, except share data)

(unaudited)

(unaudited)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2021

    

2020

    

2021

    

2020

    

Interest and dividend income

Loans, including fees

$

21,315

$

21,980

$

64,337

$

67,924

Loans held-for-sale

39

95

132

241

Securities:

Taxable

1,835

1,458

5,282

5,315

Tax exempt

1,285

1,327

3,851

4,178

Dividends from FHLBC and FRBC stock

114

118

342

366

Interest bearing deposits with financial institutions

203

68

432

185

Total interest and dividend income

24,791

25,046

74,376

78,209

Interest expense

Savings, NOW, and money market deposits

209

299

667

1,319

Time deposits

330

1,084

1,239

4,292

Securities sold under repurchase agreements

15

28

67

167

Other short-term borrowings

-

24

-

167

Junior subordinated debentures

286

285

850

1,932

Subordinated debentures

547

673

1,064

2,019

Senior notes

673

-

2,019

-

Notes payable and other borrowings

113

144

355

439

Total interest expense

2,173

2,537

6,261

10,335

Net interest and dividend income

22,618

22,509

68,115

67,874

(Release of) provision for credit losses

(1,500)

300

(8,000)

10,413

Net interest and dividend income after (release of) provision for credit losses

24,118

22,209

76,115

57,461

Noninterest income

Wealth management

2,372

1,889

6,912

5,793

Service charges on deposits

1,368

1,322

3,784

4,168

Secondary mortgage fees

240

492

834

1,267

Mortgage servicing rights mark to market loss

(282)

(160)

(202)

(2,739)

Mortgage servicing income

572

521

1,646

1,447

Net gain on sales of mortgage loans

2,186

5,246

7,802

12,123

Securities gains (losses), net

244

(1)

246

(25)

Change in cash surrender value of BOLI

406

459

1,163

942

Death benefit realized on BOLI

-

(2)

-

57

Card related income

1,624

1,499

4,737

4,097

Other income

610

420

1,637

1,592

Total noninterest income

9,340

11,685

28,559

28,722

Noninterest expense

Salaries and employee benefits

12,964

12,586

39,366

36,846

Occupancy, furniture and equipment

2,418

2,003

7,188

6,239

Computer and data processing

1,477

1,226

4,079

3,808

FDIC insurance

211

191

604

403

General bank insurance

301

281

854

764

Amortization of core deposit intangible

113

122

348

374

Advertising expense

107

62

262

228

Card related expense

662

566

1,881

1,612

Legal fees

455

169

645

476

Other real estate expense, net

25

125

138

505

Other expense

3,396

2,935

9,903

8,909

Total noninterest expense

22,129

20,266

65,268

60,164

Income before income taxes

11,329

13,628

39,406

26,019

Provision for income taxes

2,917

3,363

10,295

6,221

Net income

$

8,412

$

10,265

$

29,111

$

19,798

Basic earnings per share

$

0.30

$

0.35

$

1.01

$

0.67

Diluted earnings per share

0.29

0.34

0.99

0.65

Dividends declared per share

0.05

0.01

0.11

0.03

Ending common shares outstanding

28,707,737

29,451,585

28,707,737

29,451,585

Weighted-average basic shares outstanding

28,707,737

29,559,026

28,925,612

29,708,239

Weighted-average diluted shares outstanding

29,230,280

30,102,301

29,458,806

30,261,721

15


Old Second Bancorp, Inc. and Subsidiaries

Quarterly Consolidated Average Balance

(In thousands, unaudited)

2020

2021

Assets

    

1st Qtr

    

2nd Qtr

    

3rd Qtr

    

4th Qtr

    

1st Qtr

2nd Qtr

3rd Qtr

Cash and due from banks

$

32,549

$

30,594

$

31,354

$

30,086

$

28,461

$

29,985

$

29,760

Interest earning deposits with financial institutions

27,989

153,532

263,199

275,087

359,576

499,555

523,561

Cash and cash equivalents

60,538

184,126

294,553

305,173

388,037

529,540

553,321

Securities available-for-sale, at fair value

475,718

452,708

448,408

481,948

532,230

614,066

663,450

FHLBC and FRBC stock

9,917

9,917

9,917

9,917

9,917

9,917

9,917

Loans held-for-sale

3,623

13,978

13,384

9,503

8,616

4,860

4,908

Loans

1,941,760

2,038,082

2,035,584

2,023,238

2,006,157

1,926,105

1,884,788

Less: allowance for credit losses on loans

23,507

30,747

31,518

33,255

34,540

31,024

28,639

Net loans

1,918,253

2,007,335

2,004,066

1,989,983

1,971,617

1,895,081

1,856,149

Premises and equipment, net

44,613

44,658

44,802

45,382

45,378

44,847

44,451

Other real estate owned

5,127

5,040

3,087

2,653

2,213

2,053

1,930

Mortgage servicing rights, at fair value

5,053

4,451

4,645

4,717

4,814

5,499

5,020

Goodwill and core deposit intangible

21,208

21,084

20,960

20,838

20,719

20,602

20,487

Bank-owned life insurance ("BOLI")

61,873

61,790

61,897

62,499

63,259

63,633

64,008

Deferred tax assets, net

9,682

13,511

12,051

9,189

8,228

7,782

6,487

Other assets

25,156

36,771

37,786

47,143

42,877

40,952

43,032

Total other assets

172,712

187,305

185,228

192,421

187,488

185,368

185,415

Total assets

$

2,640,761

$

2,855,369

$

2,955,556

$

2,988,945

$

3,097,905

$

3,238,832

$

3,273,160

Liabilities

Deposits:

Noninterest bearing demand

$

676,755

$

854,324

$

892,811

$

903,383

$

937,039

$

1,012,163

$

1,029,705

Interest bearing:

Savings, NOW, and money market

1,025,511

1,097,003

1,156,194

1,184,154

1,237,177

1,301,444

1,341,536

Time

448,763

439,735

417,952

393,297

399,310

359,635

331,482

Total deposits

2,151,029

2,391,062

2,466,957

2,480,834

2,573,526

2,673,242

2,702,723

Securities sold under repurchase agreements

47,825

45,882

54,313

67,059

82,475

67,737

46,339

Other short-term borrowings

23,069

8,396

8,204

5,448

-

1

-

Junior subordinated debentures

47,200

25,773

25,773

25,773

25,773

25,773

25,773

Subordinated debentures

-

-

-

-

-

56,081

59,180

Senior notes

44,284

44,310

44,337

44,363

44,389

44,415

44,441

Notes payable and other borrowings

14,762

26,551

25,482

24,407

23,330

22,250

21,171

Other liabilities

28,490

39,613

39,589

39,281

37,801

36,553

53,370

Total liabilities

2,356,659

2,581,587

2,664,655

2,687,165

2,787,294

2,926,052

2,952,997

Stockholders' equity

Common stock

34,900

34,957

34,957

34,957

34,957

34,957

34,958

Additional paid-in capital

120,829

121,253

121,643

122,045

121,578

120,359

120,857

Retained earnings

215,467

216,183

224,405

233,920

242,201

251,134

258,944

Accumulated other comprehensive income

9,131

219

9,305

11,900

14,496

13,971

14,965

Treasury stock

(96,225)

(98,830)

(99,409)

(101,042)

(102,621)

(107,641)

(109,561)

Total stockholders' equity

284,102

273,782

290,901

301,780

310,611

312,780

320,163

Total liabilities and stockholders' equity

$

2,640,761

$

2,855,369

$

2,955,556

$

2,988,945

$

3,097,905

$

3,238,832

$

3,273,160

Total Earning Assets

$

2,459,007

$

2,668,217

$

2,770,492

$

2,799,693

$

2,916,496

$

3,054,503

$

3,086,624

Total Interest Bearing Liabilities

1,651,414

1,687,650

1,732,255

1,744,501

1,812,454

1,877,336

1,869,922

16


Old Second Bancorp, Inc. and Subsidiaries

Quarterly Consolidated Statements of Income

(In thousands, except per share data, unaudited)

2020

2021

    

1st Qtr

    

2nd Qtr

    

3rd Qtr

    

4th Qtr

    

1st Qtr

    

2nd Qtr

    

3rd Qtr

Interest and Dividend Income

Loans, including fees

$

23,597

$

22,347

$

21,980

$

22,999

$

22,207

$

20,815

$

21,315

Loans held-for-sale

36

110

95

65

55

38

39

Securities:

Taxable

2,163

1,694

1,458

1,458

1,615

1,832

1,835

Tax exempt

1,455

1,396

1,327

1,293

1,307

1,259

1,285

Dividends from FHLB and FRBC stock

125

123

118

118

115

113

114

Interest bearing deposits with financial institutions

75

42

68

73

92

137

203

Total interest and dividend income

27,451

25,712

25,046

26,006

25,391

24,194

24,791

Interest Expense

Savings, NOW, and money market deposits

635

385

299

250

241

217

209

Time deposits

1,766

1,442

1,084

741

500

409

330

Securities sold under repurchase agreements

116

23

28

35

31

21

15

Other short-term borrowings

109

34

24

12

-

-

-

Junior subordinated debentures

1,364

283

285

283

280

284

286

Subordinated debentures

-

-

517

547

Senior notes

673

673

673

673

673

673

673

Notes payable and other borrowings

130

165

144

135

123

119

113

Total interest expense

4,793

3,005

2,537

2,129

1,848

2,240

2,173

Net interest and dividend income

22,658

22,707

22,509

23,877

23,543

21,954

22,618

Provision for (release of) credit losses

7,984

2,129

300

-

(3,000)

(3,500)

(1,500)

Net interest and dividend income after provision for (release of) credit losses

14,674

20,578

22,209

23,877

26,543

25,454

24,118

Noninterest Income

Wealth management

1,906

1,998

1,889

2,112

2,151

2,389

2,372

Service charges on deposits

1,726

1,120

1,322

1,344

1,195

1,221

1,368

Secondary mortgage fees

270

505

492

387

322

272

240

Mortgage servicing rights mark to market (loss) gain

(2,134)

(445)

(160)

(1,260)

1,113

(1,033)

(282)

Mortgage servicing income

468

458

521

503

567

507

572

Net gain on sales of mortgage loans

2,246

4,631

5,246

3,396

3,721

1,895

2,186

Securities (losses) gains, net

(24)

-

(1)

-

-

2

244

Change in cash surrender value of BOLI

(49)

532

459

291

334

423

406

Death benefit realized on BOLI

-

59

(2)

-

-

-

-

Card related income

1,287

1,311

1,499

1,435

1,447

1,666

1,624

Other income

626

526

420

577

450

577

610

Total noninterest income

6,322

10,695

11,685

8,785

11,300

7,919

9,340

Noninterest Expense

Salaries and employee benefits

12,918

11,342

12,586

12,701

13,506

12,896

12,964

Occupancy, furniture and equipment

2,301

1,935

2,003

2,259

2,467

2,303

2,418

Computer and data processing

1,335

1,247

1,226

1,335

1,298

1,304

1,477

FDIC insurance

57

155

191

194

201

192

211

General bank insurance

246

237

281

266

276

277

301

Amortization of core deposit intangible

128

124

122

120

120

115

113

Advertising expense

109

57

62

70

60

95

107

Card related expense

532

514

566

583

593

626

662

Legal fees

131

176

169

285

55

135

455

Other real estate expense, net

237

143

125

146

36

77

25

Other expense

3,008

2,966

2,935

3,294

3,126

3,381

3,396

Total noninterest expense

21,002

18,896

20,266

21,253

21,738

21,401

22,129

(Loss) income before income taxes

(6)

12,377

13,628

11,409

16,105

11,972

11,329

(Benefit from) provision for income taxes

(281)

3,139

3,363

3,362

4,226

3,152

2,917

Net income

$

275

$

9,238

$

10,265

$

8,047

$

11,879

$

8,820

$

8,412

Basic earnings per share

$

0.01

$

0.31

$

0.35

$

0.27

$

0.41

$

0.30

$

0.30

Diluted earnings per share

0.01

0.31

0.34

0.27

0.40

0.30

0.29

Dividends paid per share

0.01

0.01

0.01

0.01

0.01

0.05

0.05

17


Reconciliation of Non-GAAP Financial Measures

The tables below provide a reconciliation of each non-GAAP financial measure to the most comparable GAAP measure for the periods indicated. Dollar amounts below in thousands:

Quarters Ended

Nine Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

    

2021

    

2021

2020

    

2021

2020

Net Interest Margin

Interest income (GAAP)

$

24,791

$

24,194

$

25,046

$

74,376

$

78,209

Taxable-equivalent adjustment:

Loans

4

4

3

11

9

Securities

342

335

353

1,024

1,111

Interest income (TE)

25,137

24,533

25,402

75,411

79,329

Interest expense (GAAP)

2,173

2,240

2,537

6,261

10,335

Net interest income (TE)

$

22,964

$

22,293

$

22,865

$

69,150

$

68,994

Paycheck Protection Program ("PPP") loan - interest and net fee income

1,138

832

736

2,711

1,339

Net interest income (TE) - excluding PPP loans

$

21,826

$

21,461

$

22,129

$

66,439

67,655

Net interest income (GAAP)

$

22,618

$

21,954

$

22,509

$

68,115

$

67,874

Average interest earning assets

$

3,086,624

$

3,054,503

$

2,770,492

$

3,019,831

$

2,633,075

Average PPP loans

$

53,562

$

91,948

136,281

$

78,288

77,302

Average interest earning assets, excluding PPP loans

$

3,033,062

$

2,962,555

$

2,634,211

$

2,941,543

2,555,773

Net interest margin (GAAP)

2.91

%

2.88

%

3.23

%

3.02

%

3.44

%

Net interest margin (TE)

2.95

%

2.93

%

3.28

%

3.06

%

3.50

%

Core net interest margin (TE - excluding PPP loans)

2.85

%

2.91

%

3.34

%

3.02

%

3.54

%

GAAP

Non-GAAP

Three Months Ended

Three Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

June 30, 

September 30, 

2021

2021

2020

2021

2021

2020

Efficiency Ratio / Adjusted Efficiency Ratio

Noninterest expense

$

22,129

$

21,401

$

20,266

$

22,129

$

21,401

$

20,266

Less amortization of core deposit

113

115

122

113

115

122

Less other real estate expense, net

25

77

125

25

77

125

Less merger related costs

N/A

N/A

N/A

425

-

-

Noninterest expense less adjustments

$

21,991

$

21,209

$

20,019

$

21,566

$

21,209

$

20,019

Net interest income

$

22,618

$

21,954

$

22,509

$

22,618

$

21,954

$

22,509

Taxable-equivalent adjustment:

Loans

N/A

N/A

N/A

4

4

3

Securities

N/A

N/A

N/A

342

335

353

Net interest income including adjustments

22,618

21,954

22,509

22,964

22,293

22,865

Noninterest income

9,340

7,919

11,685

9,340

7,919

11,685

Less death benefit related to BOLI

-

-

(2)

-

-

(2)

Less securities gains, net

244

2

(1)

244

2

(1)

Less MSRs mark to market losses

(282)

(1,033)

(160)

(282)

(1,033)

(160)

Taxable-equivalent adjustment:

Change in cash surrender value of BOLI

N/A

N/A

N/A

108

112

122

Noninterest income (less) / including adjustments

9,378

8,950

11,848

9,486

9,062

11,970

18


Net interest income including adjustments plus noninterest income (less) / including adjustments

$

31,996

$

30,904

$

34,357

$

32,450

$

31,355

$

34,835

Efficiency ratio / Adjusted efficiency ratio

68.73

%

68.63

%

58.27

%

66.46

%

67.64

%

57.47

%

19