VIST FINANCIAL CORP. 
By WYOMISSING, Pa., Feb. 9, 2012 /PRNewswire/ -- VIST Financial Corp. (NASDAQ: VIST) reported a 2.2% increase in core earnings for the twelve months ended December 31, 2011 as compared to the same period in 2010.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited; Dollar amounts in thousands)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------ ------------
2011 2010 2011 2010
---- ---- ---- ----
Core
earnings:
GAAP
pre-
tax net
(loss)
income $(24,595) $1,456 $(20,746) $3,519
Goodwill
impairment 25,069 - 25,069 -
Capital
offering
expense 526 - 526 -
Loss on
sale of
other
real
estate
owned 65 208 1,245 1,640
Net
realized
gains
on
sales
of
securities (601) (226) (1,473) (691)
Net
credit
impairment
loss
recognized
in
earnings 607 79 1,519 850
Nonrecurring
Allegiance
transaction
expense - - 400 -
Pre-tax
core
earnings 1,071 1,517 6,540 5,318
Income
tax
expense 87 129 1,254 147
Total
core
earnings $984 $1,388 $5,286 $5,171
==== ====== ====== ======
The Company's GAAP operating results for three months and twelve months ended December 31, 2011, were significantly reduced by certain non-routine expenses, which primarily included a non-cash goodwill impairment charge of $25.1 million. There was minimal tax benefit associated with this charge. The goodwill impairment charge reflects the Company's fair market value determined as a result of the selection of a merger partner.
On January 26, 2012, the Company announced its definitive merger agreement under which Tompkins Financial Corporation will acquire VIST Financial Corp. VIST Bank will operate as a subsidiary of Tompkins Financial with a separate banking charter, local management team, and local Board of Directors. The transaction is expected to close early in the third quarter of 2012, subject to required regulatory approvals and other customary conditions, including required shareholder approval.
The goodwill impairment charge, which was fully disclosed to Tompkins Financial during the due diligence process, is a non-cash adjustment which has no effect on cash flows, liquidity or tangible capital. Additionally, since goodwill is excluded from regulatory capital, the impairment charge has no impact on regulatory capital ratios. The Company continues to exceed requirements to be considered "well capitalized" in accordance with regulatory capital standards.
"Our company continued to make measurable progress in our core earnings in 2011," said VIST Financial President and CEO Robert D. Davis. "Looking forward, the affiliation with Tompkins will present opportunities for VIST customers and shareholders. I am very pleased with the chemistry between the two organizations. Both have a rich history of serving our clients as a trusted advisor and serving our communities as an outstanding corporate citizen." Davis continued, "Partnering with Tompkins will bring increased financial services capabilities for our clients, while enabling VIST to continue our local identity as an independent bank serving our community for more than a century. VIST shareholders will receive an attractive premium to the recent market price and the opportunity to invest in one of the region's premier financial services companies with a strong record of growth in dividends and earnings."
Declaration of Cash Dividend
The Corporation reported that the Board of Directors declared a cash dividend of $0.05 per share on the Company's common stock to shareholders of record on February 20, 2012 payable February 27, 2012.
VIST Financial Corp. is diversified financial services company headquartered in Wyomissing, PA, offering banking, insurance, investments, and wealth management services throughout Berks, Southern Schuylkill, Montgomery, Delaware, Philadelphia and Chester Counties.
NOTE: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). For purposes of this release, management has used the non-GAAP measure of core earnings in its analysis of the Company's performance. This measure, as used by the Company in this press release, adjusts net income determined in accordance with GAAP to exclude the effects of special items that are non-recurring or do not relate directly to the Company's core operating performance, including the goodwill impairment relating to the Company's selection of a merger partner, expenses incurred in connection with the Company's Form S-1 filed during 2011, and net realized gains or losses on securities transactions. Because certain of these items and their impact on the Company's performance are difficult to predict, management believes presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company's core business. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
This release may contain forward-looking statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, estimates, and intentions that are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company's control. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.
Quarterly Earnings Conference Call
As a result of the pending merger agreement with Tompkins Financial, there will be no quarterly earnings conference call.
VIST FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except share data)
December 31,
2011 2010
---- ----
ASSETS
Cash and due from banks $16,361 $15,443
Federal funds sold - 1,500
Interest-bearing deposits in banks 6,314 872
----- ---
Total cash and cash equivalents 22,675 17,815
Securities available for sale 375,691 279,755
Securities held to maturity, fair value of $1,613 and
$1,888 at December 31, 2011 and 2010, respectively 1,555 2,022
Federal Home Loan Bank stock 5,800 7,099
Mortgage loans held for sale 3,365 3,695
Loans, net of allowance for loan losses -$13,914 and
$14,790 at December 31, 2011 and 2010, respectively 893,263 939,573
Covered loans, net of allowance for loan losses -$135
and $0 at December 31, 2011 and 2010, respectively 50,571 66,770
Premises and equipment, net 6,587 5,639
Other real estate owned 3,724 5,303
Covered other real estate owned 596 247
Goodwill 16,513 41,858
Identifiable intangible assets, net 3,319 3,795
Bank owned life insurance 19,830 19,373
FDIC prepaid deposit insurance 2,604 3,985
FDIC indemnification asset 6,381 7,003
Other assets 19,241 21,080
------ ------
Total assets $1,431,715 $1,425,012
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $129,394 $122,450
Interest bearing 1,058,055 1,026,830
--------- ---------
Total deposits 1,187,449 1,149,280
Repurchase agreements 103,362 106,843
Borrowings - 10,000
Junior subordinated debt, at fair value 18,534 18,437
Other liabilities 6,687 8,005
----- -----
Total liabilities 1,316,032 1,292,565
Shareholders' equity:
Preferred stock: $0.01 par value; authorized 1,000,000
shares; $1,000 liquidation
preference per share; 25,000 shares of Series A 5%
(increasing to 9% in 2014) cumulative
preferred stock issued and outstanding; Less: discount of
$1,021 and $ 1,480
at December 31, 2011 and 2010, respectively 23,979 23,520
Common stock, $5.00 par value; authorized 20,000,000
shares; issued:
6,649,087 and 6,546,273 shares at December 31, 2011 and
2010, respectively 33,245 32,732
Stock warrant 2,307 2,307
Surplus 65,626 65,506
Retained (deficit) earnings (10,644) 12,960
Accumulated other comprehensive income (loss) 1,361 (4,387)
Treasury stock: 10,484 shares at cost (191) (191)
Total shareholders' equity 115,683 132,447
------- -------
Total liabilities and shareholders' equity $1,431,715 $1,425,012
========== ==========
VIST FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------ ------------
2011 2010 2011 2010
---- ---- ---- ----
Interest and
dividend
income:
Interest and
fees on
loans $13,672 $13,663 $54,592 $51,158
Interest on
securities:
Taxable 3,008 2,387 11,804 10,920
Tax-exempt 284 377 1,263 1,646
Dividend
income 22 20 87 59
Other
interest
income 27 15 63 304
Total
interest and
dividend
income 17,013 16,462 67,809 64,087
------ ------ ------ ------
Interest
expense:
Interest on
deposits 3,694 3,971 15,103 16,664
Interest on
short-term
borrowings - - 1 18
Interest on
repurchase
agreements 1,197 1,203 4,761 4,789
Interest on
borrowings - 131 7 408
Interest on
junior
subordinated
debt 413 412 1,636 1,464
Total
interest
expense 5,304 5,717 21,508 23,343
----- ----- ------ ------
Net interest
income 11,709 10,745 46,301 40,744
Provision for
loan losses 2,969 2,050 9,036 10,210
Net interest
income after
provision
for loan
losses 8,740 8,695 37,265 30,534
----- ----- ------ ------
Non-interest
income:
Commissions
and fees
from
insurance
sales 3,049 2,723 12,201 11,915
Customer
service fees 396 436 1,673 2,046
Mortgage
banking
activities 305 451 832 1,082
Brokerage and
investment
advisory
commissions
and fees 121 172 610 737
Earnings on
bank owned
life
insurance 120 122 457 423
Other
commissions
and fees 444 437 1,808 1,901
Gain on sale
of equity
interest - - - 1,875
Loss on sale
of other
real estate
owned (65) (208) (1,245) (1,640)
Other income 270 287 156 750
Net realized
gains on
sales of
securities 601 226 1,473 691
Total other-
than-
temporary
impairment
losses:
Total other-
than-
temporary
impairment
losses on
investments (1,519) (85) (1,210) (869)
Portion of
loss
recognized
in other
comprehensive
income 912 5 (309) 19
Net credit
impairment
loss
recognized
in earnings (607) (80) (1,519) (850)
---- --- ------ ----
Total non-
interest
income 4,634 4,566 16,446 18,930
----- ----- ------ ------
Non-interest
expense:
Salaries and
employee
benefits 6,113 5,558 24,115 21,979
Occupancy
expense 1,311 1,141 4,977 4,415
Furniture and
equipment
expense 696 618 2,760 2,559
Outside
processing
services 855 987 3,778 3,908
Professional
services 862 989 3,528 3,093
Marketing and
advertising
expense 351 230 1,575 1,022
FDIC deposit
and other
insurance
expense 387 460 1,827 2,128
Amortization
of
identifiable
intangible
assets 66 126 476 543
Other real
estate owned
expense 291 772 1,704 2,558
Goodwill
impairment 25,069 - 25,069 -
Other expense 1,968 924 4,648 3,740
Total non-
interest
expense 37,969 11,805 74,457 45,945
------ ------ ------ ------
(Loss) income
before
income taxes (24,595) 1,456 (20,746) 3,519
Income tax
(benefit)
expense (781) 108 (165) (465)
---- --- ---- ----
Net (loss)
income (23,814) 1,348 (20,581) 3,984
Preferred
stock
dividends
and discount
accretion 427 420 1,709 1,678
Net (loss)
income
available to
common
shareholders $(24,241) $928 $(22,290) $2,306
======== ==== ======== ======
EARNINGS PER
SHARE DATA
Average
shares
outstanding
for basic
earnings per
common share 6,594,128 6,521,906 6,577,137 6,275,341
Basic (loss)
earnings per
common share $(3.68) $0.14 $(3.39) $0.37
Average
shares
outstanding
for diluted
earnings per
common share 6,618,933 6,558,559 6,617,353 6,317,785
Diluted
(loss)
earnings per
common share $(3.68) $0.14 $(3.39) $0.37
Cash
dividends
declared per
actual
common
shares
outstanding $0.05 $0.05 $0.20 $0.20
Net interest
margin 3.50% 3.43% 3.59% 3.44%
VIST FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED SELECTED FINANCIAL DATA
(Unaudited; Dollars in thousands)
As Of and For The Three-Month Period Ended
------------------------------------------
December 31, September 30, June 30, March 31, December 31,
2011 2011 2011 2011 2010
---- ---- ---- ---- ----
Gross loans outstanding $907,177 $927,850 $933,068 $926,194 $954,363
Gross covered loans
outstanding 50,706 57,032 58,954 62,818 66770
Troubled debt
restructurings
(accruing) 2,749 6,683 8,790 11,115 10,772
Allowance for loan losses
- non-covered 13,914 15,458 15,439 15,283 14,790
NON-PERFORMING ASSETS:
----------------------
Non-accrual loans * $36,344 $31,919 $30,273 $28,120 $26,513
Loans past due 90 days or
more still accruing 239 306 215 456 594
--- --- --- --- ---
Total non-performing loans 36,583 32,225 30,488 28,576 27,107
Other real estate owned 3,724 2,849 2,337 1,769 5,303
----- ----- ----- ----- -----
Total non-performing assets $40,307 $35,074 $32,825 $30,345 $32,410
ASSET QUALITY STATISTICS:
-------------------------
Net charge-offs to
average loans
(annualized) 1.90% 0.84% 0.74% 0.74% 0.75%
Allowance for loan losses
as a percent of loans 1.53% 1.67% 1.65% 1.65% 1.55%
Allowance for loan losses
as a percent of non-
performing loans 38.03% 47.97% 50.64% 53.48% 54.56%
Allowance for loan losses
as a percent of non-
performing assets 34.52% 44.07% 47.03% 50.36% 45.63%
Net charge-offs 4,378 1,958 1,704 1,737 1,678
Non-performing assets to
total assets ** 2.92% 2.46% 2.35% 2.25% 2.39%
Delinquencies (30-89
Days) $12,522 $11,147 $7,177 $9,589 $5,808
Total 30-89 day
delinquencies
(accruing), non-
performing assets and
troubled debt
restructurings
$55,578 $52,904 $48,792 $51,049 $48,990
NON-PERFORMING COVERED
ASSETS:
----------------------
Covered non-accrual
loans $5,581 $5,739 $5,805 $4,036 $4,408
Covered other real estate
owned 596 596 520 711 247
* Inclusive of non-
performing troubled debt
restructurings
** Excludes covered
assets
VIST FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED SELECTED FINANCIAL DATA
(Unaudited; Dollars in thousands)
Average Balance Sheet
---------------------
For the Three Months Ended For the Twelve Months Ended
December 31, December 31,
------------ ------------
2011 2010 2011 2010
---- ---- ---- ----
Assets
Federal funds sold $- $33,139 $5,446 $28,128
Interest bearing deposits in banks 29,212 2,159 13,622 18,233
Securities 365,100 280,286 324,192 271,533
Mortgage loans held for sale 3,799 4,766 2,022 2,620
Loans:
Commercial loans 771,401 770,692 771,685 738,105
Consumer loans 104,059 119,006 109,116 124,496
Mortgage loans 47,667 51,781 49,666 50,506
------ ------ ------ ------
Total loans 923,127 941,479 930,467 913,107
Covered loans 52,593 30,968 57,601 7,805
Interest earning assets 1,373,831 1,292,797 1,333,350 1,241,426
--------- --------- --------- ---------
Goodwill and intangible assets 44,748 45,161 45,283 44,410
Non interest-earning assets 62,444 67,661 68,559 70,694
Total assets $1,481,023 $1,405,619 $1,447,192 $1,356,530
---------- ---------- ---------- ----------
Liabilities and shareholders' equity
Deposits:
Non-interest bearing $136,683 $119,310 $123,479 $111,791
Interest bearing:
NOW, money market and savings 636,228 518,621 589,598 506,459
Time deposits 437,558 482,542 466,098 452,587
-------
Total interest bearing deposits 1,073,786 1,001,163 1,055,696 959,046
---------
Total deposits 1,210,469 1,120,473 1,179,175 1,070,837
--------- --------- --------- ---------
Repurchase agreements 104,401 108,684 105,224 111,265
Federal funds purchased 364 - 233 3,650
Borrowings - 13,043 247 11,041
Junior subordinated debt 18,589 18,017 18,523 19,166
Total interest bearing liabilities 1,197,140 1,140,907 1,179,923 1,104,168
--------- --------- --------- ---------
Non-interest bearing liabilities 7,403 9,844 7,591 8,597
Shareholders' equity 139,797 135,558 136,199 131,974
Total liabilities and shareholders equity $1,481,023 $1,405,619 $1,447,192 $1,356,530
---------- ---------- ---------- ----------
SOURCE VIST Financial Corp.
