VIST Financial Corp. Announces 2011 Fourth Quarter and Full Year Operating Results, and Cash Dividend

News provided by

VIST Financial Corp.

Feb 09, 2012, 04:01 ET

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.

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