Tower Financial Corporation Reports Record Annual Income of $8.1 Million and Announces Dividend

FORT WAYNE, Ind., Feb. 4, 2014 (GLOBE NEWSWIRE) -- Tower Financial Corporation (Nasdaq:TOFC) reported net income of $2.4 million or $0.52 per diluted share for the fourth quarter of 2013, compared with net income of $1.7 million, or $0.36 per diluted share, reported for the fourth quarter of 2012. Year to date earnings for calendar year 2013 were $8.1 million, or $1.73 per diluted share, compared to $5.7 million, or $1.18 per diluted share, for the calendar year 2012.

Our highlights include:

• Our 2013 earnings of $8.1 million are the highest amount in our history. This represents a 41.2 percent increase from our 2012 earnings of $5.7 million.
   
• Fourth quarter 2013 earnings of $2.4 million represent an increase of 40.4 percent from the fourth quarter 2012 and 16.5 percent from the third quarter of 2013.
   
• Our trust and brokerage annual fee income was the highest in our history at $4.5 million, a 16.3 percent increase from 2012. Assets under management were $742.7 million at December 31, 2013, an increase of $70.4 million or 10.5 percent from December 31, 2012.
   
• Asset quality continues its improvement, as our classified assets ratio was 25.7 percent as of December 31, 2013 compared to 32.2 percent at September 30, 2013 and 44.8 percent at December 31, 2012. 
   
• Our board declared a dividend of $0.08 per share to be paid on March 4, 2014 to all shareholders of record as of February 18, 2014. Total dividends paid since we reinstated dividends in August 2012 are $1.24 per common share.

Mike Cahill, President and Chief Executive Officer of Tower Financial Corporation stated, "We believe these record numbers are a reflection of the talent of our team members who have worked tirelessly to make Tower successful. The last three years have resulted in the highest net incomes in our company's fourteen years of existence. 2013 is by far the highest annual net income in our history."

Asset Quality

Our nonperforming assets were $12.9 million, or 1.89 percent of total assets compared to $9.9 million at September 30, 2013 and $18.8 million at December 31, 2012. We had net recoveries for the fourth quarter of $360,000, or 0.31 percent of average loans outstanding compared to net charge-offs of $134,000, or 0.12 percent of average loans outstanding for the third quarter 2013 and $451,000, or 0.39 percent of average loans outstanding for the fourth quarter 2012. During the fourth quarter of 2013, our loan loss provision resulted in a benefit of $1.2 million compared to a benefit in the amount of $850,000 for the third quarter of 2013 and an expense in the amount of $200,000 for the fourth quarter of 2012.

The current and historical breakdown of our non-performing assets is as follows:

The $3.0 million increase in nonperforming assets during the fourth quarter of 2013 relates to two commercial loans to the same borrower in the amount of $4.3 million that were taken to non-accrual status. This loan has been on our substandard loan list in previous quarters with a specific reserve put in place for any potential loan losses. The move to non-accrual status did not cause any changes to the specific reserve. 

When a loan has deteriorated to the point that it is classified as impaired and/or placed on nonaccrual status, a specific reserve or charge-off is recommended utilizing one of three impairment measurement methods (present value of expected cash flows, fair value of the collateral or observable market price). A charge-off will be taken in the place of a specific reserve at the point when facts and recent events support a reliable estimate of the extent and probability of loss. During the fourth quarter, a $4.3 million commercial loan relationship deemed impaired in previous quarters further deteriorated in the final quarter of 2013 to nonaccrual status.  As a result of this movement, our ALLL to nonaccrual ratio dropped to 56.6 percent in the fourth quarter.  Of the $10.5 million loans in nonaccrual status, we have already experienced approximately $400,000 of charge-offs.

Our classified assets, defined as substandard, non-accrual loans, impaired investments, and OREO, decreased by $3.6 million during the fourth quarter to $23.0 million at December 31, 2013 compared to $26.6 million at September 30, 2013 and $35.9 million at December 31, 2012. Our classified assets were 25.7 percent of tier 1 capital plus ALLL (classified assets ratio) as of December 31, 2013 compared to 32.2 percent at September 30, 2013. 

Our total "watch list" loans were $27.1 million compared to $30.0 million at September 30, 2013 and $39.4 million at December 31, 2012. Watch list loans now comprise 5.95 percent of the total loan portfolio. The watch list comprises all non "pass" rated credits. The following table presents the watch list by risk category:

The allowance for loan losses was $5.7 million at December 31, 2013 compared to $6.8 million at September 30, 2013 and $8.3 million at December 31, 2012. Impacting the allowance during the quarter were net recoveries of $360,000 and a loan loss benefit of $1.2 million. The allowance for loan losses was 1.25 percent of total loans at December 31, 2013. This was a decrease from 1.51 percent at September 30, 2013 and from 1.84 percent at December 31, 2012. The allowance for loan losses was 54.7 percent of non-accrual loans as of December 31, 2013 compared to 100.7 percent at September 30, 2013.

Balance Sheet

Our assets were $690.6 million at December 31, 2013, an increase of $6.6 million, or 1.0 percent, from December 31, 2012. The increase is primarily the result of an increase in total loans of $5.3 million, an increase in cash and short-term investments of $27.5 million and the purchase of additional bank owned life insurance policies for $2.8 million, offset by a decrease in long-term investments of $30.6 million.

Our total loans were $455.8 million at December 31, 2013. This was a $5.3 million increase from $450.5 million at December 31, 2012 and a $4.3 million increase from $451.5 million at September 30, 2013. The $5.3 million increase in total loans from December 31, 2012 was the result of an increase in commercial loans of $28.0 million, offset by decreases in commercial real estate loans, residential real estate loans, home equity loans, and consumer loans of $10.6 million, $6.0 million, $4.4 million, and $1.7 million, respectively.

Our investment securities at December 31, 2013 were $143.8 million, a decrease of $30.6 million from December 31, 2012. Investment securities comprise 20.8 percent of total assets. Due to our pending merger transaction with Old National Bank, we sold off $41.8 million in investment securities during the fourth quarter. We recognized a net gain on these sales of $872,000. The sales were completed in order to realize gains and to increase our liquidity heading into the merger transaction. The gains helped offset approximately $500,000 of merger related expenses incurred during the third and fourth quarters of 2013.

Our total deposits increased $37.4 million, or 6.7 percent, to $598.4 million at December 31, 2013 compared to $561.0 million at December 31, 2012. Health Savings Accounts ("HSAs") continue to be the primary driver of deposit growth with an increase of $15.6 million from December 31, 2012. We also experienced growth of $10.1 million in our money market saving accounts, $4.3 million in interest-bearing checking accounts, and $3.9 million in savings accounts. 

Our borrowings were $23.0 million at December 31, 2013 and were comprised of $17.5 million in trust preferred debt and $5.5 million in a fixed rate term borrowing from the Federal Home Loan Bank of Indianapolis ("FHLBI"). This represents a decrease of $31.9 million from our borrowings at the FHLBI at December 31, 2012, as we utilized excess cash from investment sales and deposit growth to reduce our borrowings. 

Our shareholders' equity was $63.3 million at December 31, 2013, a decrease of 0.8 percent from the $63.7 million reported at December 31, 2012. The primary reason for the decrease was a decrease in the unrealized gains, net of tax, on our investment portfolio in the amount of $5.4 million from December 31, 2012. This decrease relates primarily to market value fluctuations in our fixed rate municipal bond investments as a result of an increase in long-term interest rates. Additionally, we paid four quarterly dividends totaling $0.30 per common share, or $1.4 million, one special dividend of $0.25 per common share, or $1.2 million, and used $862,000 of capital to repurchase 70,000 shares of our common stock at average price of $12.32 per share during the first quarter of 2013. Offsetting the decreases in shareholders' equity was net income of $8.1 million. Currently, we have 4,680,551 common shares outstanding. Tangible book value at December 31, 2013 was $13.52 per common share, an increase of 0.5 percent from the $13.46 reported at December 31, 2012.  

Income Statement

Our total revenue, consisting of net interest income and noninterest income, was $8.3 million for the fourth quarter of 2013 compared to $7.3 million for the third quarter of 2013 and $7.6 million for the fourth quarter of 2012. The $1.0 million increase from the prior quarter was primarily due to $872,000 in gains on sales of investment securities during the quarter. 

Net interest income increased $91,000 from the third quarter of 2013 due to an increase of five basis points in our net interest margin to 3.51 percent.  Earning assets remained relatively flat quarter over quarter. Average loans grew by $16.1 million, but were offset by sales on investment securities. 

Noninterest income was $3.1 million for the fourth quarter of 2013, compared to $2.2 million for the third quarter of 2013 and $2.2 million for the fourth quarter of 2012. The primary factor for the large increase was $872,000 of gains on sales of investment securities that occurred during the fourth quarter 2013 compared to $73,000 of gains in the fourth quarter of 2012 and no gains during the third quarter of 2013. Trust and brokerage fees grew to $1.2 million for the fourth quarter of 2013, an increase from the $1.1 million and $962,000 posted for the third quarter 2013 and fourth quarter 2012 respectively. The remainder of the fee income categories remained basically unchanged during the fourth quarter. 

Noninterest expenses were $5.9 million for the fourth quarter of 2013 compared to $5.3 million for the third quarter of 2013 and $5.6 million for the fourth quarter of 2012. The $535,000 increase from the third quarter was primarily due to a $386,000 increase in our OREO expense and a $133,000 increase in employment expenses. The main cause of the change in our OREO expense was that we recorded a $264,000 gain from the sale of a property during the third quarter, and incurred $122,000 of expenses during the fourth quarter. Employment expenses increased primarily due to an increase in profit sharing, as our annual results were better than expected causing an increase in the liability at December 31, 2013. We incurred $229,000 of expenses during the fourth quarter related to the pending merger transaction with Old National Bancorp, compared to $279,000 incurred during the third quarter 2013.

INFORMATION ON PENDING MERGER

In connection with a pending merger between Tower Financial Corporation ("TOFC") and Old National Bancorp ("ONB"), ONB has filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4, which was declared effective by the SEC on December 19, 2013, and includes TOFC's Proxy Statement and a Prospectus of ONB, and each of TOFC and ONB have filed and will file other documents with respect to the proposed merger. A definitive Proxy Statement/Prospectus was mailed to shareholders of TOFC on or about December 19, 2013. Shareholders are urged to read the Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about TOFC and ONB, may be obtained at the SEC's Internet site (http://www.sec.gov). You may also obtain these documents, free of charge, by accessing ONB's website at www.oldnational.com under the tab "Investor Relations" and then under the heading "Financial Information" or from TOFC's website at www.towerbank.net under the tab "Investor Relations" and then under the heading "SEC Filings."

TOFC and ONB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TOFC in connection with the proposed merger. Information about the directors and executive officers of TOFC is set forth in the proxy statement for TOFC's 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 28, 2013. Information about the directors and executive officers of ONB is set forth in the proxy statement for ONB's 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 15, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.

ABOUT THE COMPANY

Headquartered in Fort Wayne, Indiana, Tower Financial Corporation is a financial services holding company with one subsidiary; Tower Bank & Trust Company (Tower Bank), a community bank headquartered in Fort Wayne. Tower Bank provides a wide variety of financial services to businesses and consumers through its six full-service financial centers in Fort Wayne, and one in Warsaw, Indiana. Tower Bank has a wholly-owned subsidiary, Tower Trust Company, which is a state-chartered wealth services firm doing business as Tower Private Advisors. Tower Bank also markets under the HSA Authority brand, which provides Health Savings Accounts to clients in 50 states. Tower Financial Corporation's common stock is listed on the NASDAQ Global Market under the symbol "TOFC." For further information, visit Tower's web site at www.towerbank.net

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements that, by their nature, are predictive and are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about our company.

These forward-looking statements are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance, speak only as of this date, and involve risks and uncertainties related to our banking business, to general business and economic conditions that may affect our business, and to consummation of the pending merger between TOFC and ONB, any or all of which may cause actual results to turn out differently. More detailed information about such risks and uncertainties may be found in our most recent Annual Report on Form 10-K, or, if applicable, in subsequently filed Quarterly Reports on Forms 10-Q, under the captions "Forward-Looking Statements" and "Risk Factors," which we file from time to time with the SEC, as well as in the definitive Proxy Statement/Prospectus mailed to TOFC's shareholders on or about December 19, 2013 and any amendments or supplements to the definitive Proxy Statement/Prospectus under similar captions. These reports are available on the SEC's website at www.sec.gov, as well as on our website at www.towerbank.net.