Press Release Details

EVANSVILLE, Ind. , July 20, 2021 (GLOBE NEWSWIRE) --

CEO COMMENTARY:

SECOND QUARTER HIGHLIGHTS ² :

¹ Non-GAAP financial measure that Management believes is useful in evaluating the financial results of the Company – please refer to the Non GAAP reconciliations contained in this release ² Comparisons are on a linked-quarter basis, unless otherwise note d ³ Includes loans held for sale

RESULTS OF OPERATIONS

Old National Bancorp reported second quarter 2021 net income of $62.8 million, or $0.38 per diluted share.

Included in the second quarter were pre-tax charges of $6.5 million for the recently announced merger with First Midwest Bancorp and $0.4 million for the ONB Way. Excluding these charges from the current quarter and netting out debt securities gains, adjusted net income was $67.4 million, or $0.41 per diluted share.

LOANS
Strong commercial production results in double digit commercial loan growth.

• Period-end total loans were $13,834.8 million at June 30, 2021, a decrease of $140.7 million, or 4.0% annualized, when compared to the $13,975.5 million at March 31, 2021.
• Paycheck Protection Program (PPP) loans declined $403.0 million to $721.1 million at June 30, 2021, compared to $1,124.1 million at March 31, 2021.
• Excluding the $403.0 million decrease in PPP loans during the quarter, total loans increased $262.3 million, or 8.2% annualized.
• Excluding PPP loans, total commercial loans increased $250.2 million, or 11.1% annualized.
• Total commercial loan production in the second quarter was $1.1 billion; period-end pipeline totaled $2.6 billion.
• Consumer loans increased $0.4 million to $1,579.4 million and residential mortgage loans increased $11.8 million to $2,215.1 million.
• Average total loans in the second quarter were $13,995.3 million, an increase of $163.1 million from the first quarter of 2021.
• Excluding PPP loans, average total loans in the second quarter increased $155.4 million from the first quarter of 2021.

DEPOSITS
Period-end deposit balances remain steady.

• Period-end total deposits were $17,868.9 million at June 30, 2021, an increase of $19.2 million, or 0.4% annualized, when compared to the $17,849.8 million at March 31, 2021.
• Noninterest-bearing deposits increased $51.7 million to $6,142.7 million at June 30, 2021 from $6,091.1 million at March 31, 2021.
• On average, total deposits in the second quarter increased $511.3 million to $17,853.1 million, compared to $17,341.8 million in the first quarter of 2021.

NET INTEREST INCOME AND MARGIN
Deposit and funding costs continue to decline.

• Net interest income increased to $149.9 million in the second quarter of 2021 compared to $148.1 million in the first quarter of 2021.
• The net interest margin on a fully taxable equivalent basis decreased 3 basis points to 2.91% compared to 2.94% in the first quarter of 2021.
• PPP interest and net fees combined were $11.9 million, or 9 basis points of net interest margin, in the second quarter of 2021 compared to $12.6 million, or 10 basis points of net interest margin, in the first quarter of 2021.
• Accretion income was $5.1 million, or 10 basis points of net interest margin, in the second quarter of 2021 compared to $4.7 million, or 9 basis points of net interest margin, in the first quarter of 2021.
• Interest collected on nonaccrual loans was $1.2 million, or 2 basis points of net interest margin, in the second quarter of 2021 compared to $0.6 million, or 1 basis point of net interest margin, in the first quarter of 2021.
• The cost of total deposits declined 1 basis point to 0.06% in the second quarter of 2021 while the cost of total interest-bearing deposits decreased 2 basis points to 0.09%.

CREDIT QUALITY
Strong credit quality remains a hallmark of the Old National franchise.

• Old National recorded a provision recapture in the second quarter of 2021 of $4.9 million, compared to $17.4 million in provision recapture recorded in the first quarter of 2021.
• Net recoveries in the second quarter were $336 thousand, compared to net recoveries of $5 thousand in the first quarter of 2021.
• 30-89 day delinquencies were 0.09% at the end of the second quarter.
• Non-performing loans decreased as a percentage of total loans to 1.03%.
• Loans acquired from previous acquisitions were recorded at fair value at the acquisition date. As of June 30, 2021, the remaining discount on these acquired loans was $40.8 million.
• The allowance for credit losses stood at $109.4 million, or 0.79% of total loans at June 30, 2021.

NONINTEREST INCOME
Noninterest income decreased primarily due to lower mortgage banking revenue.

• Total noninterest income for the second quarter of 2021 was $51.5 million, a decrease of $5.2 million from the first quarter of 2021.
• Mortgage banking revenue decreased $8.7 million when compared to the first quarter of 2021, due to a decline in pipeline valuation and lower gain on sale margins.
• Capital markets income increased $2.2 million when compared to the first quarter of 2021.
• Gains on sales of debt securities decreased $1.3 million when compared to the first quarter of 2021.

NONINTEREST EXPENSE
Second quarter expense increase driven primarily from annual merit and additional incentives.

• Noninterest expense for the second quarter of 2021 was $129.6 million and included $6.5 million in diligence, integration and merger charges, $0.4 million in ONB Way charges and $1.8 million in tax credit amortization.
• Excluding these items, adjusted noninterest expense for the second quarter was $120.9 million, compared to the $115.0 million in adjusted noninterest expense in the first quarter of 2021.
• Salaries and employee benefits increased $4.5 million when compared to the first quarter of 2021.
• The second quarter efficiency ratio was 62.05%, while the adjusted efficiency ratio was 57.74%.

INCOME TAXES

• On a fully taxable-equivalent basis, income tax expense in the second quarter was $17.4 million, resulting in a 21.7% FTE tax rate.
• Income tax expense included $1.0 million in tax credit benefit.

CAPITAL AND LIQUIDITY
Capital ratios remain strong.

• At the end of the second quarter, preliminary total risk-based capital was 12.73% and preliminary regulatory tier 1 capital was 11.95%.
• Tangible common equity to tangible assets was 8.47% at the end of the second quarter compared to 8.38% in the first quarter of 2021.
• The Company did not repurchase any shares of common stock during the second quarter.
• A low loan to deposit ratio of 77.4%, combined with existing funding sources plus available unencumbered, high-quality collateral, provides strong liquidity.

NON-GAAP RECONCILIATIONS

⁴ Tax-effect calculations use the current statutory FTE tax rates (federal + state)

⁵ Tax-effect calculations use the current statutory FTE tax rates (federal + state)

CONFERENCE CALL AND WEBCAST
Old National will host a conference call and live webcast at 8:00 a.m. Central Time on Tuesday, July 20, 2021, to review second-quarter 2021 financial results. The live audio webcast link and corresponding presentation slides will be available on the Company’s Investor Relations web page at oldnational.com and will be archived there for 12 months. To listen to the live conference call, dial U.S. (877) 660-9071 or International (929) 517-9523, Conference I.D. 7447647. A replay of the call will also be available from 11 a.m. Central Time on July 20 through August 3. To access the replay, dial (855) 859-2056, Conference ID Code 7447647.

ABOUT OLD NATIONAL
Old National Bancorp (NASDAQ: ONB), the holding company of Old National Bank, is the largest bank holding company headquartered in Indiana. With $23.7 billion in assets, it ranks among the top 100 banking companies in the U.S. and has been recognized as a World’s Most Ethical Company by the Ethisphere Institute for ten consecutive years.  Since its founding in Evansville in 1834, Old National Bank has focused on community banking by building long-term, highly valued partnerships and keeping our clients at the center of all we do. This is an approach to business that we call The ONB Way. Today, Old National’s footprint includes Indiana, Kentucky, Michigan, Minnesota and Wisconsin. In addition to providing extensive services in retail and commercial banking, Old National offers comprehensive wealth management, investment and capital market services. For more information and financial data, please visit Investor Relations at oldnational.com.

USE OF NON-GAAP FINANCIAL MEASURES
This earnings release contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Old National’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the tables of this release.

FORWARD-LOOKING STATEMENTS
This communication includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Old National’s future plans, objectives, performance, revenues, growth, profits, operating expenses or Old National’s underlying assumptions; First Midwest’s and Old National’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of expected losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “will,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

Additionally, forward‐looking statements speak only as of the date they are made; Old National does not assume any duty, and does not undertake, to update such forward‐looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Old National. Such statements are based upon the current beliefs and expectations of the management of Old National and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Midwest and Old National; the outcome of any legal proceedings that may be instituted against First Midwest or Old National; the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of First Midwest and Old National to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where First Midwest and Old National do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate First Midwest’s operations and those of Old National; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; First Midwest’s and Old National’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Old National’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of First Midwest and Old National to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction and other factors that may affect future results of First Midwest and Old National; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on First Midwest, Old National and the proposed transaction; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of First Midwest’s and Old National’s Annual Report on Form 10‐K for the year ended December 31, 2020, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of First Midwest’s and Old National’s Quarterly Report on Form 10‐Q for the quarter ended March 31, 2021, and in other reports First Midwest and Old National file with the U.S. Securities and Exchange Commission (the “SEC”).

ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Old National filed with the SEC a registration statement on Form S‑4 (SEC File No. 333-257536). The registration statement includes a joint proxy statement of First Midwest and Old National, which also constitutes a prospectus of Old National, that will be sent to First Midwest’s and Old National’s shareholders seeking certain approvals related to the proposed transaction.

The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Investors and security holders of First Midwest or Old National and their respective affiliates are urged to read the registration statement on Form S-4, the joint proxy statement/prospectus included within the registration statement on Form S-4 and any other relevant documents filed or to be filed with the SEC in connection with the proposed transaction, as well as any amendments or supplements to those documents, because they will contain important information about First Midwest, Old National and the proposed transaction. Investors and security holders may obtain a free copy of the registration statement, including the joint proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about First Midwest and Old National, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by First Midwest will be made available free of charge in the “Investor Relations” section of First Midwest’s website, https://firstmidwest.com/, under the heading “SEC Filings.” Copies of documents filed with the SEC by Old National will be made available free of charge in the “Investor Relations” section of Old National’s website, https://www.oldnational.com/, under the heading “Financial Information.”

PARTICIPANTS IN SOLICITATION
First Midwest, Old National, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding First Midwest’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 13, 2021, and certain other documents filed by First Midwest with the SEC. Information regarding Old National’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 8, 2021, and certain other documents filed by Old National with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

Media: Kathy A. Schoettlin (812) 465-7269
Investors: Lynell J. Walton (812) 464-1366