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Byline Bancorp (BY)

Filed: 10 May 18, 9:24pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number 001-38139

 

 

Byline Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

36-3012593

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

 

180 North LaSalle Street, Suite 300

Chicago, Illinois 60601

(Address of Principal Executive Offices)

(773) 244-7000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value, 29,460,991 shares outstanding as of May 10, 2018

 

 

 

 


BYLINE BANCORP, INC.

FORM 10-Q

March 31, 2018

INDEX

 

 

 

 

 

Page

 

 

 

 

 

PART I.

 

FINANCIAL INFORMATION

 

3

Item 1.

 

Financial Statements. The Interim Condensed Consolidated Financial Statements of Byline Bancorp, Inc. filed as part of the report are as follows:

 

3

 

 

Consolidated Statements of Financial Condition at March 31, 2018 (unaudited) and
December 31, 2017

 

3

 

 

Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017 (unaudited)

 

4

 

 

Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2018 and 2017 (unaudited)

 

5

 

 

Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended
March 31, 2018 and 2017 (unaudited)

 

6

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017
(unaudited)

 

7

 

 

Notes to Unaudited Interim Condensed Consolidated Financial Statements

 

9

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

46

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

80

Item 4.

 

Controls and Procedures

 

82

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

82

Item 1A.

 

Risk Factors

 

82

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

82

Item 3.

 

Defaults Upon Senior Securities

 

82

Item 4.

 

Mine Safety Disclosures

 

82

Item 5.

 

Other Information

 

82

Item 6.

 

Exhibits

 

83

 

 

 

2


 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

 

 

(Unaudited)

 

 

 

 

 

(dollars in thousands, except share and per share data)

 

March 31, 2018

 

 

December 31, 2017

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

17,396

 

 

$

19,404

 

Interest bearing deposits with other banks

 

 

110,645

 

 

 

38,945

 

Cash and cash equivalents

 

 

128,041

 

 

 

58,349

 

Securities available-for-sale, at fair value

 

 

626,057

 

 

 

583,236

 

Securities held-to-maturity, at amortized cost (fair value

   March 31, 2018—$110,419, December 31, 2017—$117,277)

 

 

112,266

 

 

 

117,163

 

Restricted stock, at cost

 

 

17,177

 

 

 

16,343

 

Loans held for sale

 

 

8,219

 

 

 

5,212

 

Loans and leases:

 

 

 

 

 

 

 

 

Loans and leases

 

 

2,280,418

 

 

 

2,277,492

 

Allowance for loan and lease losses

 

 

(17,640

)

 

 

(16,706

)

Net loans and leases

 

 

2,262,778

 

 

 

2,260,786

 

Servicing assets, at fair value

 

 

21,615

 

 

 

21,400

 

Accrued interest receivable

 

 

6,971

 

 

 

7,670

 

Premises and equipment, net

 

 

94,014

 

 

 

95,224

 

Assets held for sale

 

 

9,030

 

 

 

9,779

 

Other real estate owned, net

 

 

10,466

 

 

 

10,626

 

Goodwill

 

 

54,562

 

 

 

54,562

 

Other intangible assets, net

 

 

15,991

 

 

 

16,756

 

Bank-owned life insurance

 

 

5,838

 

 

 

5,718

 

Deferred tax assets, net

 

 

47,371

 

 

 

47,376

 

Due from counterparty

 

 

19,987

 

 

 

39,824

 

Other assets

 

 

21,989

 

 

 

16,106

 

Total assets

 

$

3,462,372

 

 

$

3,366,130

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Non-interest bearing demand deposits

 

$

749,892

 

 

$

760,887

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

NOW, savings accounts, and money market accounts

 

 

1,018,361

 

 

 

973,685

 

Time deposits

 

 

756,294

 

 

 

708,757

 

Total deposits

 

 

2,524,547

 

 

 

2,443,329

 

Accrued interest payable

 

 

1,612

 

 

 

1,306

 

Line of credit

 

 

 

 

 

 

Federal Home Loan Bank advances

 

 

380,000

 

 

 

361,506

 

Securities sold under agreements to repurchase

 

 

27,815

 

 

 

31,187

 

Junior subordinated debentures issued to capital trusts, net

 

 

27,800

 

 

 

27,647

 

Accrued expenses and other liabilities

 

 

37,662

 

 

 

42,577

 

Total liabilities

 

 

2,999,436

 

 

 

2,907,552

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Preferred stock

 

 

10,438

 

 

 

10,438

 

Common stock, voting $0.01 par value at March 31, 2018 and December 31, 2017; 150,000,000 shares authorized at March 31, 2018 and December 31, 2017; 29,404,048 shares issued and outstanding at March 31, 2018 and 29,317,298 issued and outstanding at December 31, 2017

 

 

293

 

 

 

292

 

Additional paid-in capital

 

 

392,932

 

 

 

391,586

 

Retained earnings

 

 

68,687

 

 

 

61,349

 

Accumulated other comprehensive loss, net of tax

 

 

(9,414

)

 

 

(5,087

)

Total stockholders’ equity

 

 

462,936

 

 

 

458,578

 

Total liabilities and stockholders’ equity

 

$

3,462,372

 

 

$

3,366,130

 

 

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

3


 

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(dollars in thousands, except share and per share data)

 

2018

 

 

2017

 

INTEREST AND DIVIDEND INCOME

 

 

 

 

 

 

 

 

Interest and fees on loans and leases

 

$

33,654

 

 

$

28,396

 

Interest on taxable securities

 

 

4,055

 

 

 

3,790

 

Interest on tax-exempt securities

 

 

174

 

 

 

133

 

Other interest and dividend income

 

 

259

 

 

 

169

 

Total interest and dividend income

 

 

38,142

 

 

 

32,488

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

Deposits

 

 

2,498

 

 

 

1,483

 

Federal Home Loan Bank advances

 

 

1,358

 

 

 

660

 

Subordinated debentures and other borrowings

 

 

591

 

 

 

807

 

Total interest expense

 

 

4,447

 

 

 

2,950

 

Net interest income

 

 

33,695

 

 

 

29,538

 

PROVISION FOR LOAN AND LEASE LOSSES

 

 

5,115

 

 

 

1,891

 

Net interest income after provision for loan and lease losses

 

 

28,580

 

 

 

27,647

 

NON-INTEREST INCOME

 

 

 

 

 

 

 

 

Fees and service charges on deposits

 

 

1,312

 

 

 

1,219

 

Net servicing fees

 

 

563

 

 

 

919

 

ATM and interchange fees

 

 

1,218

 

 

 

1,348

 

Net gains on sales of securities available-for-sale

 

 

 

 

 

8

 

Net gains on sales of loans

 

 

7,476

 

 

 

8,082

 

Other non-interest income

 

 

859

 

 

 

732

 

Total non-interest income

 

 

11,428

 

 

 

12,308

 

NON-INTEREST EXPENSE

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

18,278

 

 

 

16,602

 

Occupancy expense, net

 

 

3,755

 

 

 

3,739

 

Equipment expense

 

 

603

 

 

 

563

 

Loan and lease related expenses

 

 

1,400

 

 

 

877

 

Legal, audit and other professional fees

 

 

1,851

 

 

 

1,671

 

Data processing

 

 

2,301

 

 

 

2,409

 

Net gain recognized on other real estate owned and other related expenses

 

 

(1

)

 

 

(570

)

Regulatory assessments

 

 

241

 

 

 

184

 

Other intangible assets amortization expense

 

 

767

 

 

 

769

 

Advertising and promotions

 

 

249

 

 

 

289

 

Telecommunications

 

 

418

 

 

 

418

 

Other non-interest expense

 

 

2,057

 

 

 

1,900

 

Total non-interest expense

 

 

31,919

 

 

 

28,851

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

 

8,089

 

 

 

11,104

 

PROVISION FOR INCOME TAXES

 

 

1,321

 

 

 

4,544

 

NET INCOME

 

 

6,768

 

 

 

6,560

 

Dividends on preferred shares

 

 

193

 

 

 

189

 

INCOME AVAILABLE TO COMMON STOCKHOLDERS

 

$

6,575

 

 

$

6,371

 

EARNINGS PER COMMON SHARE

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

 

$

0.26

 

Diluted

 

$

0.22

 

 

$

0.25

 

 

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

4


 

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(dollars in thousands)

 

2018

 

 

2017

 

Net income

 

$

6,768

 

 

$

6,560

 

Securities available-for-sale

 

 

 

 

 

 

 

 

Unrealized holding (losses) gains arising during the period

 

 

(8,852

)

 

 

1,020

 

Reclassification adjustments for net gains included in net income

 

 

 

 

 

(8

)

Tax effect

 

 

2,395

 

 

 

(626

)

Net of tax

 

 

(6,457

)

 

 

386

 

Cash flow hedges

 

 

 

 

 

 

 

 

Unrealized holding gains arising during the period

 

 

4,070

 

 

 

(83

)

Reclassification adjustments for (losses) gains included in net income

 

 

(61

)

 

 

54

 

Tax effect

 

 

(1,116

)

 

 

11

 

Net of tax

 

 

2,893

 

 

 

(18

)

Total other comprehensive income (loss)

 

 

(3,564

)

 

 

368

 

Comprehensive income

 

$

3,204

 

 

$

6,928

 

 

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

5


 

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2018 and 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Accumulated Other

 

 

Total

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-In

 

 

 

 

 

 

Comprehensive

 

 

Stockholders’

 

(dollars in thousands, except share data)

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Retained Earnings

 

 

Income (Loss)

 

 

Equity

 

Balance, January 1, 2017

 

 

25,441

 

 

$

25,441

 

 

 

24,616,706

 

 

$

 

 

$

313,552

 

 

$

50,933

 

 

$

(7,268

)

 

$

382,658

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,560

 

 

 

 

 

 

6,560

 

Other comprehensive income,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

368

 

 

 

368

 

Cash dividends declared on

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(189

)

 

 

 

 

 

(189

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

286

 

 

 

 

 

 

 

 

 

286

 

Balance, March 31, 2017

 

 

25,441

 

 

$

25,441

 

 

 

24,616,706

 

 

$

 

 

$

313,838

 

 

$

57,304

 

 

$

(6,900

)

 

$

389,683

 

Balance, January 1, 2018

 

 

10,438

 

 

$

10,438

 

 

 

29,317,298

 

 

$

292

 

 

$

391,586

 

 

$

61,349

 

 

$

(5,087

)

 

$

458,578

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,768

 

 

 

 

 

 

6,768

 

Other comprehensive loss,

   net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,564

)

 

 

(3,564

)

Issuance of common stock upon

   exercise of stock options

 

 

 

 

 

 

 

 

86,750

 

 

 

1

 

 

 

1,004

 

 

 

 

 

 

 

 

 

1,005

 

Reclassification of certain income

   tax effects from accumulated

   other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

763

 

 

 

(763

)

 

 

 

Cash dividends declared on

   preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(193

)

 

 

 

 

 

(193

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

342

 

 

 

 

 

 

 

 

 

342

 

Balance, March 31, 2018

 

 

10,438

 

 

$

10,438

 

 

 

29,404,048

 

 

$

293

 

 

$

392,932

 

 

$

68,687

 

 

$

(9,414

)

 

$

462,936

 

 

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

6


 

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2018 and 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

March 31,

 

(dollars in thousands)

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net income

 

 

$

6,768

 

 

$

6,560

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

 

 

 

Provision for loan and lease losses

 

 

 

5,115

 

 

 

1,891

 

Depreciation and amortization of premises and equipment

 

 

 

1,273

 

 

 

1,298

 

Net amortization of securities

 

 

 

1,009

 

 

 

1,184

 

Net gains on sales of securities available-for-sale

 

 

 

 

 

 

(8

)

Net gains on sales of assets held for sale

 

 

 

(189

)

 

 

(162

)

Net gains on sales of loans

 

 

 

(7,476

)

 

 

(8,082

)

Originations of government guaranteed loans

 

 

 

(82,125

)

 

 

(61,918

)

Proceeds from government guaranteed loans sold

 

 

 

104,604

 

 

 

70,410

 

Accretion of premiums and discounts on acquired loans, net

 

 

 

(7,258

)

 

 

(7,955

)

Net change in servicing assets

 

 

 

(215

)

 

 

(132

)

Net valuation adjustments on other real estate owned

 

 

 

81

 

 

 

276

 

Net gains on sales of other real estate owned

 

 

 

(64

)

 

 

(1,228

)

Amortization of intangible assets

 

 

 

767

 

 

 

769

 

Amortization of time deposit premium

 

 

 

(5

)

 

 

(463

)

Amortization of Federal Home Loan Bank advances premium

 

 

 

(19

)

 

 

(52

)

Accretion of junior subordinated debentures discount

 

 

 

153

 

 

 

204

 

Share-based compensation expense

 

 

 

342

 

 

 

286

 

Deferred tax provision

 

 

 

1,284

 

 

 

4,220

 

Increase in cash surrender value of bank owned life insurance

 

 

 

(120

)

 

 

(119

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Accrued interest receivable

 

 

 

673

 

 

 

(666

)

Other assets

 

 

 

622

 

 

 

739

 

Accrued interest payable

 

 

 

306

 

 

 

(534

)

Accrued expenses and other liabilities

 

 

 

4,944

 

 

 

(1,418

)

Net cash provided by operating activities

 

 

 

30,470

 

 

 

5,100

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchases of securities available-for-sale

 

 

 

(72,646

)

 

 

(745

)

Proceeds from maturities and calls of securities available-for-sale

 

 

 

5,430

 

 

 

1,182

 

Proceeds from paydowns of securities available-for-sale

 

 

 

14,691

 

 

 

17,718

 

Proceeds from sales of securities available-for-sale

 

 

 

 

 

 

8

 

Proceeds from paydowns of securities held-to-maturity

 

 

 

4,050

 

 

 

5,337

 

Purchases of Federal Home Loan Bank stock

 

 

 

(6,282

)

 

 

(2,610

)

Federal Home Loan Bank stock repurchases

 

 

 

5,448

 

 

 

8,100

 

Proceeds from other loans sold

 

 

 

 

 

 

9,984

 

Net change in loans and leases

 

 

 

(10,723

)

 

 

(9,412

)

Purchases of premises and equipment

 

 

 

(63

)

 

 

(797

)

Proceeds from sales of assets held for sale

 

 

 

954

 

 

 

2,752

 

Proceeds from sales of other real estate owned

 

 

 

1,187

 

 

 

5,157

 

Net cash (used in) provided by investing activities

 

 

 

(57,954

)

 

 

36,674

 

 

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

7


 

BYLINE BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Three Months Ended March 31, 2018 and 2017

(Unaudited)

 

 

 

 

 

 

 

 

 

March 31,

 

(dollars in thousands)

 

 

2018

 

 

2017

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

$

81,223

 

 

$

85,908

 

Proceeds from Federal Home Loan Bank advances

 

 

 

1,589,900

 

 

 

825,000

 

Repayments of Federal Home Loan Bank advances

 

 

 

(1,571,387

)

 

 

(929,000

)

Repayments of line of credit

 

 

 

 

 

 

(2,500

)

Net (decrease) increase in securities sold under agreements to repurchase

 

 

 

(3,372

)

 

 

14,691

 

Dividends paid on preferred stock

 

 

 

(193

)

 

 

(189

)

Proceeds from issuance of common stock upon exercise of stock options

 

 

 

1,005

 

 

 

 

Proceeds from issuance of preferred stock

 

 

 

 

 

 

1,050

 

Net cash provided by (used in) financing activities

 

 

 

97,176

 

 

 

(5,040

)

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

 

69,692

 

 

 

36,734

 

CASH AND CASH EQUIVALENTS, beginning of period

 

 

 

58,349

 

 

 

46,533

 

CASH AND CASH EQUIVALENTS, end of period

 

 

$

128,041

 

 

$

83,267

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

 

$

4,012

 

 

$

3,795

 

Cash payments during the period for taxes

 

 

$

63

 

 

$

832

 

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND

   FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Change in fair value of available-for-sale securities, net of tax

 

 

$

(6,457

)

 

$

386

 

Change in fair value of cash flow hedges, net of tax

 

 

$

2,893

 

 

$

(18

)

Delayed payments of mortgage-backed securities

 

 

$

726

 

 

$

372

 

Change in due to broker

 

 

$

9,838

 

 

$

(9,978

)

Transfers of loans to loans held for sale

 

 

$

 

 

$

10,061

 

Transfers of loans to other real estate owned

 

 

$

1,044

 

 

$

808

 

Transfers of land and premises to assets held for sale

 

 

$

 

 

$

1,508

 

Transfers of premises and equipment to other assets

 

 

$

 

 

$

502

 

Transfers of other assets to assets held for sale

 

 

$

16

 

 

$

 

 

See accompanying Notes to Unaudited Interim Condensed Consolidated Financial Statements.

 


8


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

Note 1—Basis of Presentation

These unaudited interim condensed consolidated financial statements include the accounts of Byline Bancorp, Inc., a Delaware corporation (the “Company,” “we,” “us,” “our”), a bank holding company whose principal activity is the ownership and management of its Illinois state chartered subsidiary bank, Byline Bank (the “Bank”), based in Chicago, Illinois.

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). In preparing these financial statements, the Company has evaluated events and transactions subsequent to March 31, 2018 for potential recognition or disclosure. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Consolidated Financial Statements for the years ended December 31, 2017, 2016, and 2015.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 855, “Subsequent Events,” the Company’s management has evaluated subsequent events for potential recognition or disclosure through the date of the issuance of these consolidated financial statements. No subsequent events were identified that would have required a change to the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not result in any changes to previously reported net income or stockholders’ equity.

During the three months ended March 31, 2018, we revised our previously issued 2017 consolidated financial statements to properly record a deferred tax liability associated with the bad debt recapture assumed from the acquisition of Ridgestone Financial Services, Inc. (“Ridgestone”) and its subsidiaries on October 14, 2016. The acquisition of Ridgestone was accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities involves significant judgment regarding methods and assumptions used to calculate estimated fair values. The fair value adjustments associated with this transaction were finalized during the fourth quarter of 2017.

We evaluated the effect of the error to our previously issued consolidated financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 99 and No. 108,  and, based upon quantitative and qualitative factors, determined that the error was not material to our previously issued consolidated financial statements. Accordingly, we have reflected the change in 2017 and revised our Consolidated Statements of Financial Condition disclosed herein. Consolidated financial statements for periods not presented herein will be revised, as applicable, as they are included in future filings.

All financial information presented in the accompanying notes to these consolidated financial statements was revised to reflect the change. The change did not affect net income or stockholders’ equity for the periods impacted.


9


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following table presents the effect of the aforementioned revisions to our Consolidated Statements of Financial Condition as of December 31, 2017:

 

 

December 31, 2017

 

 

 

(dollars in thousands)

 

 

 

As Reported

 

 

Adjustment

 

 

As Revised

 

Goodwill

 

$

51,975

 

 

$

2,587

 

 

$

54,562

 

Deferred tax assets, net

 

 

49,963

 

 

 

(2,587

)

 

 

47,376

 

Total assets

 

 

3,366,130

 

 

 

 

 

 

3,366,130

 

 

Note 2—Recently Issued Accounting Pronouncements

The following reflect recent accounting pronouncements that have been adopted or are pending adoption by the Company. As the Company qualifies as an emerging growth company and has elected the extended transition period for complying with new or revised accounting pronouncements, it is not subject to new or revised accounting standards applicable to public companies during the extended transition period. The accounting pronouncements pending adoption below reflect effective dates for the Company as an emerging growth company with the extended transition period.

Revenue from Contracts with Customers In May 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, deferred by ASU No. 2015-14 and clarifying standards, Revenue from Contracts with Customers, which creates Topics 606 and 610 and supersedes Topic 605, Revenue Recognition. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Under the terms of ASU No. 2015-14 the standard is effective for interim and annual periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company is currently evaluating the provisions of ASU No. 2014-09 to determine the potential impact the standard will have on the Company’s Consolidated Financial Statements. As a financial institution, the Company’s largest component of revenue, interest income, is excluded from the scope of this ASU. The Company is currently evaluating which, if any, of its sources of non-interest income will be impacted by this ASU. Assuming the Company remains an emerging growth company, the Company expects to adopt this new guidance on January 1, 2019, with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant. In April 2016, FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing. The amendments in this ASU do not change the core principle of the guidance in Topic 606. Rather, the amendments in this ASU clarify the following two aspects of Topic 606: (1) identifying performance obligations and (2) licensing implementation guidance, while retaining the related principles for those areas. The amendments in this ASU affect the guidance in ASU 2014-09, discussed above, which is not yet effective. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition requirements in Topic 606, Revenues from Contracts with Customers. The Company is evaluating the provisions of this ASU in conjunction with ASU No. 2014-09 to determine the potential impact Topic 606 and its amendments will have on the Company’s Consolidated Financial Statements.

In May 2016, FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, amending ASC Topic 606, Revenue from Contracts with Customers. The amendments in this ASU do not change the core principle of the guidance in Topic 606. Rather, the amendments in this ASU affect only several narrow aspects of Topic 606. The amendments in this ASU affect the guidance in ASU 2014-09, discussed above, which is not yet effective. The effective date and transition requirements for the amendments in this ASU are the same as the effective date and transition requirements in Topic 606. The Company is evaluating the provisions of this ASU in conjunction with ASU No. 2014-09 to determine the potential impact Topic 606 and its amendments will have on the Company’s Consolidated Financial Statements.

10


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

In November 2017, FASB issued ASU No. 2017-14, amending ASC Topic 606, Revenue from Contracts with Customers. The ASU amends the codification to incorporate additional previously issued guidance from the SEC. The SEC issued SAB 116 to bring existing SEC staff guidance into conformity with the FASB’s adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers. The SAB modified SAB Topic 13, Revenue Recognition. ASU 2017-14 supersedes various SEC paragraphs and amends an SEC paragraph pursuant to the issuance of SAB 116. The Company is evaluating the provisions of this ASU in conjunction with ASU No. 2014‑09 to determine the potential impact Topic 606 and its amendments will have on the Company’s Consolidated Financial Statements.

Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU require equity securities to be measured at fair value with changes in the fair value recognized through net income. The amendments allow equity investments that do not have readily determinable fair values to be remeasured at fair value under certain circumstances and require enhanced disclosures about those investments. The amendments simplify the impairment assessment of equity investments without readily determinable fair values. The amendments also eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The amendments in this ASU require separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This amendment excludes from net income gains or losses that the entity may not realize because those financial liabilities are not usually transferred or settled at their fair values before maturity. The amendments in this ASU require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the provisions of ASU No. 2016-01 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods beginning January 1, 2019 and is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

In March 2018, FASB issued ASU No. 2018-03, Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU clarifies the guidance in ASU No. 2016-01. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years beginning after June 15, 2018. The Company is currently evaluating the provisions of ASU No. 2018-03 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods beginning January 1, 2019 and is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

Leases (Topic 842) In February 2016, FASB issued ASU No. 2016-02, Leases. The amendments in this ASU require lessees to recognize the following for all leases (with the exception of short-term) at the commencement date; a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The amendments in this ASU leave lessor accounting largely unchanged, although certain targeted improvements were made to align lessor accounting with the lessee accounting model. This ASU simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the new guidance and its impact on the Company’s Consolidated Statements of Operations and Consolidated Statements of Financial Condition. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2020. The Company expects an increase in assets and liabilities as a result of recognizing additional lease contracts where the Company is a lessee.

11


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Derivatives and Hedging (Topic 815) In August 2017, FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The new authoritative guidance will be effective for reporting periods after January 1, 2019 with early adoption permitted. The Company is evaluating the new guidance and its impact on the Company’s Consolidated Statements of Operations and Consolidated Statements of Financial Condition.

Compensation—Stock Compensation (Topic 718) In March 2016, FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. FASB issued this ASU as part of its Simplification Initiative. The areas for simplification in this ASU involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Amendments in this ASU relate to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments in this ASU require recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments in this ASU related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. This ASU became effective for the Company on January 1, 2017 and did not have a material impact on the Company’s Consolidated Financial Statements.

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting. The amendments in the ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all of the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) or the modified ward is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified.  If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (3) The classification of the modified award is an equity instrument or liability instrument is the same as the classification of the original award immediately before the original award is modified.  The amendments are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for reporting periods for which financial statements have not yet been issued. The amendments should be applied prospectively to an award modified on or after the adoption date. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2019. The Company is evaluating the new guidance and its impact on the Company’s Consolidated Statements of Operations and Consolidated Statements of Financial Condition.

Financial Instruments—Credit Losses (Topic 326) In June 2016, FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU require a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information

12


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods  within those fiscal years. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2021. The Company is still evaluating the effects this ASU will have on the Company’s Consolidated Financial Statements. While the Company has not quantified the impact of this ASU, it does expect changing from the current incurred loss model to an expected loss model will result in an earlier recognition of losses.

Statement of Cash Flows (Topic 230) In August 2016, FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. There is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 and other Topics. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. Those eight issues are (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. Current GAAP either is unclear or does not include specific guidance on these eight cash flow classification issues. These amendments provide guidance for each of the eight issues, thereby reducing current and potential future diversity in practice. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2019. The Company is currently evaluating the provisions of ASU No. 2016-15 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230), Restricted Cash. The ASU will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendment is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption of the update is permitted. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2019. The Company does not expect this ASU to have a material impact on the Company’s Consolidated Financial Statements.

Income Taxes (Topic 740) In October 2016, the FASB issued ASU No. 2016-16, Income Taxes, Intra-Entity Transfers of Assets Other Than Inventory. The ASU was issued to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party; this update clarifies that an entity should recognize the income tax consequences of an intra-entity transfer of assets other than inventory when the transfer occurs. The amendment is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption of the update is permitted. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2019. The Company does not expect this ASU to have a material impact on the Company’s Consolidated Financial Statements.

Business Combinations (Topic 805) In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. The guidance clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2019. The Company does not expect a material impact of this ASU on the Company’s Consolidated Financial Statements.

Intangibles—Goodwill and Other (Topic 350) In January 2017, FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The amendments in this ASU are intended to reduce the cost and complexity of the goodwill

13


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

impairment test by eliminating step two from the impairment test. The amendments modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. Under the amendments in this ASU, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount. An impairment charge should be recognized for the amount which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments in this ASU are effective for the Company’s annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company early adopted these amendments in 2017, which did not have a material impact on the Company’s Consolidated Financial Statements.

Other Income (Subtopic 610-20) In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets.  This ASU will clarify the scope of Subtopic 610-20 and add guidance for partial sales of nonfinancial assets.   The amendments should be applied either on retrospectively to each period presented or with a modified retrospective approach.  The amendment is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019.  The Company is currently evaluating the provisions of ASU No. 2017-05 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

Nonrefundable Fees and Other Costs (Subtopic 310-20) In March 2017, FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs. The amendments in the ASU shorten the amortization period for certain callable debt securities held at a premium at the earliest call date. Under current GAAP, the Company amortizes the premium as an adjustment of yield over the contractual life of the instrument. As a result, upon exercise of a call on a callable debt security held at a premium, the unamortized premium is charged to earnings. The ASU shortens the amortization period for certain callable debt securities held at a premium and requires the premium to be amortized to the earliest call date. However, the amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for annual periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted. The Company is required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2020. The Company is currently evaluating the provisions of ASU No. 2017-08 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) In July 2017, FASB issued ASU No. 2017-11, (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Down round features are common in warrants, convertible preferred shares, and convertible debt instruments. The ASU requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. Companies that provide earnings per share (EPS) data will adjust their basic EPS calculation for the effect of the feature when triggered (i.e., when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity. The amendments are effective for annual periods beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted. Assuming the Company remains an emerging growth company, the new authoritative guidance will be effective for reporting periods after January 1, 2020. The Company is currently evaluating the provisions of ASU No. 2017‑11 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements.

Income Statement—Reporting Comprehensive Income (Topic 220) In February 2018, FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU helps organizations address certain stranded income tax effects in accumulated other comprehensive income (AOCI) resulting from the Tax Cuts and Jobs Act. The ASU provides reporting entities with an option to reclassify stranded tax effects within AOCI

14


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The ASU requires reporting entities to disclose: a description of the accounting policy for releasing income tax effects from AOCI; whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act; and information about the other income tax effects that are reclassified. The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments are effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted the new guidance on January 1, 2018. The adoption did not impact the Company’s Statements of Operations, and resulted in a reclassification of $763,000 from accumulated other comprehensive income to retained earnings.

Financial Services—Depository and Lending (Topic 942) In May 2018, FASB issued ASU No. 2018-06, Codification Improvements to Topic 942, Depository and LendingIncome Taxes. The amendments in this ASU supersede the guidance within Subtopic 942-741 that has been rescinded by the OCC and no longer relevant. A cross-reference between Subtopic 740-30, Income Taxes—Other Considerations or Special Areas, and Subtopic 942-740 is being added to the remaining guidance in Subtopic 740-30 to improve the usefulness of the codification. The amendments in this Update are effective upon issuance, as no accounting requirements are affected. The amendments in this ASU do not have a material impact on the Company’s Consolidated Financial Statements.

Note 3—Acquisition of a Business

On October 14, 2016, the Company acquired stock of Ridgestone Financial Services, Inc. (“Ridgestone”) and its subsidiaries under the terms of a definitive merger agreement (“Agreement”) dated June 9, 2016. Ridgestone operated two wholly-owned subsidiaries, Ridgestone Bank and RidgeStone Capital Trust I, and specialized in government guaranteed lending as a participant in the SBA and USDA lending programs. Ridgestone provided financial services through its two full-service banking offices in Brookfield, Wisconsin and Schaumburg, Illinois. In addition, Ridgestone had loan production offices located in Wisconsin (Green Bay and Wausau), Indiana (Indianapolis) and California (Newport Beach).

Under the terms of the Agreement, each Ridgestone common share was converted into the right to receive, at the election of the stockholder (subject to proration as outlined in the Agreement), either cash or Company common stock, or the combination of both. Total consideration included aggregate cash in the amount of $36.8 million and the issuance of 4,199,791 shares of the Company’s common stock valued at $16.25 per common share. The transaction resulted in goodwill of $28.9 million, which is nondeductible for tax purposes, as this acquisition was a nontaxable transaction. Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired and reflects related synergies expected from the combined operations. Acquisition advisory expenses related to the Ridgestone acquisition of $1.6  million are reflected in non-interest expense on the Consolidated Statements of Operations. Stock issuance costs were not material. There were no contingent assets or liabilities arising from the acquisition.

The acquisition of Ridgestone was accounted for using the acquisition method of accounting in accordance with ASC Topic 805. Assets acquired, liabilities assumed and consideration exchanged were recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities involves significant judgment regarding methods and assumptions used to calculate estimated fair values. The fair value adjustments associated with this transaction were finalized during the fourth quarter of 2017.

15


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following table presents a summary of the estimates of fair values of assets acquired and liabilities assumed as of the acquisition date:

 

Assets

 

 

 

 

Cash and cash equivalents

 

$

25,480

 

Securities available-for-sale

 

 

27,662

 

Restricted stock

 

 

931

 

Loans held for sale

 

 

15,363

 

Loans

 

 

351,820

 

Servicing assets

 

 

20,295

 

Premises and equipment

 

 

2,011

 

Other real estate owned

 

 

1,525

 

Other intangible assets

 

 

486

 

Bank-owned life insurance

 

 

2,352

 

Other assets

 

 

5,641

 

Total assets acquired

 

 

453,566

 

Liabilities

 

 

 

 

Deposits

 

 

361,370

 

Federal Home Loan Bank advances

 

 

9,773

 

Junior subordinated debentures

 

 

1,339

 

Accrued expenses and other liabilities

 

 

4,958

 

Total liabilities assumed

 

 

377,440

 

Net assets acquired

 

$

76,126

 

Consideration paid

 

 

 

 

Common stock (4,199,791 shares issued at $16.25 per

   share)

 

 

68,247

 

Cash paid

 

 

36,753

 

Total consideration paid

 

 

105,000

 

Goodwill

 

$

28,874

 

 

The following table presents the acquired non-impaired loans as of the acquisition date:  

 

Fair value

 

$

312,166

 

Gross contractual amounts receivable

 

 

450,292

 

Estimate of contractual cash flows not expected to be

   collected(1)

 

 

19,661

 

Estimate of contractual cash flows expected to be collected

 

 

430,631

 

 

(1)

Includes interest payments not expected to be collected due to loan prepayments as well as principal and interest payments not expected to be collected due to customer default.

The discount on the acquired non-impaired loans is being accreted into income over the life of the loans on an effective yield basis.  

 

The operating results of the Company include the operating results produced by the acquired assets and assumed liabilities of Ridgestone for periods from January 1, 2017 through March 31, 2017 and January 1, 2018 through March 31, 2018. Revenues and earnings of the acquired company since the acquisition date have not been disclosed as it is not practicable as Ridgestone was merged into the Company and separate financial information is not readily available.

16


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 4—Securities

The following tables summarize the amortized cost and fair values of securities available-for-sale and securities held-to-maturity as of the dates shown and the corresponding amounts of gross unrealized gains and losses:

 

March 31, 2018

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Notes

 

$

22,934

 

 

$

2

 

 

$

(195

)

 

$

22,741

 

U.S. Government agencies

 

 

64,293

 

 

 

46

 

 

 

(1,718

)

 

 

62,621

 

Obligations of states, municipalities, and political

   subdivisions

 

 

32,876

 

 

 

21

 

 

 

(749

)

 

 

32,148

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

321,957

 

 

 

 

 

 

(12,907

)

 

 

309,050

 

Non-agency

 

 

55,341

 

 

 

 

 

 

(1,067

)

 

 

54,274

 

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

76,866

 

 

 

76

 

 

 

(2,815

)

 

 

74,127

 

Non-agency

 

 

31,688

 

 

 

 

 

 

(1,344

)

 

 

30,344

 

Corporate securities

 

 

35,257

 

 

 

315

 

 

 

(209

)

 

 

35,363

 

Other securities

 

 

3,628

 

 

 

1,875

 

 

 

(114

)

 

 

5,389

 

Total

 

$

644,840

 

 

$

2,335

 

 

$

(21,118

)

 

$

626,057

 

 

March 31, 2018

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of states, municipalities, and political

   subdivisions

 

$

23,982

 

 

$

44

 

 

$

(335

)

 

$

23,691

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

49,946

 

 

 

 

 

 

(822

)

 

 

49,124

 

Non-agency

 

 

38,338

 

 

 

 

 

 

(734

)

 

 

37,604

 

Total

 

$

112,266

 

 

$

44

 

 

$

(1,891

)

 

$

110,419

 

 

 

December 31, 2017

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Notes

 

$

14,999

 

 

$

 

 

$

(136

)

 

$

14,863

 

U.S. Government agencies

 

 

54,248

 

 

 

 

 

 

(1,290

)

 

 

52,958

 

Obligations of states, municipalities, and political

   subdivisions

 

 

33,405

 

 

 

100

 

 

 

(335

)

 

 

33,170

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

315,103

 

 

 

 

 

 

(7,646

)

 

 

307,457

 

Non-agency

 

 

39,485

 

 

 

104

 

 

 

(75

)

 

 

39,514

 

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

70,964

 

 

 

45

 

 

 

(1,966

)

 

 

69,043

 

Non-agency

 

 

31,763

 

 

 

 

 

 

(792

)

 

 

30,971

 

Corporate securities

 

 

29,573

 

 

 

507

 

 

 

(104

)

 

 

29,976

 

Other securities

 

 

3,627

 

 

 

1,730

 

 

 

(73

)

 

 

5,284

 

Total

 

$

593,167

 

 

$

2,486

 

 

$

(12,417

)

 

$

583,236

 

17


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

December 31, 2017

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair

Value

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of states, municipalities, and political

   subdivisions

 

$

24,030

 

 

$

197

 

 

$

(82

)

 

$

24,145

 

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

53,731

 

 

 

79

 

 

 

(203

)

 

 

53,607

 

Non-agency

 

 

39,402

 

 

 

174

 

 

 

(51

)

 

 

39,525

 

Total

 

$

117,163

 

 

$

450

 

 

$

(336

)

 

$

117,277

 

 

The Company did not classify securities as trading during the three months ended March 31, 2018 or during 2017.

Gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2018 and December 31, 2017 are summarized as follows:

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

March 31, 2018

 

# of

Securities

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Notes

 

 

6

 

 

$

9,954

 

 

$

(12

)

 

$

9,817

 

 

$

(183

)

 

$

19,771

 

 

$

(195

)

U.S. Government agencies

 

 

9

 

 

 

989

 

 

 

(10

)

 

 

51,558

 

 

 

(1,708

)

 

 

52,547

 

 

 

(1,718

)

Obligations of states, municipalities and

   political subdivisions

 

 

36

 

 

 

22,418

 

 

 

(475

)

 

 

4,374

 

 

 

(274

)

 

 

26,792

 

 

 

(749

)

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

43

 

 

 

33,601

 

 

 

(598

)

 

 

275,450

 

 

 

(12,309

)

 

 

309,051

 

 

 

(12,907

)

Non-agency

 

 

6

 

 

 

49,937

 

 

 

(885

)

 

 

4,337

 

 

 

(182

)

 

 

54,274

 

 

 

(1,067

)

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

8

 

 

 

7,228

 

 

 

(24

)

 

 

55,306

 

 

 

(2,791

)

 

 

62,534

 

 

 

(2,815

)

Non-agency

 

 

5

 

 

 

 

 

 

 

 

 

30,344

 

 

 

(1,344

)

 

 

30,344

 

 

 

(1,344

)

Corporate securities

 

 

6

 

 

 

8,438

 

 

 

(131

)

 

 

2,434

 

 

 

(78

)

 

 

10,872

 

 

 

(209

)

Other securities

 

 

1

 

 

 

 

 

 

 

 

 

1,880

 

 

 

(114

)

 

 

1,880

 

 

 

(114

)

Total

 

 

120

 

 

$

132,565

 

 

$

(2,135

)

 

$

435,500

 

 

$

(18,983

)

 

$

568,065

 

 

$

(21,118

)

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

March 31, 2018

 

# of

Securities

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of states, municipalities, and

   political subdivisions

 

 

24

 

 

$

15,870

 

 

$

(286

)

 

$

1,539

 

 

$

(49

)

 

$

17,409

 

 

$

(335

)

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

20

 

 

 

42,065

 

 

 

(572

)

 

 

7,060

 

 

 

(250

)

 

 

49,125

 

 

 

(822

)

Non-agency

 

 

7

 

 

 

33,441

 

 

 

(591

)

 

 

4,162

 

 

 

(143

)

 

 

37,603

 

 

 

(734

)

Total

 

 

51

 

 

$

91,376

 

 

$

(1,449

)

 

$

12,761

 

 

$

(442

)

 

$

104,137

 

 

$

(1,891

)

18


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

December 31, 2017

 

# of

Securities

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Notes

 

 

5

 

 

$

4,998

 

 

$

(2

)

 

$

9,865

 

 

$

(134

)

 

$

14,863

 

 

$

(136

)

U.S. Government agencies

 

 

9

 

 

 

992

 

 

 

(7

)

 

 

51,966

 

 

 

(1,283

)

 

 

52,958

 

 

 

(1,290

)

Obligations of states, municipalities and

   political subdivisions

 

 

29

 

 

 

16,059

 

 

 

(137

)

 

 

4,453

 

 

 

(198

)

 

 

20,512

 

 

 

(335

)

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

41

 

 

 

15,441

 

 

 

(181

)

 

 

292,016

 

 

 

(7,465

)

 

 

307,457

 

 

 

(7,646

)

Non-agency

 

 

1

 

 

 

 

 

 

 

 

 

4,565

 

 

 

(75

)

 

 

4,565

 

 

 

(75

)

Commercial mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

7

 

 

 

 

 

 

 

 

 

57,442

 

 

 

(1,966

)

 

 

57,442

 

 

 

(1,966

)

Non-agency

 

 

5

 

 

 

 

 

 

 

 

 

30,971

 

 

 

(792

)

 

 

30,971

 

 

 

(792

)

Corporate securities

 

 

3

 

 

 

2,406

 

 

 

(80

)

 

 

2,489

 

 

 

(24

)

 

 

4,895

 

 

 

(104

)

Other securities

 

 

1

 

 

 

 

 

 

 

 

 

1,921

 

 

 

(73

)

 

 

1,921

 

 

 

(73

)

Total

 

 

101

 

 

$

39,896

 

 

$

(407

)

 

$

455,688

 

 

$

(12,010

)

 

$

495,584

 

 

$

(12,417

)

 

 

 

 

 

 

 

Less than 12 Months

 

 

12 Months or Longer

 

 

Total

 

December 31, 2017

 

# of

Securities

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

 

Fair

Value

 

 

Unrealized

Losses

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of states, municipalities, and

   political subdivisions

 

 

12

 

 

$

7,409

 

 

$

(38

)

 

$

1,548

 

 

$

(44

)

 

$

8,957

 

 

$

(82

)

Residential mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

13

 

 

 

24,344

 

 

 

(107

)

 

 

7,935

 

 

 

(96

)

 

 

32,279

 

 

 

(203

)

Non-agency

 

 

3

 

 

 

10,458

 

 

 

(10

)

 

 

4,382

 

 

 

(41

)

 

 

14,840

 

 

 

(51

)

Total

 

 

28

 

 

$

42,211

 

 

$

(155

)

 

$

13,865

 

 

$

(181

)

 

$

56,076

 

 

$

(336

)

 

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At March 31, 2018, the Company evaluated the securities which had an unrealized loss for other than temporary impairment and determined all declines in value to be temporary. There were 120 securities available-for-sale with unrealized losses at March 31, 2018. There were 51 securities held-to-maturity with unrealized losses at March 31, 2018. The Company anticipates full recovery of amortized cost with respect to these securities by maturity, or sooner, in the event of a more favorable market interest rate environment. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.

The proceeds from all sales of securities available-for-sale, and the associated gains and losses for the three months ended March 31, 2018 and 2017 are listed below:

 

 

 

For the Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

 

2017

 

Proceeds

 

$

 

 

$

8

 

Gross gains

 

 

 

 

 

8

 

Gross losses

 

 

 

 

 

 

 

There were no gains or losses reclassified from accumulated other comprehensive income (loss) into earnings for the three months ended March 31, 2018 and $8,000 for the three months ended March 31, 2017.

19


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Securities pledged at March 31, 2018 and December 31, 2017 had carrying amounts of $348.6 million and $262.5 million, respectively. At March 31, 2018 and December 31, 2017, of those pledged, the carrying amounts of securities pledged as collateral for public fund deposits were $160.3 million and $99.3 million, respectively, and for customer repurchase agreements of $32.9 million and $34.8 million, respectively. At March 31, 2018 and December 31, 2017, securities pledged for advances from the Federal Home Loan Bank were $155.5 million and $128.4 million, respectively. Other securities were pledged for purposes required or permitted by law. At March 31, 2018 and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

At March 31, 2018, the amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

 

 

 

Amortized

Cost

 

 

Fair

Value

 

Available-for-sale

 

 

 

 

 

 

 

 

Due in one year or less

 

$

5,695

 

 

$

5,689

 

Due from one to five years

 

 

88,763

 

 

 

87,589

 

Due from five to ten years

 

 

47,396

 

 

 

46,274

 

Due after ten years

 

 

14,042

 

 

 

14,013

 

Mortgage-backed securities

 

 

485,852

 

 

 

467,795

 

Other securities with no defined maturity

 

 

3,092

 

 

 

4,697

 

Total

 

$

644,840

 

 

$

626,057

 

Held-to-maturity

 

 

 

 

 

 

 

 

Due from one to five years

 

$

3,523

 

 

$

3,500

 

Due from five to ten years

 

 

11,706

 

 

 

11,523

 

Due after ten years

 

 

8,753

 

 

 

8,668

 

Mortgage-backed securities

 

 

88,284

 

 

 

86,728

 

Total

 

$

112,266

 

 

$

110,419

 

 

Note 5—Loan and Lease Receivables

Outstanding loan and lease receivables as of the dates shown were categorized as follows:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Commercial real estate

 

$

840,958

 

 

$

891,971

 

Residential real estate

 

 

568,030

 

 

 

577,123

 

Construction, land development, and other land

 

 

117,597

 

 

 

105,996

 

Commercial and industrial

 

 

569,647

 

 

 

522,254

 

Installment and other

 

 

4,082

 

 

 

4,182

 

Lease financing receivables

 

 

177,932

 

 

 

174,165

 

Total loans and leases

 

 

2,278,246

 

 

 

2,275,691

 

Net unamortized deferred fees and costs

 

 

(1,357

)

 

 

(1,720

)

Initial direct costs

 

 

3,529

 

 

 

3,521

 

Allowance for loan and lease losses

 

 

(17,640

)

 

 

(16,706

)

Net loans and leases

 

$

2,262,778

 

 

$

2,260,786

 

20


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Lease financing receivables

 

 

 

 

 

 

 

 

Net minimum lease payments

 

$

193,146

 

 

$

188,986

 

Unguaranteed residual values

 

 

1,613

 

 

 

1,644

 

Unearned income

 

 

(16,827

)

 

 

(16,465

)

Total lease financing receivables

 

 

177,932

 

 

 

174,165

 

Initial direct costs

 

 

3,529

 

 

 

3,521

 

Lease financial receivables before allowance for

   lease losses

 

$

181,461

 

 

$

177,686

 

 

Total loans and leases consist of originated loans and leases, acquired impaired loans and acquired non-impaired loans and leases. At March 31, 2018 and December 31, 2017, total loans and leases included the guaranteed amount of U.S. Government guaranteed loans of $73.2 million and $77.0 million, respectively. At March 31, 2018 and December 31, 2017, installment and other loans included overdraft deposits of $467,000 and $617,000, respectively, which were reclassified as loans. At March 31, 2018 and December 31, 2017, loans and loans held for sale pledged as security for borrowings were $530.0 million and $516.9 million, respectively.

The minimum annual lease payments for lease financing receivables as of March 31, 2018 are summarized as follows:

 

 

 

Minimum Lease

Payments

 

2018

 

$

51,913

 

2019

 

 

58,980

 

2020

 

 

42,897

 

2021

 

 

25,541

 

2022

 

 

12,131

 

Thereafter

 

 

1,684

 

Total

 

$

193,146

 

 

Originated loans and leases represent loan originations or purchases other than those from a business combination. Acquired impaired loans are loans acquired from a business combination with evidence of credit quality deterioration and are accounted for under ASC Topic 310-30. Acquired non-impaired loans and leases represent loans and leases acquired from a business combination without evidence of credit quality deterioration and are accounted for under ASC Topic 310-20. Leases and revolving loans do not qualify to be accounted for as acquired impaired loans and are accounted for under ASC Topic 310-20. The following tables summarize the balances for each respective loan and lease category as of March 31, 2018 and December 31, 2017:

 

March 31, 2018

 

Originated

 

 

Acquired

Impaired

 

 

Acquired

Non-

Impaired

 

 

Total

 

Commercial real estate

 

$

485,324

 

 

$

157,956

 

 

$

197,589

 

 

$

840,869

 

Residential real estate

 

 

397,516

 

 

 

139,858

 

 

 

30,785

 

 

 

568,159

 

Construction, land development, and other land

 

 

110,092

 

 

 

5,156

 

 

 

1,822

 

 

 

117,070

 

Commercial and industrial

 

 

470,689

 

 

 

8,055

 

 

 

89,985

 

 

 

568,729

 

Installment and other

 

 

3,645

 

 

 

449

 

 

 

36

 

 

 

4,130

 

Lease financing receivables

 

 

151,468

 

 

 

 

 

 

29,993

 

 

 

181,461

 

Total loans and leases

 

$

1,618,734

 

 

$

311,474

 

 

$

350,210

 

 

$

2,280,418

 

21


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

December 31, 2017

 

Originated

 

 

Acquired

Impaired

 

 

Acquired

Non-

Impaired

 

 

Total

 

Commercial real estate

 

$

513,622

 

 

$

166,712

 

 

$

211,359

 

 

$

891,693

 

Residential real estate

 

 

400,571

 

 

 

144,562

 

 

 

32,085

 

 

 

577,218

 

Construction, land development, and other land

 

 

97,638

 

 

 

5,946

 

 

 

1,845

 

 

 

105,429

 

Commercial and industrial

 

 

416,499

 

 

 

10,008

 

 

 

94,731

 

 

 

521,238

 

Installment and other

 

 

3,724

 

 

 

462

 

 

 

42

 

 

 

4,228

 

Lease financing receivables

 

 

141,329

 

 

 

 

 

 

36,357

 

 

 

177,686

 

Total loans and leases

 

$

1,573,383

 

 

$

327,690

 

 

$

376,419

 

 

$

2,277,492

 

 

The outstanding balance and carrying amount of all acquired impaired loans are summarized below. The balances do not include an allowance for loan and lease losses of $3.5 million and $3.9 million, at March 31, 2018 and December 31, 2017, respectively.

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Outstanding

Balance

 

 

Carrying

Value

 

 

Outstanding

Balance

 

 

Carrying

Value

 

Commercial real estate

 

$

227,322

 

 

$

157,956

 

 

$

235,898

 

 

$

166,712

 

Residential real estate

 

 

200,524

 

 

 

139,858

 

 

 

207,660

 

 

 

144,562

 

Construction, land development, and other land

 

 

13,108

 

 

 

5,156

 

 

 

13,270

 

 

 

5,946

 

Commercial and industrial

 

 

16,079

 

 

 

8,055

 

 

 

18,333

 

 

 

10,008

 

Installment and other

 

 

1,796

 

 

 

449

 

 

 

1,819

 

 

 

462

 

Total acquired impaired loans

 

$

458,829

 

 

$

311,474

 

 

$

476,980

 

 

$

327,690

 

 

The following table summarizes the changes in accretable yield for acquired impaired loans for the three months ended March 31, 2018 and 2017:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

 

2017

 

Beginning balance

 

$

36,446

 

 

$

36,868

 

Accretion to interest income

 

 

(5,691

)

 

 

(5,684

)

Reclassification from nonaccretable difference, net

 

 

8,545

 

 

 

3,560

 

Ending balance

 

$

39,300

 

 

$

34,744

 

 

Acquired non-impaired loans and leases—The unpaid principal balance and carrying value for acquired non-impaired loans and leases at March 31, 2018 and December 31, 2017 were as follows:

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Unpaid

Principal

Balance

 

 

Carrying

Value

 

 

Unpaid

Principal

Balance

 

 

Carrying

Value

 

Commercial real estate

 

$

203,539

 

 

$

197,589

 

 

$

221,710

 

 

$

211,359

 

Residential real estate

 

 

31,291

 

 

 

30,785

 

 

 

32,605

 

 

 

32,085

 

Construction, land development, and other land

 

 

1,881

 

 

 

1,822

 

 

 

1,926

 

 

 

1,845

 

Commercial and industrial

 

 

100,894

 

 

 

89,985

 

 

 

105,529

 

 

 

94,731

 

Installment and other

 

 

350

 

 

 

36

 

 

 

355

 

 

 

42

 

Lease financing receivables

 

 

31,227

 

 

 

29,993

 

 

 

37,476

 

 

 

36,357

 

Total acquired non-impaired loans and leases

 

$

369,182

 

 

$

350,210

 

 

$

399,601

 

 

$

376,419

 

 

22


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 6—Allowance for Loan and Lease Losses and Reserve for Unfunded Commitments

Loans and leases considered for inclusion in the allowance for loan and lease losses include acquired non-impaired loans and leases, those acquired impaired loans with credit deterioration after acquisition, and originated loans and leases. Although all acquired loans and leases are included in the following table, only those with credit deterioration subsequent to acquisition date are actually included in the allowance for loan and lease losses.

The following tables summarize the balance and activity within the allowance for loan and lease losses, the components of the allowance for loan and lease losses in terms of loans and leases individually and collectively evaluated for impairment, and corresponding loan and lease balances by type for the three months ended March 31, 2018 and 2017 are as follows:

 

March 31, 2018

 

Commercial

Real Estate

 

 

Residential

Real Estate

 

 

Construction,

Land

Development,

and

Other Land

 

 

Commercial

and

Industrial

 

 

Installment

and Other

 

 

Lease

Financing

Receivables

 

 

Total

 

Allowance for loan and lease losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

4,794

 

 

$

1,638

 

 

$

222

 

 

$

7,418

 

 

$

41

 

 

$

2,593

 

 

$

16,706

 

Provisions (releases)

 

 

934

 

 

 

(74

)

 

 

397

 

 

 

3,424

 

 

 

20

 

 

 

414

 

 

 

5,115

 

Charge-offs

 

 

(409

)

 

 

 

 

 

(418

)

 

 

(3,085

)

 

 

 

 

 

(510

)

 

 

(4,422

)

Recoveries

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

235

 

 

 

241

 

Ending balance

 

$

5,319

 

 

$

1,564

 

 

$

201

 

 

$

7,763

 

 

$

61

 

 

$

2,732

 

 

$

17,640

 

Ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for

   impairment

 

$

1,572

 

 

$

153

 

 

$

 

 

$

2,963

 

 

$

14

 

 

$

 

 

$

4,702

 

Collectively evaluated for

   impairment

 

 

1,827

 

 

 

1,036

 

 

 

177

 

 

 

3,626

 

 

 

11

 

 

 

2,732

 

 

 

9,409

 

Loans acquired with deteriorated

   credit quality

 

 

1,920

 

 

 

375

 

 

 

24

 

 

 

1,174

 

 

 

36

 

 

 

 

 

 

3,529

 

Total allowance for loan and lease

   losses

 

$

5,319

 

 

$

1,564

 

 

$

201

 

 

$

7,763

 

 

$

61

 

 

$

2,732

 

 

$

17,640

 

 

March 31, 2018

 

Commercial

Real Estate

 

 

Residential

Real Estate

 

 

Construction,

Land

Development,

and

Other Land

 

 

Commercial

and

Industrial

 

 

Installment

and Other

 

 

Lease

Financing

Receivables

 

 

Total

 

Loans and leases ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for

   impairment

 

$

12,375

 

 

$

2,029

 

 

$

 

 

$

12,598

 

 

$

14

 

 

$

 

 

$

27,016

 

Collectively evaluated for

   impairment

 

 

670,538

 

 

 

426,272

 

 

 

111,914

 

 

 

548,076

 

 

 

3,667

 

 

 

181,461

 

 

 

1,941,928

 

Loans acquired with deteriorated

   credit quality

 

 

157,956

 

 

 

139,858

 

 

 

5,156

 

 

 

8,055

 

 

 

449

 

 

 

 

 

 

311,474

 

Total loans and leases

 

$

840,869

 

 

$

568,159

 

 

$

117,070

 

 

$

568,729

 

 

$

4,130

 

 

$

181,461

 

 

$

2,280,418

 

23


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

March 31, 2017

 

Commercial

Real Estate

 

 

Residential

Real Estate

 

 

Construction,

Land

Development,

and

Other Land

 

 

Commercial

and

Industrial

 

 

Installment

and Other

 

 

Lease

Financing

Receivables

 

 

Total

 

Allowance for loan and lease losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

1,945

 

 

$

2,483

 

 

$

742

 

 

$

4,196

 

 

$

334

 

 

$

1,223

 

 

$

10,923

 

Provisions (releases)

 

 

340

 

 

 

1

 

 

 

(325

)

 

 

855

 

 

 

(3

)

 

 

1,023

 

 

 

1,891

 

Charge-offs

 

 

(238

)

 

 

(67

)

 

 

 

 

 

(215

)

 

 

 

 

 

(770

)

 

 

(1,290

)

Recoveries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

293

 

 

 

293

 

Ending balance

 

$

2,047

 

 

$

2,417

 

 

$

417

 

 

$

4,836

 

 

$

331

 

 

$

1,769

 

 

$

11,817

 

Ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for

   impairment

 

$

 

 

$

282

 

 

$

26

 

 

$

966

 

 

$

325

 

 

$

 

 

$

1,599

 

Collectively evaluated for

   impairment

 

 

1,622

 

 

 

1,470

 

 

 

391

 

 

 

3,210

 

 

 

5

 

 

 

1,769

 

 

 

8,467

 

Loans acquired with deteriorated

   credit quality

 

 

425

 

 

 

665

 

 

 

 

 

 

660

 

 

 

1

 

 

 

 

 

 

1,751

 

Total allowance for loan and lease

   losses

 

$

2,047

 

 

$

2,417

 

 

$

417

 

 

$

4,836

 

 

$

331

 

 

$

1,769

 

 

$

11,817

 

 

March 31, 2017

 

Commercial

Real Estate

 

 

Residential

Real Estate

 

 

Construction,

Land

Development,

and

Other Land

 

 

Commercial

and

Industrial

 

 

Installment

and Other

 

 

Lease

Financing

Receivables

 

 

Total

 

Loans and leases ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for

   impairment

 

$

9,764

 

 

$

1,262

 

 

$

85

 

 

$

3,317

 

 

$

327

 

 

$

 

 

$

14,755

 

Collectively evaluated for

   impairment

 

 

611,397

 

 

 

430,469

 

 

 

99,114

 

 

 

432,036

 

 

 

2,054

 

 

 

162,675

 

 

 

1,737,745

 

Loans acquired with deteriorated

   credit quality

 

 

201,689

 

 

 

169,676

 

 

 

6,116

 

 

 

13,114

 

 

 

439

 

 

 

 

 

 

391,034

 

Total loans and leases

 

$

822,850

 

 

$

601,407

 

 

$

105,315

 

 

$

448,467

 

 

$

2,820

 

 

$

162,675

 

 

$

2,143,534

 

 

The Company increased the allowance for loan and lease losses by $934,000 and $894,000 for the three months ended March 31, 2018 and 2017, respectively. For acquired impaired loans, the Company decreased the allowance for loan and lease losses by $345,000 for the three months ended March 31, 2018. The Company increased the allowance for loan and lease losses for acquired impaired loans by $140,000 for the three months ended March 31, 2017.

24


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following tables summarize the recorded investment, unpaid principal balance, and related allowance for loans and leases considered impaired as of March 31, 2018 and December 31, 2017, which excludes acquired impaired loans:

 

March 31, 2018

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

6,151

 

 

$

7,116

 

 

$

 

Residential real estate

 

 

1,682

 

 

 

1,653

 

 

 

 

Commercial and industrial

 

 

6,441

 

 

 

7,678

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

6,224

 

 

 

7,684

 

 

 

1,572

 

Residential real estate

 

 

347

 

 

 

345

 

 

 

153

 

Commercial and industrial

 

 

6,157

 

 

 

9,160

 

 

 

2,963

 

Installment and other

 

 

14

 

 

 

14

 

 

 

14

 

Total impaired loans

 

$

27,016

 

 

$

33,650

 

 

$

4,702

 

 

 

December 31, 2017

 

Recorded

Investment

 

 

Unpaid

Principal

Balance

 

 

Related

Allowance

 

With no related allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

11,425

 

 

$

12,936

 

 

$

 

Residential real estate

 

 

2,075

 

 

 

2,046

 

 

 

 

Commercial and industrial

 

 

5,470

 

 

 

6,774

 

 

 

 

With an allowance recorded

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

2,459

 

 

 

2,634

 

 

 

1,101

 

Residential real estate

 

 

354

 

 

 

351

 

 

 

158

 

Commercial and industrial

 

 

9,314

 

 

 

9,724

 

 

 

2,692

 

Installment and other

 

 

14

 

 

 

14

 

 

 

14

 

Total impaired loans

 

$

31,111

 

 

$

34,479

 

 

$

3,965

 

 

The following tables summarize the average recorded investment and interest income recognized for loans and leases considered impaired, which excludes acquired impaired loans, for the periods ended as follows:

 

March 31, 2018

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

With no related allowance recorded

 

 

 

 

 

 

 

 

Commercial real estate

 

$

9,039

 

 

$

103

 

Residential real estate

 

 

1,930

 

 

 

10

 

Commercial and industrial

 

 

7,300

 

 

 

62

 

With an allowance recorded

 

 

 

 

 

 

 

 

Commercial real estate

 

 

4,122

 

 

 

37

 

Residential real estate

 

 

351

 

 

 

1

 

Commercial and industrial

 

 

6,975

 

 

 

102

 

Installment and other

 

 

14

 

 

 

 

Total impaired loans

 

$

29,731

 

 

$

315

 

 

25


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

March 31, 2017

 

Average

Recorded

Investment

 

 

Interest

Income

Recognized

 

With no related allowance recorded

 

 

 

 

 

 

 

 

Commercial real estate

 

$

9,798

 

 

$

130

 

Residential real estate

 

 

787

 

 

 

7

 

Commercial and industrial

 

 

1,402

 

 

 

60

 

With an allowance recorded

 

 

 

 

 

 

 

 

Residential real estate

 

 

488

 

 

 

1

 

Construction, land development and other land

 

 

86

 

 

 

6

 

Commercial and industrial

 

 

1,881

 

 

 

3

 

Installment and other

 

 

328

 

 

 

4

 

Total impaired loans

 

$

14,770

 

 

$

211

 

 

For purposes of these tables, the unpaid principal balance represents the outstanding contractual balance. Impaired loans include loans that are individually evaluated for impairment as well as troubled debt restructurings for all loan categories. The sum of non-accrual loans and loans past due 90 days still on accrual will differ from the total impaired loan amount.

The following tables summarize the risk rating categories of the loans and leases considered for inclusion in the allowance for loan and lease losses calculation, excluding acquired impaired loans, as of March 31, 2018 and December 31, 2017:

 

March 31, 2018

 

Commercial

Real Estate

 

 

Residential

Real Estate

 

 

Construction,

Land

Development,

and

Other Land

 

 

Commercial

and

Industrial

 

 

Installment

and Other

 

 

Lease

Financing

Receivables

 

 

Total

 

Pass

 

$

593,209

 

 

$

393,416

 

 

$

85,634

 

 

$

465,449

 

 

$

3,648

 

 

$

178,759

 

 

$

1,720,115

 

Watch

 

 

65,816

 

 

 

29,875

 

 

 

23,127

 

 

 

64,914

 

 

 

2

 

 

 

159

 

 

 

183,893

 

Special Mention

 

 

10,665

 

 

 

2,573

 

 

 

3,153

 

 

 

12,272

 

 

 

17

 

 

 

1,092

 

 

 

29,772

 

Substandard

 

 

13,223

 

 

 

2,437

 

 

 

 

 

 

18,039

 

 

 

14

 

 

 

1,162

 

 

 

34,875

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

289

 

 

 

289

 

Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

682,913

 

 

$

428,301

 

 

$

111,914

 

 

$

560,674

 

 

$

3,681

 

 

$

181,461

 

 

$

1,968,944

 

 

December 31, 2017

 

Commercial

Real Estate

 

 

Residential

Real Estate

 

 

Construction,

Land

Development,

and

Other Land

 

 

Commercial

and

Industrial

 

 

Installment

and Other

 

 

Lease

Financing

Receivables

 

 

Total

 

Pass

 

$

638,066

 

 

$

398,743

 

 

$

73,935

 

 

$

415,163

 

 

$

3,732

 

 

$

174,672

 

 

$

1,704,311

 

Watch

 

 

58,217

 

 

 

29,165

 

 

 

22,380

 

 

 

67,024

 

 

 

20

 

 

 

190

 

 

 

176,996

 

Special Mention

 

 

14,645

 

 

 

2,251

 

 

 

3,168

 

 

 

13,535

 

 

 

 

 

 

1,293

 

 

 

34,892

 

Substandard

 

 

14,053

 

 

 

2,497

 

 

 

 

 

 

15,508

 

 

 

14

 

 

 

1,259

 

 

 

33,331

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

272

 

 

 

272

 

Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

724,981

 

 

$

432,656

 

 

$

99,483

 

 

$

511,230

 

 

$

3,766

 

 

$

177,686

 

 

$

1,949,802

 

 

26


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following tables summarize contractual delinquency information for acquired non-impaired and originated loans and leases by category at March 31, 2018 and December 31, 2017:

 

March 31, 2018

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

Greater than

90 Days and

Accruing

 

 

Non-

accrual

 

 

Total

Past Due

 

 

Current

 

 

Total

 

Commercial real estate

 

$

9,266

 

 

$

 

 

$

 

 

$

8,194

 

 

$

17,460

 

 

$

665,453

 

 

$

682,913

 

Residential real estate

 

 

79

 

 

 

 

 

 

 

 

 

1,848

 

 

 

1,927

 

 

 

426,374

 

 

 

428,301

 

Construction, land development, and

   other land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

111,914

 

 

 

111,914

 

Commercial and industrial

 

 

10,064

 

 

 

1,704

 

 

 

 

 

 

12,916

 

 

 

24,684

 

 

 

535,990

 

 

 

560,674

 

Installment and other

 

 

17

 

 

 

 

 

 

 

 

 

14

 

 

 

31

 

 

 

3,650

 

 

 

3,681

 

Lease financing receivables

 

 

1,282

 

 

 

377

 

 

 

 

 

 

654

 

 

 

2,313

 

 

 

179,148

 

 

 

181,461

 

Total

 

$

20,708

 

 

$

2,081

 

 

$

 

 

$

23,626

 

 

$

46,415

 

 

$

1,922,529

 

 

$

1,968,944

 

 

December 31, 2017

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

Greater than

90 Days and

Accruing

 

 

Non-

accrual

 

 

Total

Past Due

 

 

Current

 

 

Total

 

Commercial real estate

 

$

4,783

 

 

$

968

 

 

$

 

 

$

8,459

 

 

$

14,210

 

 

$

710,771

 

 

$

724,981

 

Residential real estate

 

 

148

 

 

 

 

 

 

 

 

 

2,092

 

 

 

2,240

 

 

 

430,416

 

 

 

432,656

 

Construction, land development, and

   other land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

99,483

 

 

 

99,483

 

Commercial and industrial

 

 

6,667

 

 

 

967

 

 

 

 

 

 

4,348

 

 

 

11,982

 

 

 

499,248

 

 

 

511,230

 

Installment and other

 

 

18

 

 

 

 

 

 

 

 

 

14

 

 

 

32

 

 

 

3,734

 

 

 

3,766

 

Lease financing receivables

 

 

997

 

 

 

638

 

 

 

 

 

 

851

 

 

 

2,486

 

 

 

175,200

 

 

 

177,686

 

Total

 

$

12,613

 

 

$

2,573

 

 

$

 

 

$

15,764

 

 

$

30,950

 

 

$

1,918,852

 

 

$

1,949,802

 

 

At March 31, 2018 and December 31, 2017, the Company had a recorded investment in troubled debt restructurings of $2.1 million and $2.6 million, respectively. The restructurings were granted due to borrower financial difficulty and provide for a modification of loan repayment terms. The Company has allocated a specific allowance of $215,000 and $357,000 for these loans at March 31, 2018 and December 31, 2017, respectively. In addition, there were no commitments outstanding on troubled debt restructurings.

Loans modified as troubled debt restructurings that occurred during the three months ended March 31, 2018 and year ended December 31, 2017 resulted in $144,000 and $487,000 of charge-offs or permanent reductions of the recorded investments in the loans, respectively. There was one commercial real estate loan totaling $125,000 that was  modified as a troubled debt restructuring during the three months ended March 31, 2018. Troubled debt restructurings that subsequently defaulted within twelve months of the restructure date during the year ended December 31, 2017 had a recorded investment of $144,000. No troubled debt restructurings subsequently defaulted within twelve months of the restructure date during the three months ended March 31, 2018.

At March 31, 2018 and December 31, 2017, the reserve for unfunded commitments was $1.0 million and $923,000, respectively. During the three months ended March 31, 2018 and 2017, the provisions for unfunded commitments were $113,000 and $50,000, respectively. There were no charge-offs or recoveries related to the reserve for unfunded commitments during the periods.

27


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 7—Servicing Assets

Activity for servicing assets and the related changes in fair value for the three months ended March 31, 2018 and 2017 is as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Beginning balance

 

$

21,400

 

 

$

21,091

 

Additions, net

 

 

2,102

 

 

 

1,422

 

Changes in fair value

 

 

(1,887

)

 

 

(1,290

)

   Ending balance

 

$

21,615

 

 

$

21,223

 

Loans serviced for others are not included in the Consolidated Statements of Financial Condition. The unpaid principal balances of these loans serviced for others were as follows as of March 31, 2018 and December 31, 2017:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Loan portfolios serviced for:

 

 

 

 

 

 

 

 

SBA guaranteed loans

 

 

1,066,269

 

 

 

1,021,143

 

USDA guaranteed loans

 

 

93,650

 

 

 

91,758

 

Total

 

$

1,159,919

 

 

$

1,112,901

 

 

 Loan servicing income totaled $563,000 and $919,000 for the three months ended March 31, 2018 and 2017, respectively.

The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in prepayment speed assumptions have the most significant impact on the fair value of servicing rights.

Generally, as interest rates rise on variable rate loans, loan prepayments increase due to an increase in refinance activity, which may result in a decrease in the fair value of servicing assets. Measurement of fair value is limited to the condition existing and the assumptions used as of a particular point in time, and those assumptions may change over time. Refer to Note 16—Fair Value Measurement for further details.

Note 8—Other Real Estate Owned

The following table presents the change in other real estate owned (“OREO”) for the three months ended March 31, 2018 and 2017.

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Beginning balance

 

$

10,626

 

 

$

16,570

 

Net additions to OREO

 

 

1,044

 

 

 

808

 

Dispositions of OREO

 

 

(1,123

)

 

 

(3,929

)

Valuation adjustments

 

 

(81

)

 

 

(276

)

   Ending balance

 

$

10,466

 

 

$

13,173

 

 

At March 31, 2018 and December 31, 2017, the balance of real estate owned included $2.9 million and $3.6 million, respectively, of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property.

At March 31, 2018 and December 31, 2017, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process is $2.4 million and $1.9 million, respectively.

28


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 9—Goodwill, Core Deposit Intangible and Other Intangible Assets

The following table summarizes the changes in the Company’s goodwill and core deposit intangible assets for the three months ended March 31, 2018 and 2017:

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

 

 

Goodwill

 

 

Core Deposit

Intangible

 

 

Goodwill

 

 

Core Deposit

Intangible

 

Beginning balance

 

$

54,562

 

 

$

16,720

 

 

$

51,975

 

 

$

19,776

 

Amortization or accretion

 

 

 

 

 

(761

)

 

 

 

 

 

(765

)

Ending balance

 

$

54,562

 

 

$

15,959

 

 

$

51,975

 

 

$

19,011

 

Accumulated amortization or accretion

 

N/A

 

 

$

14,227

 

 

N/A

 

 

$

11,175

 

Weighted average remaining amortization or accretion

   period

 

N/A

 

 

5.4 years

 

 

N/A

 

 

6.4 Years

 

 

The Company had other intangible assets of $32,000 and $36,000 as of March 31, 2018 and December 31, 2017, respectively, related to trademark-related transactions.

The following table presents the estimated amortization expense for core deposit intangible and other intangible assets recognized at March 31, 2018:

 

 

 

Estimated

Amortization

 

2018

 

$

2,295

 

2019

 

 

3,050

 

2020

 

 

3,027

 

2021

 

 

3,017

 

2022

 

 

3,010

 

Thereafter

 

 

1,592

 

Total

 

$

15,991

 

 

Note 10—Income Taxes

The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual pre-tax income, permanent tax differences and statutory tax rates.

The effective tax rates for the three months ended March 31, 2018 and 2017 were 16.3% and 40.9%, respectively. The reduction in the effective tax rate is primarily a result of the passage of the Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017. Among other things, the Tax Act reduces the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. Also on December 22, 2017, the SEC issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the Tax Act’s impact. SAB 118 provides a measurement period, not to extend beyond one year from the date of enactment during which a company, acting in good faith, may complete the accounting for the impacts of the Tax Act. The Company recorded a net income tax benefit of $724,000 as a result of the rate change. 

Net deferred tax assets remained relatively unchanged at $47.4 million at March 31, 2018 compared to December 31, 2017. The reduction in the Company’s net operation loss carryforwards being applied to the current year tax liability was offset by an increase in its deferred tax asset related to unrealized holding losses on securities available-for-sale.   

29


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 11—Deposits

The composition of deposits was as follows as of March 31, 2018 and December 31, 2017:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Non-interest bearing demand deposits

 

$

749,892

 

 

$

760,887

 

Interest bearing checking accounts

 

 

196,802

 

 

 

186,611

 

Money market demand accounts

 

 

382,282

 

 

 

349,862

 

Other savings

 

 

439,277

 

 

 

437,212

 

Time deposits (below $250,000)

 

 

665,541

 

 

 

627,255

 

Time deposits ($250,000 and above)

 

 

90,753

 

 

 

81,502

 

Total deposits

 

$

2,524,547

 

 

$

2,443,329

 

 

Time deposits of $250,000 or more included no brokered deposits at March 31, 2018 or December 31, 2017.   

Note 12—Federal Home Loan Bank Advances

The following table summarizes the FHLB advances as of March 31, 2018 and December 31, 2017:    

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Federal Home Loan Bank advances

 

$

380,000

 

 

$

361,506

 

Weighted average cost

 

 

1.88

%

 

 

1.49

%

 

At March 31, 2018, fixed-rate advances totaled $250.0 million with an interest rate of 2.02% and maturing June 2018. Total floating rate advances were $130.0 million at March 31, 2018, with interest rates of approximately 1.62% and maturities ranging from April 2018 to May 2018. The Company’s advances from the FHLB are collateralized by residential real estate loans and securities. The Company’s required investment in FHLB stock is $1 for every $20 in advances. Refer to Note 4Securities for additional discussion. At March 31, 2018 and December 31, 2017, the Bank has additional borrowing capacity from the FHLB of $797.5 million and $795.0 million, respectively, subject to the availability of proper collateral.  The Bank’s maximum borrowing capacity is limited to 35% of total assets.

 The Company hedges interest rates on borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. Refer to Note 17—Derivative Instruments and Hedge Activities for additional information.

Note 13—Other Borrowings

The following is a summary of the Company’s other borrowings as of March 31, 2018 and December 31, 2017:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Securities sold under agreements to repurchase

 

$

27,815

 

 

$

31,187

 

Line of credit

 

 

 

 

 

 

Total

 

$

27,815

 

 

$

31,187

 

 

Securities sold under agreements to repurchase represent a demand deposit product offered to customers that sweep balances in excess of the FDIC insurance limit into overnight repurchase agreements. The Company pledges securities as collateral for the repurchase agreements. Refer to Note 4—Securities for additional discussion.

On October 13, 2016, in connection with the Ridgestone acquisition, the Company entered into a $30.0 million credit agreement with a correspondent bank.  At March 31, 2018 and December 31, 2017, the interest rate was 3.75% . In April 2017, the revolving line of credit was amended to a non-revolving line of credit as long as the outstanding balance exceeds $5.0

30


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

million. When the outstanding balance is reduced to $5.0 million, the line of credit will be converted to a revolving line of credit with credit availability up to $5.0 million until maturity.  In July 2017, the Company repaid the outstanding balance, in full, under this line of credit of $16.2 million with proceeds from its initial public offering (“IPO”). The line of credit matured on October 12, 2017 and carried an interest rate equal to the Prime Rate. On October 12, 2017, the Company amended the credit agreement, which extended the maturity date to October 11, 2018. The amended revolving line of credit bears interest at either the London Interbank Offered Rate (“LIBOR”) Rate plus 250 basis points or the Prime Rate minus 25 basis points, based on the Company’s election, which is required to be communicated at least three business days prior to the commencement of an interest period. If the Company fails to provide timely notification, the interest rate will be Prime Rate minus 25 basis points. At March 31, 2018 and December 31, 2017, the line of credit has not been drawn upon, so an interest rate option has not been selected.

The following table presents short-term credit lines available for use, for which the Company did not have an outstanding balance as of March 31, 2018 and December 31, 2017:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Federal Reserve Bank of Chicago discount window line

 

$

156,077

 

 

$

144,248

 

Available federal funds lines

 

 

55,000

 

 

 

55,000

 

 

Note 14—Junior Subordinated Debentures

At March 31, 2018 and December 31, 2017, the Company’s junior subordinated debentures by issuance were as follows:

 

Name of Trust

 

Aggregate

Principal

Amount

March 31,

2018

 

 

Aggregate

Principal

Amount

December 31,

2017

 

 

Stated

Maturity

 

Contractual

Rate at

March 31,

2018

 

 

Interest Rate Spread

Metropolitan Statutory Trust 1

 

$

35,000

 

 

$

35,000

 

 

March 17, 2034

 

 

4.97

%

 

Three-month LIBOR + 2.79%

RidgeStone Capital Trust I

 

 

1,500

 

 

 

1,500

 

 

June 30, 2033

 

 

5.09

%

 

Five-year LIBOR + 3.50%

Total liability, at par

 

 

36,500

 

 

 

36,500

 

 

 

 

 

 

 

 

 

Discount

 

 

(8,700

)

 

 

(8,853

)

 

 

 

 

 

 

 

 

Total liability, at carrying value

 

$

27,800

 

 

$

27,647

 

 

 

 

 

 

 

 

 

 In 2004, the Company’s predecessor, Metropolitan Bank Group, Inc., issued $35.0 million floating rate junior subordinated debentures to Metropolitan Statutory Trust 1, which was formed for the issuance of trust preferred securities. The debentures bear interest at three LIBOR plus 2.79% (4.97% and 4.39% at March 31, 2018 and December 31, 2017, respectively). Interest is payable quarterly. The Company has the right to redeem the debentures, in whole or in part, on any interest payment date on or after March 2009. Accrued interest payable was $65,000 and $62,000 as of March 31, 2018 and December 31, 2017, respectively.

As part of the Ridgestone acquisition, the Company assumed the obligations to RidgeStone Capital Trust I of $1.5 million in principal amount, which was formed for the issuance of trust preferred securities. Refer to Note 3—Acquisition of a Business for additional information. Beginning on June 30, 2008, the interest rate reset to the five-year LIBOR plus 3.50% (5.09% at March 31, 2018 and December 31, 2017), which is in effect until September 30, 2018 and updated every five years. Interest is paid on a quarterly basis. The Company has the right to redeem the debentures, in whole or in part, on any interest payment date on or after June 30, 2008. There was no accrued interest payable as of March 31, 2018 or December 31, 2017.

The Trusts are not consolidated with the Company. Accordingly, the Company reports the subordinated debentures held by the Trusts as liabilities. The Company owns all of the common securities of each trust. The junior subordinated debentures qualify, and are treated as, Tier 1 regulatory capital of the Company subject to regulatory limitations. The trust preferred securities issued by each trust rank equally with the common securities in right of payment, except that if an event of default under the indenture governing the notes has occurred and is continuing, the preferred securities will rank senior to the common securities in right of payment.

31


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 15—Commitments and Contingent Liabilities

Legal contingencies—In the ordinary course of business, the Company and Bank have various outstanding commitments and contingent liabilities that are not recognized in the accompanying consolidated financial statements. In addition, the Company may be a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is currently not expected to have a material adverse effect on the Company’s Consolidated Statements of Financial Condition.

Operating lease commitments—The Company has entered into various operating lease agreements primarily for facilities and land on which banking facilities are located. Certain lease agreements have renewal options at the end of the original lease term and certain lease agreements have escalation clauses in the rent payments.

The minimum annual rental commitments for operating leases subsequent to March 31, 2018, exclusive of taxes and other charges, are summarized as follows:

 

 

 

Minimum Rental

Commitments

 

2018

 

$

2,307

 

2019

 

 

2,600

 

2020

 

 

2,089

 

2021

 

 

1,809

 

2022

 

 

972

 

Thereafter

 

 

2,073

 

Total

 

$

11,850

 

 

The Company’s rental expenses for the three months ended March 31, 2018 and 2017  were $1.2 million and $1.1 million, respectively.  During the three months ended March 31, 2018 and 2017, the Company received $170,000 and $190,000, respectively, in sublease income which is included in the Consolidated Statements of Operations as a reduction of occupancy expense.  The total amount of minimum rentals to be received in the future on these subleases is approximately $1.8 million, and the leases have contractual lives extending through 2025. In addition to the above required lease payments, the Company has contractual obligations related primarily to information technology contracts and other maintenance contracts. The amounts are not material.

Commitments to extend credit—The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. The contractual or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for funded instruments. The Bank does not anticipate any material losses as a result of the commitments and standby letters of credit.

The following table summarizes the contract or notional amount of outstanding loan and lease commitments at March 31, 2018 and December 31, 2017:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

Fixed Rate

 

 

Variable Rate

 

 

Fixed Rate

 

 

Variable Rate

 

Commitments to extend credit

 

$

58,074

 

 

$

510,822

 

 

$

55,924

 

 

$

467,429

 

Standby letters of credit

 

 

2,570

 

 

 

3,538

 

 

 

1,226

 

 

 

3,337

 

Total

 

$

60,644

 

 

$

514,360

 

 

$

57,150

 

 

$

470,766

 

32


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral is primarily obtained in the form of commercial and residential real estate (including income producing commercial properties).

Standby letters of credit are conditional commitments issued by the Bank to guarantee to a third-party the performance of a customer. Those guarantees are primarily issued to support public and private borrowing arrangements, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 1.00% to 19.50% and maturities up to 2024. Variable rate loan commitments have interest rates ranging from 2.45% to 11.75% and maturities up to 2040.

Note 16—Fair Value Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In addition, the Company has the ability to obtain fair values for markets that are not accessible.

These types of inputs create the following fair value hierarchy:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available. The Company’s own data used to develop unobservable inputs may be adjusted for market considerations when reasonably available.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to assets and liabilities.

The Company used the following methods and significant assumptions to estimate fair value for certain assets measured and carried at fair value on a recurring basis:

Securities available-for-sale—The Company obtains fair value measurements from an independent pricing service. Management reviews the procedures used by the third party, including significant inputs used in the fair value calculations. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. When market quotes are not readily accessible or available, alternative approaches are utilized, such as matrix or model pricing.

The Company’s methodology for pricing non-rated bonds focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated municipal bond, the Company references a publicly issued bond by the same issuer if available as well as other additional key metrics to support the credit worthiness. Typically, pricing for these types of bonds would require a higher yield than a similar rated bond from the same issuer. A reduction in price is applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one notch lower (i.e. a “AA” rating for a comparable bond would be reduced to “AA-” for the Company’s valuation). In 2018 and 2017, all of the ratings derived by the Company were “BBB” or better with and without comparable bond proxies. The fair value measurement of municipal bonds is sensitive to the rating input, as a higher rating typically results in an increased valuation.

33


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined, the Company obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets.

Servicing assets—Fair value is based on a loan-by-loan basis taking into consideration the original term to maturity, the current age of the loan and the remaining term to maturity. The valuation methodology utilized for the servicing assets begins with generating future cash flows for each servicing asset, based on their unique characteristics and market-based assumptions for prepayment speeds. The present value of the future cash flows are then calculated utilizing market-based discount rate assumptions.

Derivative instruments—Interest rate swaps are valued by a third party, using models that primarily use market observable inputs, such as yield curves, and are validated by comparison with valuations provided by the respective counterparties. Derivative financial instruments are included in other assets and other liabilities in the Consolidated Statements of Financial Condition.

The following tables summarize the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017:

 

 

 

 

 

 

 

Fair Value Measurements Using

 

March 31, 2018

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Notes

 

$

22,741

 

 

$

22,741

 

 

$

 

 

$

 

U.S. Government agencies

 

 

62,621

 

 

 

 

 

 

62,621

 

 

 

 

Obligations of states, municipalities, and political

   subdivisions

 

 

32,148

 

 

 

 

 

 

31,773

 

 

 

375

 

Mortgage-backed securities; residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

309,050

 

 

 

 

 

 

309,050

 

 

 

 

Non-agency

 

 

54,274

 

 

 

 

 

 

54,274

 

 

 

 

Mortgage-backed securities; commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

74,127

 

 

 

 

 

 

74,127

 

 

 

 

Non-agency

 

 

30,344

 

 

 

 

 

 

30,344

 

 

 

 

Corporate securities

 

 

35,363

 

 

 

 

 

 

35,363

 

 

 

 

Other securities

 

 

5,389

 

 

 

1,880

 

 

 

2,817

 

 

 

692

 

Servicing assets

 

 

21,615

 

 

 

 

 

 

 

 

 

21,615

 

Derivative assets

 

 

10,500

 

 

 

 

 

 

10,500

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

1,432

 

 

 

 

 

 

1,430

 

 

 

2

 

34


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

 

 

 

 

 

 

Fair Value Measurements Using

 

December 31, 2017

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury Notes

 

$

14,863

 

 

$

14,863

 

 

$

 

 

$

 

U.S. Government agencies

 

 

52,958

 

 

 

 

 

 

52,958

 

 

 

 

Obligations of states, municipalities, and political

   subdivisions

 

 

33,170

 

 

 

 

 

 

32,795

 

 

 

375

 

Mortgage-backed securities; residential

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

307,457

 

 

 

 

 

 

307,457

 

 

 

 

Non-agency

 

 

39,514

 

 

 

 

 

 

39,514

 

 

 

 

Mortgage-backed securities; commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agency

 

 

69,043

 

 

 

 

 

 

69,043

 

 

 

 

Non-agency

 

 

30,971

 

 

 

 

 

 

30,971

 

 

 

 

Corporate securities

 

 

29,976

 

 

 

 

 

 

29,976

 

 

 

 

Other securities

 

 

5,284

 

 

 

1,921

 

 

 

2,686

 

 

 

677

 

Servicing assets

 

 

21,400

 

 

 

 

 

 

 

 

 

21,400

 

Derivative assets

 

 

5,981

 

 

 

 

 

 

5,981

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

994

 

 

 

 

 

 

994

 

 

 

 

During 2016, the Company acquired the servicing assets and single-issuer trust preferred securities included in other securities categorized as Level 3 of the fair value hierarchy through a business combination.

The Company has purchased privately-issued municipal securities that are categorized as Level 3. These municipal securities are bonds issued for one municipal government entity located in the Chicago metropolitan area and are privately placed, non-rated bonds without Committee on Uniform Security Identification Procedures numbers.

The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2018 and 2017. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.

The following table presents additional information about financial assets measured at fair value on recurring basis for which the Company used significant unobservable inputs (Level 3):

 

 

Three Months Ended March 31,

 

 

2018

 

2017

 

 

2018

 

2017

 

 

Investment Securities

 

 

Servicing Assets

 

Balance, beginning of period

$

1,052

 

$

1,080

 

 

$

21,400

 

$

21,091

 

Additions, net

 

 

 

 

 

 

2,102

 

 

1,422

 

Amortization

 

1

 

 

1

 

 

 

 

 

 

Change in unrealized loss

 

14

 

 

 

 

 

 

 

 

Change in fair value

 

 

 

 

 

 

(1,887

)

 

(1,290

)

Balance, end of period

$

1,067

 

$

1,081

 

 

$

21,615

 

$

21,223

 

35


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following table presents additional information about the unobservable inputs used in the fair value measurements on recurring basis that were categorized within Level 3 of the fair value hierarchy as of March 31, 2018:

 

Financial Instruments

 

Valuation Technique

 

Unobservable Inputs

 

Range of

Inputs

 

Weighted

Average

Range

 

 

Impact to

Valuation from an

Increased or

Higher Input Value

Obligations of states, municipalities,

   and political obligations

 

Discounted cash flow

 

Probability of default

 

2.2%—2.4%

 

 

2.3

%

 

Decrease

Single issuer trust preferred

 

Discounted cash flow

 

Probability of default

 

7.5%—9.9%

 

 

8.9

%

 

Decrease

Servicing assets

 

Discounted cash flow

 

Prepayment speeds

 

5.6%—16.3%

 

 

9.3

%

 

Decrease

 

 

 

 

Discount rate

 

10.4%—20.6%

 

 

14.2

%

 

Decrease

 

 

 

 

Expected weighted

average loan life

 

0.8—7.9 years

 

5.5 years

 

 

Increase

 

The Company used the following methods and significant assumptions to estimate fair value for certain assets measured and carried at fair value on a non-recurring basis:

Impaired loans (excluding acquired impaired loans)—Impaired loans, other than those existing on the date of a business acquisition, are primarily carried at the fair value of the underlying collateral, less estimated costs to sell, if the loan is collateral dependent. Valuations of impaired loans that are collateral dependent are supported by third party appraisals in accordance with the Bank’s credit policy. Impaired loans that are not collateral dependent are not material.

Assets held for sale—Assets held for sale consist of former branch locations, vacant land, and a house previously purchased for expansion. Assets are considered held for sale when management has approved to sell the assets following a branch closure or other events. The properties are being actively marketed and transferred to assets held for sale based on the lower of carrying value or its fair value, less estimated costs to sell.

Other real estate owned—Certain assets held within other real estate owned represent real estate or other collateral that has been adjusted to its estimated fair value, less cost to sell, as a result of transferring from the loan portfolio at the time of foreclosure or repossession and based on management’s periodic impairment evaluation. From time to time, non-recurring fair value adjustments to other real estate owned are recorded to reflect partial write-downs based on an observable market price or current appraised value of property.

Adjustments to fair value based on such non-recurring transactions generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment. The following tables summarize the Company’s assets that were measured at fair value on a non-recurring basis, excluding acquired impaired loans, as of March 31, 2018 and December 31, 2017:

 

 

 

 

 

 

 

Fair Value Measurements Using

 

March 31, 2018

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Non-recurring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(excluding acquired impaired loans)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

10,803

 

 

$

 

 

$

 

 

$

10,803

 

Residential real estate

 

 

1,876

 

 

 

 

 

 

 

 

 

1,876

 

Construction, land development, and other land

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

9,635

 

 

 

 

 

 

 

 

 

9,635

 

Installment and other

 

 

 

 

 

 

 

 

 

 

 

 

Assets held for sale

 

 

9,030

 

 

 

 

 

 

 

 

 

9,030

 

Other real estate owned

 

 

10,466

 

 

 

 

 

 

 

 

 

10,466

 

36


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

 

 

 

 

 

 

Fair Value Measurements Using

 

December 31, 2017

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Non-recurring

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(excluding acquired impaired loans)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

$

12,783

 

 

$

 

 

$

 

 

$

12,783

 

Residential real estate

 

 

2,271

 

 

 

 

 

 

 

 

 

2,271

 

Construction, land development, and other land

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

12,092

 

 

 

 

 

 

 

 

 

12,092

 

Installment and other

 

 

 

 

 

 

 

 

 

 

 

 

Assets held for sale

 

 

9,779

 

 

 

 

 

 

 

 

 

9,779

 

Other real estate owned

 

 

10,626

 

 

 

 

 

 

 

 

 

10,626

 

 

The following table provides a description of the valuation technique, unobservable inputs and qualitative information about the Company’s assets and liabilities classified as Level 3 and measured at fair value on a non-recurring basis as of March 31, 2018:

 

Financial Instruments

 

Valuation Technique

 

Unobservable Inputs

 

Range of Inputs

 

Impact to

Valuation from an

Increased or

Higher Input Value

Impaired loans (excluding

   acquired impaired loans)

 

Appraisals

 

Appraisal adjustments,

sales costs and other

discount adjustments for

market conditions

 

6% - 10%

 

Decrease

Assets held for sale

 

List price, contract price

 

Sales costs and other

discount adjustments for

market conditions

 

7%

 

Decrease

Other real estate owned

 

Appraisals

 

Appraisal adjustments,

sales costs and other

discount adjustments for

market conditions

 

7% - 20%

 

Decrease

 

The following methods and assumptions were used by the Company in estimating fair values of other assets and liabilities for disclosure purposes:

Cash and cash equivalents—For these short-term instruments, the carrying amount is a reasonable estimate of fair value. The fair value for time certificates with other banks is based on the market values for comparable investments.

Securities held-to-maturity—The Company obtains fair value measurements from an independent pricing service. Management reviews the procedures used by the third party, including significant inputs used in the fair value calculations. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. When market quotes are not readily accessible or available, alternative approaches are utilized, such as matrix or model pricing.

Restricted stock—The fair value has been determined to approximate cost.

Loans held for saleThe fair value of loans held for sale are based on quoted market prices, where available, and determined by discounted estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans adjusted to reflect the inherent credit risk.

37


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Loan and lease receivables, net—For certain variable rate loans that reprice frequently and with no significant changes in credit risk, fair value is estimated at carrying value. The fair value of other types of loans is estimated by discounting future cash flows, using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposit liabilities—The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows, using rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank advances—The fair value of FHLB advances is estimated by discounting the agreements based on maturities using rates currently offered for FHLB advances of similar remaining maturities adjusted for prepayment penalties that would be incurred if the borrowings were paid off on the measurement date.

Securities sold under agreements to repurchase—The carrying amount approximates fair value due to  maturities of less than ninety days.

Junior subordinated debentures—The fair value of junior subordinated debentures, in the form of trust preferred securities, is determined using rates currently available to the Company for debt with similar terms and remaining maturities.

Accrued interest receivable and payable—The carrying amount approximates fair value.

Commitments to extend credit and commercial and standby letters of credit—The fair values of these off-balance sheet commitments to extend credit and commercial and standby letters of credit are not considered practicable to estimate because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.

The estimated fair values of financial instruments and levels within the fair value hierarchy are as follows:

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Fair Value

 

 

2018

 

 

2017

 

 

 

Hierarchy

Level

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

 

Carrying

Amount

 

 

Estimated

Fair Value

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

1

 

 

$

17,396

 

 

$

17,396

 

 

$

19,404

 

 

$

19,404

 

Interest bearing deposits with other banks

 

 

2

 

 

 

110,645

 

 

 

110,645

 

 

 

38,945

 

 

 

38,945

 

Securities held-to-maturity

 

 

2

 

 

 

112,266

 

 

 

110,419

 

 

 

117,163

 

 

 

117,277

 

Other restricted stock

 

 

2

 

 

 

17,177

 

 

 

17,177

 

 

 

16,343

 

 

 

16,343

 

Loans held for sale

 

 

3

 

 

 

8,219

 

 

 

9,122

 

 

 

5,212

 

 

 

5,851

 

Loans and lease receivables, net

 

 

3

 

 

 

2,262,778

 

 

 

2,230,050

 

 

 

2,260,786

 

 

 

2,240,235

 

Accrued interest receivable

 

 

3

 

 

 

6,971

 

 

 

6,971

 

 

 

7,670

 

 

 

7,670

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits

 

 

2

 

 

 

749,892

 

 

 

749,892

 

 

 

760,887

 

 

 

760,887

 

Interest bearing deposits

 

 

2

 

 

 

1,774,655

 

 

 

1,769,476

 

 

 

1,682,442

 

 

 

1,678,535

 

Accrued interest payable

 

 

2

 

 

 

1,612

 

 

 

1,612

 

 

 

1,306

 

 

 

1,306

 

Line of credit

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank advances

 

 

2

 

 

 

380,000

 

 

 

380,000

 

 

 

361,506

 

 

 

361,500

 

Securities sold under repurchase agreement

 

 

2

 

 

 

27,815

 

 

 

27,815

 

 

 

31,187

 

 

 

31,187

 

Junior subordinated debentures

 

 

3

 

 

 

27,800

 

 

 

34,025

 

 

 

27,647

 

 

 

33,907

 

 

38


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 17—Derivative Instruments and Hedge Activities

The Company recognizes derivative financial instruments at fair value regardless of the purpose or intent for holding the instrument. The Company records derivative assets and derivative liabilities on the Consolidated Statements of Financial Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively. The following tables present the fair value of the Company’s derivative financial instruments and classification on the Consolidated Statements of Financial Condition as of March 31, 2018 and December 31, 2017:

 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

 

 

 

 

Fair Value

 

 

 

 

 

 

Fair Value

 

 

 

Notional

Amount

 

 

Other

Assets

 

 

Other

Liabilities

 

 

Notional

Amount

 

 

Other

Assets

 

 

Other

Liabilities

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps designated as cash

    flow hedges

 

$

250,000

 

 

$

9,047

 

 

$

 

 

$

250,000

 

 

$

5,030

 

 

$

38

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other interest rate swaps

 

 

94,123

 

 

 

1,453

 

 

 

1,430

 

 

 

94,726

 

 

 

951

 

 

 

956

 

Other credit derivatives

 

 

1,250

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

Total derivatives

 

$

345,373

 

 

$

10,500

 

 

$

1,432

 

 

$

344,726

 

 

$

5,981

 

 

$

994

 

 

Interest rate swaps designated as cash flow hedges—Cash flow hedges of interest payments associated with certain FHLB advances had notional amounts totaling $250.0 million as of March 31, 2018 and December 31, 2017. The aggregate fair value of the swaps is recorded in other assets or other liabilities with changes in fair value recorded in other comprehensive income (loss), net of taxes, to the extent effective. The amount included in accumulated other comprehensive income (loss) would be reclassified to current earnings when the hedged FHLB advances affect earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value of the derivative hedging instrument with the changes in fair value of the designated hedged transactions. The Company expects the hedges to remain effective during the remaining terms of the swaps and did not recognize any hedge ineffectiveness in current earnings during the three months ended March 31, 2018 and 2017.

Interest recorded on these swap transactions reduced FHLB expense by $61,000 and increased FHLB expense by $54,000 during the three months ended March 31, 2018 and 2017, respectively, and is reported as a component of interest expense on FHLB advances. At March 31, 2018, the Company estimates $1.8 million of the unrealized gain to be reclassified as an increase to interest expense during the next twelve months.

The following table reflects the net gains (losses) recorded in accumulated other comprehensive income (loss) and the Consolidated Statements of Operations relating to the cash flow derivative instruments for the three months ended: 

 

 

 

March 31, 2018

 

 

March 31, 2017

 

 

 

Amount of

Gain

Recognized in

OCI

(Effective

Portion)

 

 

Amount of

Gain

Reclassified

from OCI to

Income as a

Decrease to

Interest

Expense

 

 

Amount of

Gain (Loss)

Recognized in

Other

Non-Interest

Income

(Ineffective

Portion)

 

 

Amount of

Gain

Recognized in

OCI

(Effective

Portion)

 

 

Amount of

Loss

Reclassified

from OCI to

Income as an

Increase to

Interest

Expense

 

 

Amount of

Gain (Loss)

Recognized in

Other

Non-Interest

Income

(Ineffective

Portion)

 

Interest rate swaps

 

$

4,070

 

 

$

61

 

 

$

 

 

$

(83

)

 

$

(54

)

 

$

 

Other interest rate swaps—The total combined notional amount was $94.1 million as of March 31, 2018 with maturities ranging from January 2020 to November 2027. The fair values of the interest rate swap agreements are reflected in other assets and other liabilities with corresponding gains or losses reflected in non-interest income. During the three months ended March 31, 2018, there were no transaction fees related to these derivative instruments. During the three months ended March 31, 2017, transaction fees were $113,000.

39


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following table reflects other interest rate swaps as of March 31, 2018:

 

Notional amounts

 

$

94,123

 

Derivative assets fair value

 

 

1,453

 

Derivative liabilities fair value

 

 

1,430

 

Weighted average pay rates

 

 

4.38

%

Weighted average receive rates

 

 

4.02

%

Weighted average maturity

 

6.0 years

 

 

Other credit derivative—The total notional amount was $1.3 million as of March 31, 2018 with a maturity date of January 2025. The fair value of the other credit derivative is reflected in other liabilities with corresponding gains or losses reflected in non-interest income. The credit valuation adjustment (“CVA”) related to the other credit derivative resulted in an increase to other non-interest income of $23,000 during the three months ended March 31, 2018.

 

Credit risk—Derivative instruments are inherently subject to market risk and credit risk. Market risk is associated with changes in interest rates and credit risk relates to the Company’s risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Market and credit risks are managed and monitored as part of the Company’s overall asset-liability management process. The credit risk related to derivatives entered into with certain qualified borrowers is managed through the Company’s loan underwriting process. The Company’s loan underwriting process also approves the Bank’s swap counterparty used to mirror the borrowers’ swap. The Company has a bilateral agreement with each swap counterparty that provides that fluctuations in derivative values are to be fully collateralized with either cash or securities. The CVA is a fair value adjustment to the derivative to account for this risk. During the three months ended March 31, 2018, the CVA resulted in an increase to non-interest income of $27,000. During the three months ended March 31, 2017, the CVA resulted in a decrease to non-interest income of $13,000.

The Company has entered into a risk participation agreement with a counterparty bank to assume a portion of the credit risk related to borrower transactions. The credit risk related to this derivative is managed through the Company’s loan underwriting process.

The Company has agreements with its derivative counterparties that contain a cross-default provision under which if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain derivative counterparties that contain a provision where if the Company fails to maintain its status as a well or adequately capitalized institution, then the counterparty could terminate the derivative positions and the Company would be required to settle its obligations resulted in a net asset position.

The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative asset and liabilities on the Consolidated Statements of Financial Condition. The table below summarizes the Company’s interest rate derivatives and offsetting positions as of: 

 

 

March 31, 2018

 

 

December 31, 2017

 

 

 

Derivative

Assets

Fair Value

 

 

Derivative

Liabilities

Fair Value

 

 

Derivative

Assets

Fair Value

 

 

Derivative

Liabilities

Fair Value

 

Gross amounts recognized

 

$

10,500

 

 

$

1,432

 

 

$

5,981

 

 

$

994

 

Less: Amounts offset in the Consolidated Statements of Financial Condition

 

 

 

 

 

 

 

 

 

 

 

 

Net amount presented in the Consolidated Statements of Financial Condition

 

$

10,500

 

 

$

1,432

 

 

$

5,981

 

 

$

994

 

Gross amounts not offset in the Consolidated Statements of Financial Condition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Offsetting derivative positions

 

 

 

 

 

 

 

 

(232

)

 

 

(232

)

Collateral posted

 

 

(10,500

)

 

 

(1,424

)

 

 

(5,371

)

 

 

(745

)

Net credit exposure (excess collateral)

 

$

 

 

$

8

 

 

$

378

 

 

$

17

 

 

40


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

As of March 31, 2018, the counterparties posted collateral of $11.5 million, which resulted in excess collateral with the Company. For purposes of this disclosure, the amount of posted collateral by the counterparties is limited to the amount offsetting the derivatives asset.

 

Note 18 – Share-Based Compensation

In June 2017, the Company adopted the 2017 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) in connection with our initial public offering (“IPO”).  The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards. A total of 1,550,000 shares of our common stock have been reserved and are available for issuance under the Omnibus Plan.

On July 6, 2017, in conjunction with the completion of the IPO, the Company granted 58,900 restricted shares of the Company’s common stock to certain key employees, pursuant to the Omnibus Plan. The restricted shares will cliff vest on the third anniversary of the grant date, subject to continued employment. Subsequent to the grant date, 400 restricted shares were forfeited. A total of 11,898 restricted shares were also granted during 2017 in connection with the recruitment of employees. These restricted shares vest over a four year period. As of March 31, 2018, there were 1,479,602 shares available for future grants.

The following table discloses the changes in restricted shares for the three months ended March 31, 2018:

 

 

Omnibus Plan

 

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value

 

Beginning balance

 

 

70,398

 

 

$

20.31

 

Granted

 

 

 

 

$

 

Vested

 

 

 

 

$

 

Forfeited

 

 

 

 

$

 

Ending balance outstanding at March 31, 2018

 

 

70,398

 

 

$

20.31

 

No restricted shares vested during the three months ended March 31, 2018.  

The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date. Share-based compensation expense is included in non-interest expense in the Consolidated Statements of Operations.  

  The following table summarizes restricted stock compensation expense for the three months ended March 31, 2018 and 2017:

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Total share-based compensation - restricted stock

 

$

112

 

 

$

 

Income tax benefit

 

 

381

 

 

 

 

Unrecognized compensation expense

 

 

1,114

 

 

 

 

Weighted-average amortization period remaining

 

2.6 years

 

 

 

 

The fair value of the unvested restricted stock awards at March 31, 2018 was $1.6 million.

In April 2018, the Company granted 48,943 shares of restricted voting common stock, par value $0.01 per share. Of this total, 24,345 restricted shares will vest ratably over four years on each anniversary of the grant date, 11,165 restricted shares will vest ratably over three years on each anniversary of the grant date, and 2,268 restricted shares will vest on the first anniversary of the grand date, all subject to continued employment.

41


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

In addition, 11,165 performance-based restricted shares were included in the April 2018 grant.  The number of shares which may be earned under the award is dependent upon the Company’s return on average assets over a three-year period ending December 31, 2020, measured in 2018 against the Company’s internal targets and for 2019 and 2020 against a peer group consisting of publicly-traded bank holding companies ranging in asset size from 50% to 200% of the Company’s total assets.  Under the award, 25% of the shares will be earned at threshold performance, 100% will be earned at target and 50th percentile performance, and up to 125% of the shares with above target and 75th percentile performance.  Any earned shares will vest on the third anniversary of the grant date.

The Company maintained a nonqualified, share-based, stock option plan adopted prior to recapitalization (“MBG Plan”). There were no options granted or exercised under this plan during the year ended December 31, 2017. At the time of the Company’s reincorporation in Delaware, in June 2017, the Board of Directors cancelled the MBG Plan and all the respective outstanding options were cancelled.

In October 2014, the Company adopted the Byline Bancorp, Inc. Equity Incentive Plan (“BYB Plan”). The maximum number of shares available for grants under this Plan was 2,476,122 shares. During 2016 and 2015, the Company granted options to purchase 212,400 and 1,634,568 shares, respectively, under this plan. The Company did not grant any stock options during the three months ended March 31, 2018 or during the year ended December 31, 2017. In June 2017, the Board of Directors terminated the BYB Plan and no future grants can be made under this plan. Options to purchase a total of 1,696,270 shares remain outstanding under the BYB Plan at March 31, 2018.

The types of stock options granted under the BYB Plan were Time Options and Performance Options. The exercise price of each option is equal to the fair value of the stock as of the date of grant. These option awards have vesting periods ranging from 1 to 5 years and have 10-year contractual terms. Stock volatility was computed as the average of the volatilities of peer group companies.  

The vesting of Time Options is conditional based on completion of service. Performance Options have conditional vesting based on either performance targets or market performance. Certain Performance Options’ performance goals will be satisfied (in whole or in part) if the Bank achieves various performance targets such as profitability, asset quality, and conditional based on market performance, as outlined in the BYB Plan. Each of the performance goals identified are measured for achievement (or failure to achieve) independent of each other. In October 2017, the Board of Directors determined that the Performance Option goals were satisfied, in whole, and these Performance Options converted to Time Options. As a result of the previous completion of service, 414,894 performance options vested on October 3, 2017.

The fair values of the stock options were determined using the Black-Scholes-Merton model for Time Options and a Monte Carlo simulation model for Performance Options. The fair values of options under the BYB Plan were determined using the following assumptions as of the grant dates:

 

 

Time Options Grants

 

 

 

2016

 

 

2015

 

Risk-free interest rate

 

1.34% - 1.40%

 

 

1.68% - 1.85%

 

Expected term (years)

 

5.2 - 5.6

 

 

5.7 - 6.3

 

Expected stock price volatility

 

 

20.39

%

 

16.18%-16.55%

 

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

Weighted average grant date fair value

 

$

3.55

 

 

$

2.25

 

 

 

 

Performance Options Grants

 

 

 

2016

 

 

2015

 

Risk-free interest rate

 

Implied forward rates

 

 

Implied forward rates

 

Expected term (years)

 

Variable

 

 

Variable

 

Expected stock price volatility

 

20.34% - 20.39%

 

 

16.18%-16.55%

 

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

Weighted average grant date fair value

 

$

3.75

 

 

$

1.65

 

42


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

 

The following table discloses the activity in shares subject to options and the weighted average exercise prices, in actual dollars, for the three months ended March 31, 2018:

 

 

BYB Plan

 

 

 

Number of Shares

 

 

Weighted Average Exercise Price

 

 

Intrinsic Value

 

 

Weighted Average Remaining Contractual Term (in Years)

 

Beginning balance

 

 

1,783,020

 

 

$

11.91

 

 

$

19,718

 

 

 

7.6

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(86,750

)

 

 

11.59

 

 

$

949

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance outstanding at March 31, 2018

 

 

1,696,270

 

 

$

11.93

 

 

$

18,663

 

 

 

7.4

 

Exercisable at March 31, 2018

 

 

1,217,507

 

 

$

11.50

 

 

$

13,917

 

 

 

7.3

 

A total of 86,750 stock options were exercised during the three months ended March 31, 2018. During the three months ended March 31, 2018, proceeds from the exercise of stock options were $1.0 million and related tax benefit was $264,000. There were no stock options exercised during the year ended December 31, 2017. No stock options vested during the three months ended March 31, 2018. 

The Company recognizes share-based compensation based on the estimated fair value of the option at the grant date. Forfeitures are estimated based upon industry standards. Share-based compensation expense is included in non-interest expense in the Consolidated Statements of Operations. The following table summarizes stock option compensation expense for the three months ended March 31, 2018 and 2017:

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Total share-based compensation - stock options

 

$

229

 

 

$

286

 

Income tax benefit

 

 

64

 

 

 

113

 

Unrecognized compensation expense

 

 

499

 

 

 

1,466

 

Weighted-average amortization period remaining

 

1.1 years

 

 

1.8 years

 

 

Note 19—Earnings per Share

A reconciliation of the numerators and denominators for earnings per common share computations is presented below. Incremental shares represent outstanding stock options for which the exercise price is less than the average market price of the Company’s common stock during the periods presented. Options to purchase 1,696,270 and 1,798,320 shares of common stock were outstanding as of March 31, 2018 and 2017, respectively. There were 70,798 restricted stock awards outstanding at March 31, 2018.  There were no restricted stock awards outstanding at March 31, 2017.

43


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

The following represent the calculation of basic and diluted earnings per share for the periods presented:

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Net income

 

$

6,768

 

 

$

6,560

 

Less: Dividends on preferred shares

 

 

193

 

 

 

189

 

Net income available to common stockholders

 

$

6,575

 

 

$

6,371

 

Weighted-average common stock outstanding:

 

 

 

 

 

 

 

 

Weighted-average common stock outstanding (basic)

 

 

29,291,179

 

 

 

24,616,706

 

Incremental shares

 

 

622,454

 

 

 

461,721

 

Weighted-average common stock outstanding (dilutive)

 

 

29,913,633

 

 

 

25,078,427

 

Basic earnings per common share

 

$

0.22

 

 

$

0.26

 

Diluted earnings per common share

 

$

0.22

 

 

$

0.25

 

 

Note 20—Stockholders’ Equity

A summary of the Company’s preferred and common stock at March 31, 2018 and December 31, 2017 is as follows:

 

 

 

March 31,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Series B 7.5% fixed non-cumulative perpetual

   preferred stock

 

 

 

 

 

 

 

 

Par value

 

$

0.01

 

 

$

0.01

 

Shares authorized

 

 

50,000

 

 

 

50,000

 

Shares issued

 

 

10,438

 

 

 

10,438

 

Subscription receivable

 

 

 

 

 

 

Shares outstanding

 

 

10,438

 

 

 

10,438

 

Common stock, voting

 

 

 

 

 

 

 

 

Par value

 

$

0.01

 

 

$

0.01

 

Shares authorized

 

 

150,000,000

 

 

 

150,000,000

 

Shares issued

 

 

29,404,048

 

 

 

29,317,298

 

Shares outstanding

 

 

29,404,048

 

 

 

29,317,298

 

 

During 2016, the Company authorized and issued Series B 7.50% fixed-to-floating non-voting, noncumulative perpetual preferred stock with a liquidation preference of $1,000 per share, plus the amount of unpaid dividends, if any, which is redeemable at the Company’s option on or after March 31, 2022. Holders of Series B preferred stock do not have any rights to convert such stock into shares of any other class of capital stock of the Company.

 For the three months ended March 31, 2018, the Company declared and paid dividends on the Series B preferred stock of $193,000, compared to $189,000 for the three months ended March 31, 2017.

   

 


44


BYLINE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table dollars in thousands, except share and per share data) (Unaudited)

 

Note 21—Consolidated Statements of Changes in Accumulated Other Comprehensive Income (Loss) for the Three Months Ended March 31, 2018 and March 31, 2017

 

(dollars in thousands)

 

Unrealized

Gains (Losses)

on Cash Flow

Hedges

 

 

Unrealized Gains

(Losses) on

Available-for

-Sale

Securities

 

 

Total

Accumulated Other

Comprehensive

Income (Loss)

 

Balance, January 1, 2017

 

$

2,233

 

 

$

(9,501

)

 

$

(7,268

)

Other comprehensive income (loss), net of tax

 

 

(18

)

 

 

386

 

 

 

368

 

Balance, March 31, 2017

 

$

2,215

 

 

$

(9,115

)

 

$

(6,900

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2018

 

$

2,913

 

 

$

(8,000

)

 

$

(5,087

)

Reclassification of certain income tax effects from

   accumulated other comprehensive income

 

 

687

 

 

 

(1,450

)

 

 

(763

)

Other comprehensive income (loss), net of tax

 

 

2,893

 

 

 

(6,457

)

 

 

(3,564

)

Balance, March 31, 2018

 

$

6,493

 

 

$

(15,907

)

 

$

(9,414

)

 

 

 

45


 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of Byline Bancorp, Inc.’s financial condition and results of operations and should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this report. The words “the Company,” “we,” “our” and “us” refer to Byline Bancorp, Inc. and its consolidated subsidiaries, unless we indicate otherwise.

Overview

Our business

We are a bank holding company headquartered in Chicago, Illinois and conduct all our business activities through our subsidiary, Byline Bank, a full service commercial bank, and Byline Bank’s subsidiaries. Through Byline Bank, we offer a broad range of banking products and services to small and medium sized businesses, commercial real estate and financial sponsors and to consumers who generally live or work near our branches. In addition to our traditional commercial banking business, we provide small ticket equipment leasing solutions through Byline Financial Group, a wholly-owned subsidiary of Byline Bank, headquartered in Bannockburn, Illinois with sales offices in Texas, Tennessee, North Carolina and New York, and sales representatives in Florida, New Jersey, Michigan and Arizona. Following our acquisition of Ridgestone Financial Services, Inc. (“Ridgestone”) in October 2016, we also participate in U.S. government guaranteed lending programs and originate U.S. government guaranteed loans. Byline Bank was the fifth most active originator of SBA loans in the country and the most active SBA lender in Illinois and Wisconsin, as reported by the SBA for the quarter ended March 31, 2018. As of March 31, 2018, we had consolidated total assets of $3.5 billion, total gross loans and leases outstanding of $2.3 billion, total deposits of $2.5 billion, and total stockholders’ equity of $462.9 million.

Recapitalization

In 2013, our predecessor, Metropolitan Bank Group, Inc. (“Metropolitan”), experienced significant credit and financial losses resulting primarily from the collapse of real estate prices during the severe economic recession occurring during 2007 through 2009 in addition to a number of regulatory and other operational challenges. Despite deterioration in asset quality and financial performance, Metropolitan maintained a high quality deposit base, an attractive branch network and strong customer loyalty, which made it an ideal candidate for a turnaround.

An investment group raised $206.7 million in equity capital to recapitalize and gain control of Metropolitan through a series of transactions by which Metropolitan merged its multiple subsidiary banks into one, and an investor group acquired voting common stock and preferred stock of Metropolitan. The investors formed BXM Holdings, Inc. for the purpose of identifying an investment opportunity in a troubled U.S. banking institution. MBG Investors I, L.P. was the lead investor in the Recapitalization and Mr. del Valle Perochena, a member of our board of directors, is the general partner of MBG Investors I, L.P. and possesses the voting and investment power with respect to the securities beneficially owned by MBG Investors I, L.P. BXM Holdings, Inc. hired Roberto Herencia, the Chairman of our board of directors, and Alberto Paracchini, our President, Chief Executive Officer and Director, to identify an investment opportunity and later to effectuate the Recapitalization. Lindsay Corby, our Executive Vice President and Chief Financial Officer, served as a Principal of BXM Holdings, Inc. at the time of the Recapitalization. BXM Holdings, Inc. no longer conducts any operations. At the time of the Recapitalization, Metropolitan owned five banking subsidiaries that operated under 12 different brand names in the Chicago metropolitan area.

We accounted for the Recapitalization as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Accordingly, the assets acquired and liabilities assumed were recorded at their fair value on the date of acquisition. Fair value amounts were determined in accordance with the guidance provided in ASC Topic 820, Fair Value Measurements (“ASC 820”). In many cases, the determination of the fair value required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature. The transaction qualified for federal income tax purposes as a recapitalization under Section 368(a)(1)(E) of the Code and resulted in carryover treatment of the existing tax bases and tax loss carryforwards, although the utilization of tax attributes (including net operating loss carryforwards and tax credits) became subject to limitations under Sections 382 and 383 of the Code.

46


 

Small Ticket Leasing Acquisition

On October 10, 2014, Byline Bank acquired certain assets and liabilities related to the small ticket leasing operation of Baytree National Bank and Trust Company and Baytree Leasing Company LLC (collectively, “Baytree”). The purchase was accounted for under the acquisition method of accounting in accordance with ASC 805 and resulted in lease financing receivables of $42.0 million and goodwill of $4.5 million. There are no contingent assets or liabilities remaining from the acquisition.

In a separate but related transaction, on September 3, 2014, Byline Bank purchased approximately $55.7 million of direct finance leases that Baytree had sold to a third party. We have grown our leasing portfolio to $181.5 million as of March 31, 2018.

Ridgestone Acquisition

On October 14, 2016, we completed the acquisition of Ridgestone Financial Services, Inc., under the terms of a definitive merger agreement (the “Ridgestone Agreement”). As of the acquisition date, Ridgestone had $447.4 million in assets, including $347.3 million of loans, $14.7 million of loans held for sale, $27.2 million of securities, $21.5 million of servicing assets and total deposits of $358.7 million. Ridgestone’s loan portfolio was primarily comprised of the retained unguaranteed portion of U.S. government guaranteed loans as a participant in the SBA and USDA lending programs. 

As a result of the acquisition, each share of Ridgestone common stock was converted into the right to receive, at the election of the stockholder and subject to proration under the terms of the Ridgestone Agreement, either cash or shares of the Company’s common stock, or a combination of both. Total consideration included aggregate cash consideration in the amount of $36.8 million and the issuance of 4,199,791 shares of the Company’s common stock valued at $16.25 per common share. There were no contingent assets or liabilities arising from the acquisition.

As a result of the Ridgestone acquisition, we:

 

Grew consolidated total assets from $2.8 billion to $3.3 billion as of October 14, 2016, after giving effect to acquisition accounting adjustments;

 

Increased total loans from $1.7 billion to $2.1 billion as of October 14, 2016;

 

Increased total deposits from $2.2 billion to $2.6 billion as of October 14, 2016;

 

Expanded our employee base from 684 full time equivalent employees to 834 full time equivalent employees as of October 14, 2016; and

 

Expanded our footprint through the addition of two full-service banking offices in Brookfield, Wisconsin, and Schaumburg, Illinois. In addition, Ridgestone had loan production offices located in Wisconsin (Green Bay and Wausau), Indiana (Indianapolis) and California (Newport Beach) where we continue to operate.

We determined that the Ridgestone acquisition constituted a business combination as defined by ASC 805. Accordingly, the assets acquired and liabilities assumed were recorded at their fair value amount on the date of acquisition. Fair value was determined in accordance with the guidance provided in ASC 820. The fair values may be adjusted through the end of the measurement period, which closes at the earlier of the Company receiving all necessary information to complete the acquisition or one year from the date of acquisition. The fair value adjustments associated with this transaction were finalized during the fourth quarter of 2017. The transaction qualified for federal income tax purposes as a recapitalization under Section 368(a)(1)(E) of the Code and resulted in carryover treatment of the existing tax bases and tax loss carryforwards, although the utilization of tax attributes (including net operating loss carryforwards and tax credits) became subject to limitations under Sections 382 and 383 of the Code.

First Evanston Acquisition

On November 27, 2017, the Company and First Evanston Bancorp, Inc. (“First Evanston”) entered into a definitive agreement and plan of merger pursuant to which the Company will acquire First Evanston through the merger of First Evanston with and into the Company, followed immediately by the merger of First Evanston’s wholly owned bank subsidiary, First Bank & Trust, with and into Byline Bank. First Bank & Trust is a commercial bank that operates 11 banking offices in the Chicago area. As of December 31, 2017, First Evanston had approximately $1.2 billion in total assets, $903.3 million in gross loans, and $1.0 billion in total deposits. The consideration to be paid by the Company will consist of $27.0

47


 

million in cash with the remainder in Company stock (currently estimated at 6.7 million shares of common stock). We have received all required approvals and the merger is expected to close by the end of May 2018.

Strategic Branch Consolidation

We continually perform strategic reviews of our existing core banking footprint. With technology improvements and changes to customers’ banking preferences, we examine branch growth potential, customer usage, branch profitability, services provided, markets served and proximity to other locations with a goal of minimizing customer impact and deposit runoff. Since the Recapitalization, our branch network has been reduced from 88 to 56. In April 2018, we announced we have identified six branches and two other facilities within our current network that we believe can be consolidated with minimal impact on our customer service levels, convenience, and business development capabilities. We anticipate these consolidations to occur during June 2018. We will continue to strategically evaluate our locations based on our growth and profitability standards.

We plan to continue to leverage our seasoned management team, the attractive market opportunity in the Chicago metropolitan area, our diversified lending approach and our track record of successfully integrating acquisitions to drive future growth. We believe that having a deep understanding of customers, longstanding ties to the communities in which we operate, a strong market position and exceptional employees allows us to provide the attention, responsiveness and customized service our clients seek while offering a diverse range of products to serve a variety of needs.

Our Initial Public Offering

On June 29, 2017, we completed our initial public offering (the “IPO”) whereby we sold 4,630,194 shares of our common stock at a price to the public of $19.00 per share, resulting in net proceeds to us of $76.8 million after deducting offering related commissions and expenses. In addition, certain selling stockholders participated in the offering and sold an aggregate of 1,924,806 shares of our common stock at the same price per share. Our common stock is currently traded on the New York Stock Exchange under the symbol “BY.” We believe that the capital raised through our IPO will allow us to continue to grow our franchise and increase our market share among small businesses and middle-market companies in the markets we serve.

Critical Accounting Policies and Significant Estimates

Our accounting and reporting policies conform to accounting principles generally accepted in the United States (“GAAP”) and conform to general practices within the industry in which we operate. To prepare financial statements and interim financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgements are based on information available as of the date of the financial statements and, as this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgements inherent in those policies, are critical in understanding our financial statements.

These critical accounting policies and estimates include (i) acquisition‑related fair value computations, (ii) the carrying value of loans and leases, (iii) determining the provision and allowance for loan and lease losses, (iv) the valuation of intangible assets such as goodwill, servicing assets and core deposit intangibles, (v) the determination of fair value for financial instruments, including other-than-temporary-impairment losses, (vi) the valuation of real estate held for sale and (vii) the valuation of or recognition of deferred tax assets and liabilities.

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected to take advantage of this extended transition period, which means that the financial statements included in this report, as well as any financial statements that we file in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as we remain an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments. Additional information about these policies can be found in Note 1 of our audited Consolidated Financial Statements as of December 31, 2017, 2016, and 2015, included in our Annual Report on Form 10-K that we filed with the Securities and Exchange Commission (“SEC”) on March 30, 2018.

48


 

Business Combinations

We account for business combinations under the acquisition method of accounting in accordance with ASC 805. We recognize the fair value of the assets acquired and liabilities assumed as of the date of acquisition, with any excess of the fair value of consideration provided over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Transaction costs are expensed as incurred. Application of the acquisition method requires extensive use of accounting estimates and judgements to determine the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date.

In accordance with ASC 805, the acquiring company retains the right to make appropriate adjustments to the assets and liabilities of the acquired entity for information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period ends as of the earlier of (i) one year from the acquisition date or (ii) the date when the acquirer receives the information necessary to complete the business combination accounting.

Carrying Value of Loans and Leases

Our accounting methods for loans and leases differ depending on whether they are new or acquired loans and leases; and for acquired loans, whether the loans were acquired at a discount as a result of credit deterioration since the date of origination.

Originated Loans and Leases

We account for originated loans and leases and purchased loans and leases not acquired through business combinations as originated loans and leases. The new loans that management has the intent and ability to hold for the foreseeable future are reported at their outstanding principal balances net of any allowance for loan and lease losses, unamortized deferred fees and costs and unamortized premiums or discounts. The net amount of nonrefundable loan origination fees and certain direct costs associated with the lending process are deferred and amortized to interest income over the contractual lives of the new loans using methods which approximate the level yield method. Discounts and premiums are amortized or accreted to interest income over the estimated term of the new loans using methods that approximate the effective yield method. Interest income on new loans is accrued based on the unpaid principal balance outstanding.

Acquired Loans and Leases

Acquired loans and leases are recorded at fair value as of the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan and lease losses is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either acquired impaired or acquired non‑impaired. Acquired impaired loans reflect evidence of credit deterioration since origination for which it is probable that all contractually required principal and interest will not be collected by us. Subsequent to acquisition, we periodically update for changes in cash flow expectations, which is reflected in interest income over the life of the loan as accretable yield. Any subsequent decreases in expected cash flow attributable to credit deterioration are recognized by recording a provision for loan losses.

For acquired non‑impaired loans and leases, the excess or deficit of the loan and lease principal balance over the fair value is recorded as a discount or premium at acquisition and is accreted through interest income over the life of the loan or lease. Subsequent to acquisition, these loans and leases are evaluated for credit deterioration and a provision for loan and lease losses would be recorded when probable loss is incurred. These loans and leases are evaluated for impairment consistent with originated loans and leases.

Provision and Allowance for Loan and Lease Losses

The provision for loan and lease losses reflects the amount required to maintain the allowance for loan and lease losses (“ALLL”) at an appropriate level based upon management’s evaluation of the adequacy of general and specific loss reserves.

The ALLL is maintained at a level that management believes is appropriate to provide for known and inherent incurred loan and lease losses as of the date of the Consolidated Statements of Financial Condition, and we have established methodologies for the determination of its adequacy. The methodologies are set forth in a formal policy and take into consideration the need for an overall general valuation allowance as well as specific allowances that are determined on an individual loan basis. We increase our ALLL by charging provisions for probable losses against our income and decreased by charge‑offs, net of recoveries.

49


 

The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. While management uses available information to recognize losses on loans and leases, changes in economic or other conditions may necessitate revision of the estimate in future periods.

The ALLL is maintained at a level sufficient to provide for probable losses based upon an ongoing review of the originated and acquired non‑impaired loan and lease portfolios by portfolio category, which include consideration of actual loss experience, peer loss experience, changes in the size and risk profile of the portfolio, identification of individual problem loan and lease situations which may affect a borrower’s ability to repay, and evaluation of prevailing economic conditions.

For acquired impaired loans, a specific valuation allowance is established when it is probable that we will be unable to collect all of the cash flows expected at acquisition, plus the additional cash flows expected to be collected arising from changes in estimates after acquisition.

The originated and non‑impaired acquired loans have limited delinquency and credit loss history and have not yet exhibited an observable loss trend. The credit quality of loans in these loan portfolios are impacted by delinquency status and debt service coverage generated by the borrowers’ businesses and fluctuations in the value of real estate collateral.

Acquired non‑impaired loans and originated loans are considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreements. All acquired non‑impaired loans and originated loans of $100,000 or greater with an internal risk rating of substandard or below and on nonaccrual, as well as loans classified as troubled debt restructurings (“TDR”), are reviewed individually for impairment on a quarterly basis.

Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase consideration over the fair value of net assets acquired in connection with the Recapitalization and acquisitions using the acquisition method of accounting. Goodwill is not amortized but is periodically evaluated for impairment under the provisions of ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”).

Impairment testing is performed using either a qualitative or quantitative approach at the reporting unit level. Our goodwill is allocated to Byline Bank, which is our only applicable reporting unit for the purposes of testing goodwill for impairment. We have selected November 30 as the date to perform the annual goodwill impairment test. Additionally, we perform a goodwill impairment evaluation on an interim basis when events or circumstances indicate impairment potentially exists.

Servicing Assets

Servicing assets are recognized separately when they are acquired through sales of loans or when the rights to service loans are purchased. When loans are sold, servicing assets are recorded at fair value in accordance with ASC Topic 860, Transfers and Servicing (“ASC 860”). Fair value is based on market prices for comparable servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The fair value of servicing rights is highly sensitive to changes in underlying assumptions. Changes in the prepayment speed and discount rate assumptions have the most significant impact on the fair value of servicing rights. See Note 7 and Note 16 of our Unaudited Interim Condensed Consolidated Financial Statements as of March 31, 2018, included in this report, for additional information.

Core Deposit Intangible

Other intangible assets primarily consist of core deposit intangible assets. In valuing core deposit intangibles, we consider variables such as deposit servicing costs, attrition rates and market discount rates. Core deposit intangibles are reviewed annually, or more frequently when events or changes in circumstances occur that indicate that their carrying values may not be recoverable. If the recoverable amount of the core deposit intangibles is determined to be less than its carrying value, we would then measure the amount of impairment based on an estimate of the fair value at that time. We also evaluate whether the events or circumstances have occurred that warrant a revision to the remaining useful lives of intangible assets. In cases where a revision is deemed appropriate, the remaining carrying amounts of the intangible assets are amortized over the revised remaining useful life. Core deposit intangibles are currently amortized over a ten year period.

50


 

Fair value of Financial Instruments

ASC Topic 820, Fair Value Measurement defines fair value as the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between market participants at the measurement date.

The degree of management judgment involved in determining the fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market prices and parameters are not available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, we would use valuation techniques requiring more management judgment to estimate the appropriate fair value measurement.

See Note 18 of Byline’s Consolidated Financial Statements as of December 31, 2017, 2016, and 2015, included in our Form 10-K, for a complete discussion of our use of fair value of financial assets and liabilities and their related measurement practices.

Valuation of Real Estate Held for Sale

Other Real Estate Owned (OREO)

OREO includes real estate assets that have been acquired through, or in lieu of, loan foreclosure or repossession and are to be sold. OREO assets are initially recorded at fair value, less estimated costs to sell, of the collateral of the loan, on the date of foreclosure or repossession, establishing a new cost basis. Adjustments that reduce loan balances to fair value at the time of foreclosure or repossession are recognized as charge‑offs in the allowance for loan and lease losses. Positive adjustments, if any, at the time of foreclosure or repossession are recognized in non‑interest expense. After foreclosure or repossession, management periodically obtains new valuations and real estate or other assets may be adjusted to a lower carrying amount, determined by the fair value of the asset, less estimated costs to sell. Any subsequent write‑downs are recorded as a decrease in the asset and charged against other real estate owned valuation adjustments. Operating expenses of such properties, net of related income, are included in non‑interest expense, and gains and losses on their disposition are included in non‑interest expense. Gains on internally financed other real estate owned sales are accounted for in accordance with the methods stated in ASC Topic 360‑20, Real Estate Sales (“ASC 360‑20”). Any losses on the sales of other real estate owned properties are recognized immediately.

Assets Held for Sale

Assets held for sale consist of former branch locations and real estate purchased for expansion. Assets are considered held for sale when management has approved a plan to sell the assets following a branch closure or other events. The properties are being actively marketed and transferred to assets held for sale based at the lower of its carrying value or its fair value, less estimated costs to sell. Adjustments to reduce the asset balances to fair value are recorded at the time of transfer and are recognized through a charge against income. An assessment of the recoverability of other long-lived assets associated with all branches is periodically performed, resulting in impairment losses which are reflected in non-interest expense.

Income Taxes

We use the asset and liability method to account for income taxes. The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the income tax basis of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Our annual tax rate is based on our income, statutory tax rates and available tax planning opportunities. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss carryforwards. We review our deferred tax positions quarterly for changes which may impact realizability. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. We use short and long‑range business forecasts to provide additional information for its

51


 

evaluation of the recoverability of deferred tax assets. It is our policy to recognize interest and penalties associated with uncertain tax positions, if applicable, as components of non‑interest expense.

A deferred tax valuation allowance is established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some of the deferred tax asset will not be realized. See Note 11 of our Consolidated Financial Statements as of December 31, 2017, 2016, and 2015, included in our Annual Report on Form 10-K, for further information on income taxes.

Recently Issued Accounting Pronouncements

Refer to Note 2 of our Interim Unaudited Condensed Consolidated Financial Statements as of March 31, 2018, included in this report, for a description of recent accounting pronouncements, including the effective dates of adoption and anticipated effects on our results of operations and financial condition.

Primary Factors Used to Evaluate Our Business

As a financial institution, we manage and evaluate various aspects of both our results of operations and our financial condition. We evaluate the levels and trends of the line items included in our consolidated balance sheet and income statement as well as various financial ratios that are commonly used in our industry. We analyze these ratios and financial trends against our own historical performance, our budgeted performance and the final condition and performance of comparable financial institutions in our region. Comparison of our financial performance against other financial institutions is impacted by the accounting for acquired non‑impaired and acquired impaired loans.

These factors and metrics described in this prospectus may not provide an appropriate basis to compare our results or financial condition to the results or financial condition of other financial services companies, given our limited operating history and strategic acquisitions since the Recapitalization.

Results of Operations

Overview

Our results of operations depend substantially on net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of interest income on loans and lease receivables, including accretion income on loans and leases, investment securities and other short-term investments, and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also dependent upon our generation of non-interest income, consisting primarily of income from fees and service charges on deposits, servicing fees, ATM and interchange fees, and net gains on sales of investment securities and loans. Other factors contributing to our results of operations include our provisions for loan and lease losses, provision for income taxes, and non-interest expenses, such as salaries and employee benefits, occupancy and equipment expenses and other miscellaneous operating costs.

Our first quarter 2018 results reflect solid growth in net interest income and an expanding net interest margin, offset by higher credit costs primarily related to a single commercial relationship. Net interest margin improved to 4.45% for the first quarter of 2018, compared to 4.00% for the first quarter of 2017. Our total revenues increased by approximately 7.8% compared to the first quarter of 2017, driven primarily by increased loan and lease yields.

52


 

Selected Financial Data

 

 

As of or For the Three Months Ended March 31,

 

(dollars in thousands, except share and per share data)

 

2018

 

 

2017

 

Summary of Operations

 

 

 

 

 

 

 

 

Net interest income

 

$

33,695

 

 

$

29,538

 

Provision for loan and lease losses

 

 

5,115

 

 

 

1,891

 

Non-interest income

 

 

11,428

 

 

 

12,308

 

Non-interest expense

 

 

31,919

 

 

 

28,851

 

Income before provision for income taxes

 

 

8,089

 

 

 

11,104

 

Provision for income taxes

 

 

1,321

 

 

 

4,544

 

Net income

 

 

6,768

 

 

 

6,560

 

Dividends on preferred shares

 

 

193

 

 

 

189

 

Income available to common stockholders

 

$

6,575

 

 

$

6,371

 

Earnings per Common Share

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.22

 

 

$

0.26

 

Diluted earnings per common share

 

$

0.22

 

 

$

0.25

 

Weighted average common shares outstanding (basic)

 

 

29,291,179

 

 

 

24,616,706

 

Weighted average common shares outstanding (diluted)

 

 

29,913,633

 

 

 

25,078,427

 

Common shares outstanding

 

 

29,404,048

 

 

 

24,616,706

 

Key Ratios (annualized where applicable)

 

 

 

 

 

 

 

 

Net interest margin

 

 

4.45

%

 

 

4.00

%

Cost of deposits

 

 

0.41

%

 

 

0.24

%

Efficiency ratio(1)

 

 

69.04

%

 

 

67.11

%

Non-interest income to total revenues(2)

 

 

25.33

%

 

 

29.41

%

Non-interest expense to average assets

 

 

3.85

%

 

 

3.53

%

Return on average stockholders' equity

 

 

5.97

%

 

 

6.83

%

Return on average assets

 

 

0.82

%

 

 

0.80

%

Pre-tax pre-provision return on average assets(2)

 

 

1.59

%

 

 

1.59

%

Non-interest bearing deposits to total deposits

 

 

29.70

%

 

 

28.43

%

Deposits per branch

 

$

45,081

 

 

$

45,190

 

Loans and leases held for sale and loans and lease held for investment to total deposits

 

 

90.66

%

 

 

84.13

%

Deposits to total liabilities

 

 

84.17

%

 

 

88.97

%

Tangible book value per common share(2)

 

$

12.99

 

 

$

11.91

 

Asset Quality Ratios

 

 

 

 

 

 

 

 

Non-performing loans and leases to total loan and leases held for investment, net before ALLL

 

 

1.08

%

 

 

0.41

%

ALLL to total loans and leases held for investment, net before ALLL

 

 

0.77

%

 

 

0.55

%

Net charge-offs to average total loans and leases held for investment, net before ALLL

 

 

0.75

%

 

 

0.19

%

Acquisition accounting adjustments(3)

 

$

28,058

 

 

$

41,024

 

Capital Ratios

 

 

 

 

 

 

 

 

Common equity to assets

 

 

13.07

%

 

 

11.09

%

Tangible common equity to tangible assets(2)

 

 

11.26

%

 

 

9.12

%

Leverage ratio

 

 

12.14

%

 

 

9.59

%

Common equity tier 1 capital ratio

 

 

13.49

%

 

 

10.85

%

Tier 1 capital ratio

 

 

15.30

%

 

 

12.94

%

Total capital ratio

 

 

16.05

%

 

 

13.49

%

53


 

 

(1)

Represents non-interest expense less amortization of intangible assets divided by net interest income and non-interest income.

(2)

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.

(3)

Represents the remaining unamortized premium or unaccreted discount as a result of applying the fair value acquisition accounting adjustment at the time of the business combination on acquired loans.  

We reported consolidated net income for the three months ended March 31, 2018 of $6.8 million compared to net income of $6.6 million for the three months ended March 31, 2017, an increase of $208,000. The increase in net income was primarily attributable to a $4.2 million increase in net interest income and a $3.2 million decrease in provision for income taxes, offset by a $3.1 million increase in non-interest expense, a $3.2 million increase in provision for loan and lease losses, and an $879,000 decrease in non-interest income. The increase in net interest margin during the three months ended March 31, 2018 was primarily driven by increased loan and lease yields during the quarter, and the decrease in provision for income taxes was primarily driven by a decrease in the federal corporate income tax rate as a result of federal tax reform. The increase in provision for loan and lease losses was mainly due to an increase in a specific reserve on a commercial loan relationship, slight credit deterioration in the government guaranteed acquired non-credit impaired portfolio, and an increase to the general reserve driven by new loan originations. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits of $1.7 million as a result of merit increases, organizational growth, higher payroll taxes, and increased employer costs related to benefits, as well as an increase in loan and lease related expenses of $523,000 associated with loan originations during the quarter.

Net income available to common stockholders was $6.6 million or $0.22 per basic and diluted common share for the three months ended March 31, 2018, compared to $6.4 million or $0.26 per basic common share and $0.25 per diluted common share for the three months ended March 31, 2017. Dividends on preferred shares were $193,000 for the three months ended March 31, 2018 compared to $189,000 for the three months ended March 31, 2017.

Our annualized return on average assets for the three months ended March 31, 2018 was 0.82% compared to 0.80% for the three months ended March 31, 2017. Our annualized return on stockholders’ equity was 5.97% for the three months ended March 31, 2018 compared to 6.83% for the three months ended March 31, 2017.  

Net Interest Income

Net interest income, representing interest income less interest expense, is a significant contributor to our revenues and earnings. We generate interest income from interest and dividends on interest-earning assets, which include loans, leases and investment securities we own. We incur interest expense from interest paid on interest-bearing liabilities, which include interest-bearing deposits, FHLB advances, junior subordinated debentures and other borrowings. To evaluate net interest income, we measure and monitor (i) yields on our loans and other interest-earning assets, (ii) the costs of our deposits and other funding sources, (iii) our net interest spread, and (iv) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized net interest income divided by average interest-earning assets. Because non-interest-bearing sources of funds, such as non-interest-bearing deposits and stockholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these non-interest-bearing sources.

We also recognize income from the accretable discounts associated with the purchase of interest-earning assets. Because of the Recapitalization and the acquisition of Ridgestone, we derive a portion of our interest income from the accretable discounts on acquired loans. The accretion is recognized over the life of the loan and is impacted by changes in expected cash flows on the loan. This accretion will continue to have an impact on our net interest income as long as loans acquired with evidence of credit deterioration at acquisition represent a meaningful portion of our interest-earning assets. As of March 31, 2018, acquired loans with evidence of credit deterioration accounted for under ASC Topic 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, represented 13.7% of our total loan portfolio.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and non-interest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. In addition, our interest income includes the accretion of the discounts on our acquired loans, which will also affect our net interest spread, net interest margin and net interest income.

54


 

The following table presents, for the periods indicated, information about (i)  average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. Yields have been calculated on a pre-tax basis (dollars in thousands).  

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

 

 

Average

Balance(5)

 

 

Interest

Inc / Exp

 

 

Average

Yield /

Rate

 

 

Average

Balance(5)

 

 

Interest

Inc / Exp

 

 

Average

Yield /

Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

38,490

 

 

$

80

 

 

 

0.85

%

 

$

35,864

 

 

$

48

 

 

 

0.54

%

Loans and leases(1)

 

 

2,275,274

 

 

 

33,654

 

 

 

6.00

%

 

 

2,194,984

 

 

 

28,396

 

 

 

5.25

%

Securities available-for-sale

 

 

628,879

 

 

 

3,623

 

 

 

2.34

%

 

 

623,144

 

 

 

3,210

 

 

 

2.09

%

Securities held-to-maturity

 

 

101,834

 

 

 

611

 

 

 

2.43

%

 

 

122,134

 

 

 

701