CIB Marine Bancshares Inc (CIBH)

[chainma1l]

CIB Marine Bancshares, Inc. Announces Details of Plan to Repurchase All Preferred Stock
Annual Meeting to be Rescheduled for a Later Date

July 26, 2021 05:00 ET | Source: CIB Marine Bancshares, Inc.


BROOKFIELD, Wis., July 26, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIB Marine”) (OTCQB: CIBH) announced an agreement with Hildene Capital Management, LLC (including their affiliated investment funds, Hildene Opportunities Master Fund, Ltd. and Hildene Opportunities Master Fund II, Ltd., collectively “Hildene”) on a plan for the repurchase and retirement of all preferred stock over the next four years, including an initial repurchase in 2021 of $18 million for roughly half of the currently outstanding preferred stock, at a price of $825 per share.

Implementation of the preferred stock repurchase plan will require amendment of the Company’s Articles of Incorporation. Accordingly, the Company’s proposed Second Amended and Restated Articles of Incorporation will be submitted to all classes of common and preferred shareholders for a vote at separate meetings of such shareholders expected to be held in September of this year.

If the Company’s shareholders approve the Second Amended and Restated Articles of Incorporation, the Company intends to repurchase all shares of preferred stock at $825 per share (a 17.5% discount from the $1,000 per share liquidation preference value) by the end of 2025. The initial repurchase of $18 million of outstanding preferred shares, comprising a pro rata repurchase of Series A and Series B preferred shares from each preferred shareholder, is expected to be concluded by the end of 2021. Following the initial repurchase, the Company intends to engage in periodic repurchases of Series A preferred shares until fully retired, and thereafter Series B preferred shares until fully retired. Subsequent repurchases after the initial repurchase would be in such amounts and at such times as determined by the CIB Marine Board of Directors but are expected to culminate in the repurchase of all preferred stock by the end of 2025. Each repurchase transaction is subject to CIB Marine obtaining all regulatory approvals, including approval from the FDIC, State of Illinois, and Federal Reserve.

The agreement also concludes the proxy contest initiated by Hildene in conjunction with CIB Marine’s upcoming annual meeting of shareholders and aligns the interests of CIB Marine and Hildene in support of the repurchase plan described above. Additional information regarding the agreement and the proposed Second Amended and Restated Articles of Incorporation will be included in the Company’s proxy statement for the rescheduled 2021 Annual Shareholder Meeting.

J. Brian Chaffin, CEO of CIB Marine said, “This agreement represents a significant step forward for the Company in the long process of trying to retire the outstanding preferred stock. We and Hildene are aligned in pursuit of the same goal, and with this agreement, we have a means to achieve that goal.”

The proposal to approve the Second Amended and Restated Articles of Incorporation was not included in either the Company’s white proxy card or Hildene’s blue proxy card issued for the 2021 Annual Shareholder Meeting, which was adjourned until July 29, 2021. Accordingly, the Annual Meeting has been canceled and will be rescheduled for a later date. A new Proxy Statement will be distributed to all shareholders and will include a proposal to approve the Second Amended and Restated Articles of Incorporation. The previously executed proxy cards submitted for the now-canceled Annual Meeting will be voided.

Mark Elste, Chairman of the Board of CIB Marine concluded, “The Board of Directors of CIB Marine greatly appreciates the dedication and hard work put into this process. An agreed means for repurchasing the outstanding preferred stock is a critical issue that needs to be resolved as part of the Company’s strategic capital plan. We thank our shareholders for their input and assistance as we worked through this process. We look forward to working with you in the next phase as we seek common and preferred shareholder approval, followed by the execution of the preferred stock repurchases.”

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

?FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]

[XM ROCKS]

I’m going to be on vacation next week. I will be unable to make the shareholder meeting. My vote still stands -white proxy!! I am NOT going to some offshore hedge fund headquarters either!!! Thanks to all the directors. The amount of work trying to jump through all the regulatory hurdles, the negotiating, all the legal issues, dealing with common shareholders interest and the hedge fund cronies has been exhausting I’m sure. Once this is our rear view mirror, I think we need to have a celebration!

[chainma1l]

The preferred shareholders should get market value for their shares. Problem is that as the company keeps performing well, the market for those shares just keeps going up.
They should probably be swapped for commons in some amount/ratio. With the stock trading so far under book, that might be the smart move for the preferred shareholders. I don't know how all of that shakes out, but in general, I think that would make sense.
Sounds like Chaffin is still working for all shareholders, though. I am happy he's in charge.

“Finally, we know our shareholders are anxiously awaiting news on the status of negotiations regarding our plan to repurchase preferred stock. Progress has been slower than expected, but continues. We ask for your patience as we work through the process. If we are able to reach an agreement on a proposal that will benefit all shareholders, we will present it for approval in a new proxy statement. If such an agreement is not possible, we will notify shareholders and the Annual Meeting will proceed as currently scheduled on July 29th,” he concluded.

[chainma1l]

This should be good for a nickel.
Actually it SHOULD be good for at least $10, but will probably likely yield a nickel.
https://finance.yahoo.com/news/cib-marine-bancshares-inc-announces-090000084.html

[XM ROCKS]

Every day that goes by in July, is one day closer until the four year preferred share purchase can begin. This will get that burden off the common shareholders. Have a great 4th of July!!!

[chainma1l]

52 week high in sight. Going to be difficult to get there without it coming down to meet the current share price. Hopefully the business continues to execute. I don't mind a slow slog in the right direction.

[XM ROCKS]

A locally owned bank just acquired another bank at a multiple of 1.34 x tangible book value. Deals are still happening. CIBM is not for sale. If it was, the valuation of the common would be $44.00/share based upon a tangible book value of $33.00. I can live with that. Every day we are closer to getting the deal done. If the regulators approve, and the deal gets done, we should see the common stock rise up. I can live with that!!!!! Have a good weekend. Looks like nobody is selling, and the floor may be $25.00 at this point.

[chainma1l]

https://seekingalpha.com/article/4432823-axsome-therapeutics-pdufa-ahead

[XM ROCKS]

Looks like $24.00 is the new floor......I like that!!! Days are ticking by.......and the late July meeting/deadline is coming up soon. I hope there is progress being made towards the goal of purchasing all the preferred shares in four years.....I’m sure management is working overtime trying to pull this off.

[XM ROCKS]

I “painted the tape” at the end. A few cents more per share doesn’t change my DCA on the 100 share buy...... nice to see a 6 figure change in the portfolio.......8 figure if you count the cents!!!

[chainma1l]

I like that kind of move on that kind of volume! Still need to get back above $2 (x15), though! May do that on a few thousand shares.

[XM ROCKS]

Not much for sale........hahahahaha!

[chainma1l]

https://alluvial.substack.com/p/three-quick-ideas

[Leslie Salt]

There was a nice mention and write up by Alluvial Capital.

[XM ROCKS]

So it appears that the repurchase agreement of ALL preferred shares will occur. Once that is done, hopefully the fifth year we will finally get some rewards for being patient. We should get a nice valuation of the common shares when the third proposal is brought up for a vote.
If Hildene doesn’t play fair, the votes will stick from the first count. I’m sure they did NOT have the votes. Give and take is good. I hope this deal gets done and we have NO dilution to the commons. It will be glad to not be held hostage by people wanting to take advantage of the common shareholders........if ya wanted to vote, you should have bought the commons!!!!

[gumzsa]

News out

CIB Marine Bancshares, Inc. Announces Plans to Adjourn Annual Meeting to a Later Date

BROOKFIELD, Wis., May 17, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIB Marine”) (OTCQB: CIBH), announced its plans to open and immediately adjourn its Annual Meeting of Shareholders scheduled for May 19, 2021. The Company plans to adjourn the Annual Meeting until July 29, 2021 at 1:00 P.M. (local time) at 19601 West Bluemound Road, Brookfield, Wisconsin, in order to allow it to conclude several steps required to institute its previously announced plan to repurchase all of its preferred stock over the next four years (the “Repurchase Plan”). Those steps include, conducting a preliminary Section 382 analysis of the impact of expected 2021 pro rata preferred stock repurchases under the Repurchase Plan on the Company’s existing deferred tax assets; finalizing a definitive agreement with Hildene Capital Management, LLC and Hildene Opportunities Master Fund, Ltd. (collectively, “Hildene”) related to the Repurchase Plan; preparing a Second Amended and Restated Articles of Incorporation (the “Articles”) to permit the activities contemplated by the Repurchase Plan; and obtaining all necessary regulatory approvals. All four steps are underway and we will provide further details as these steps are finalized.

The record date established for the Annual Meeting remains unchanged at this time. All proxies that have been properly submitted to date remain valid and will be voted at the July 29th meeting unless properly revoked. No further action is required at this time from common shareholders. If you have any questions about the adjourned meeting, please contact VP of Shareholder Relations, Liz Neighbors at [phone] or [e-mail].

Common and preferred shareholders of CIB Marine should anticipate the likelihood that the Company will cancel the adjourned Annual Meeting prior to July 29th, and reschedule it for a later date by issuing a new Proxy Statement with a third proposal which will further amend and restate the Articles to permit the Repurchase Plan.

For further clarification, please see the following table:

Date Action
May 19: Open & adjourn meeting to July 29th.
May 19 – July 29: CIB Marine will continue to pursue the following prerequisites:
Obtain all regulatory approvals;
Execution of a definitive agreement with Hildene;
Preparation of a Second Amended and Restated Articles of Incorporation, which we believe is acceptable in form to all shareholder groups; and
Completion of a preliminary Section 382 analysis with results indicating the 2021 repurchase transaction is not expected to trigger a change in control.
If all prerequisites are met prior to July 29:
Date TBD The July 29th meeting will be cancelled and rescheduled for a later date to vote on the following proposals:
Director Nominees
Second Amended and Restated Articles of Incorporation
Ratification of Auditors
(A new record date will be set, and new proxy materials mailed to all shareholders.)
If one or more prerequisites are not met prior to July 29:
July 29: The Annual Meeting will be held and all properly submitted white or blue proxy cards will be tabulated on the following proposals:
Director Nominees
Ratification of Auditors
J. Brian Chaffin, the Company’s President & CEO stated, “It is our desire and our expectation that the adjourned Annual Meeting scheduled for July 29th will be canceled and a new Annual Meeting will take place later this summer. At that time, the Article amendment and restatement to authorize the Repurchase Plan will be voted upon by our common shareholders and, immediately following that meeting, the preferred stockholders will vote on the same amendment and restatement. The Repurchase Plan cannot be implemented without the approval of the requisite number of shares of common, Series A preferred, and Series B preferred stock.” He concluded, “We continue to work diligently to meet the four prerequisites discussed and look forward to presenting the terms of the Repurchase Plan to all of our shareholders.”

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]





Source: CIBM Bank
© 2021 GlobeNewswire, Inc.

[XM ROCKS]

Looks like $22.00 may be the new floor........anxious to see what the next 5 years brings!!!!

[chainma1l]

They better not put any of them on the board or I'll be pissed.
My guess is Hildene asked for an absurd amount of money and board seats knowing they would get less in a negotiation.

[gumzsa]

It never hit my main news feed. But just found it on otcmarkets.


IB Marine Bancshares, Inc. Announces Agreement in Principle with Hildene Capital and Postponement of Annual Meeting

BROOKFIELD, Wis., April 27, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIB Marine”) (OTCQB: CIBH), today issued a letter to its shareholders announcing that it has reached an agreement in principle with Hildene Capital Management, LLC and Hildene Opportunities Master Fund I, Ltd. (collectively, “Hildene”) regarding a plan for the repurchase by CIB Marine of all of its preferred stock over the next four years (the “Repurchase Plan”) and that it has postponed its Annual Meeting of Shareholders (the “Annual Meeting”) for three weeks to allow it time to seek regulatory approvals, finalize negotiations, and document the Repurchase Plan and a related amendment to the Company’s Articles of Incorporation.

The postponed meeting is currently scheduled to be held on May 19, 2021 at 1:00 p.m. (local time) at 19601 West Bluemound Road, Brookfield, Wisconsin; however, if CIB Marine receives all required regulatory approvals and a definitive agreement is executed by all parties, the Annual Meeting will be further rescheduled for a later date in order to accommodate the addition of a third proxy proposal to approve an amendment to the Company’s Articles of Incorporation, which would be necessary to implement the Repurchase Plan and would require the approval of common and preferred shareholders. Additional details are provided in a letter to CIB Marine shareholders, which is available along with other Annual Meeting materials on CIB Marine’s website: www.cibmarine.com/2021AnnualMeeting.asp.

J. Brian Chaffin, CIB Marine’s President and CEO commented, “Reaching an agreement on a preferred stock repurchase plan is an important step forward for the Company. We believe essential terms have been agreed to and look forward to documenting the definitive agreement and getting regulatory approvals for the 2021 repurchases. We appreciate the efforts of all parties that have worked toward a fair and reasonable resolution, which we believe will benefit CIB Marine and all of its shareholders.”

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this Earnings Release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]

[XM ROCKS]

I can’t believe nobody mentioned the news this morning. I’m glad to see that a resolution to the preferred has been worked out. Compromise is good. I’m glad that management worked a deal that will hopefully be good for both parties.....can’t wait to see the details.

[XM ROCKS]

The sad part is that they have a respectable offer above what they paid for the preferred. If they are waiting for a better offer, probably not going to happen. Bad part for them is that they can’t vote.......tooooo bad!! Maybe they should have bought more than .01 percent of the commons. I own about 2.8 percent of them. All voting no.......

[chainma1l]

Hear, hear!
If I didn't know better, I would almost say their whole approach was a joke. Seems like a huge waste of money, but maybe they know a lot of common shareholders and they think they have a shot.
I want $215/share for the shares I own. Am I going to get it? Not today, and not anytime soon. My options are to sell at market (which is what someone is willing to pay for something right now) or hold and see if someone is willing to pay more than current market later (and it's possible the bid could go BELOW current market price). I also want $9,000/ea for the aluminum cans in my recyclables. Am I going to get that? Nope.
How much money did they spend on this campaign? Seems like a pretty big gamble to me.

[XM ROCKS]

Let’s see......who do I trust more.......the board that I have known since 2001 OR a Cayman Island hedge fund that outbid CIBH on the preferred shares? Offshore? Hedge Fund? Strong arm tactics to get two hostile directors.....give up guys!!! Put your money where your mouth is and do it the legit way.........do a tender offer for about $70.00 a share. Quit WHINING!!

YOU DON’T HAVE THE VOTES! Just take the offer that we proposed......Everyone knows that’s the best thing to do except you guys.......
Clutterbuck and that Amcore
Genius tried the same BS......didn’t work! We all know what we had when we bought in, we all know what we have now. I’ve been a shareholder since 2001.......move on!!!!

[gumzsa]

News out. Hildene response.

Hildene Capital Issues Open Letter To CIB Marine Bancshares’ Shareholders in Connection With Upcoming Annual Meeting
CIB Marine’s Refusal to Repurchase Preferred Shares in a Timely Manner Demonstrates its Disregard for Maximizing Value for ALL Shareholders

Hildene’s Two Highly Qualified Director Nominees Have the Expertise to Implement the Capital Structure and Governance Practices Required to Drive Long-Term Shareholder Value

Hildene Urges ALL CIB Marine Shareholders to Protect Their Investment by Voting the BLUE Proxy Card TODAY

STAMFORD, Conn.--(BUSINESS WIRE)-- Hildene Capital Management, LLC and certain of its managed funds (collectively, “Hildene”), which beneficially own a collective 36% of CIB Marine Bancshares, Inc.’s (OTC:CIBH) (“CIB Marine” or the “Company”) Series A and Series B preferred stock, as well as approximately 0.10% of the Company’s common stock, today issued an open letter to CIB Marine shareholders highlighting the Company’s refusal to implement a recapitalization plan in the best interests of all shareholders and its track record of misleading shareholders by obfuscating the facts.

Hildene’s letter to CIB Marine shareholders can be found at: http://www.stockholderdocs.com/cibh/.

Hildene urges ALL CIB Marine shareholders to vote on the BLUE proxy card “FOR” the election of Hildene’s highly qualified director nominees, John Scannell and Raymond Tellini in connection with the Company’s Annual Meeting to be held on April 29, 2021.

Shareholders of record as of March 10, 2021 are entitled to vote at the Annual Meeting and may obtain a copy of Hildene’s proxy materials and the BLUE proxy card by contacting Hildene’s proxy solicitation agent, MacKenzie Partners, Inc., toll-free at [phone], collect at [phone], or by email at [e-mail].

About Hildene Capital Management, LLC

Founded in 2008, Hildene Capital Management, LLC is an asset manager, which has together with its affiliates, over $12.5 billion in hedge fund, separate account and CDO assets under management. The firm seeks to generate attractive risk-adjusted returns for its institutional clientele by implementing a disciplined, systematic investment approach.

https://cts.businesswire.com/ct/CT?id=bwnews&sty=20210416005342r1&sid=acqr8&distro=nx&lang=en
View source version on businesswire.com: https://www.businesswire.com/news/home/20210416005342/en/

Media
Amanda Klein
Gasthalter & Co.
212.257.4170

Investor
Bob Marese
MacKenzie Partners
646.592.1133

Source: Hildene Capital Management, LLC

© Copyright Business Wire 2021

[AKAPAK]

Gotcha. Went back and resubmitted white.

[XM ROCKS]

You need to go vote a white ballot. Your vote on the blue will COUNT unless you go vote the white!!!!

[XM ROCKS]

If you want to correct, go vote white again.......

[XM ROCKS]

Here’s the deal..... the last proxy you vote is the one that is tabulated. Write in votes voted on the BLUE proxy is FOR the hedge fund crooks at Hildene. Take the offer Hildene, you have NO support.......if you want control, make a tender offer. I’ll take $75 today!!!!

[AKAPAK]

Voted again, using the BLUE card on the e-proxy system for a major broker. however, I rejected their candidates and manually put in the current directors names instead. Rejected their other offers as well.

Only did this after noticing that it was a BLUE card and the system would not let me discard it. If i just rejected their candidates, I think that no votes for the current officers would be counted unless I put in the "alternatives" (current officer's names, separated by commas.

BTW, I have a cumulative preferred that after missing about 2 years of payments, declared a "current" quarter divi. When investigating why not paying the forgone quarters, this only has to be done if/when anything is paid to other classes (common). Interesting learning experience.

[XM ROCKS]

Dear Peter at Hildene , sorry I didn’t get the blue card back to you. I have already shredded it! You can’t strong-arm the common shareholders into voting with you. It’s funny that you idiots are actually reaching out and trying to mislead shareholders that you are just “reaching out” to collect the proxy vote........
800-322-2885 is now blocked. Buh bye........

[gumzsa]

More News on the preferred.

CIB Marine Announces Final Preferred Stock Repurchase Proposal
Offshore Hedge Fund Rejects Proposal at $850 per Share

BROOKFIELD, Wis., April 14, 2021 (GLOBE NEWSWIRE) -- In a shareholder letter dated March 31, 2021, CIB Marine Bancshares, Inc. (“CIB Marine” or the “Company”) proposed a plan to repurchase a minimum of $17 million of preferred stock (at least 20,335 Series A and 1,600 Series B preferred shares) in 2021 at $775 per share in response to a plan put forth by Hildene Opportunities Master Fund, Ltd, an offshore hedge fund (“Hildene”) in a proxy statement issued to CIB Marine shareholders by Hildene in conjunction with CIB Marine’s 2021 annual meeting. Subsequently, many shareholders have responded to our request for comments on resolving the outstanding preferred stock repurchase issue and our discussions with Hildene continued.

Shareholder Input
The shareholder response to our proposal has been overwhelmingly positive with encouragement to “stay the course” in pursuing preferred stock repurchases via transactions that are fair to all shareholders and accretive to the Company and its continuing shareholders. Many shareholders also supported our consistent emphasis on the importance of retiring the preferred stock as soon as reasonably possible to allow CIB Marine maximum flexibility to pursue future growth opportunities.

Some shareholders requested clarification regarding our ability to make a $17 million payment from available capital. At this time, due to limited parent company cash, a capital distribution from our subsidiary, CIBM Bank, would need to be made to the parent company. Currently, $17 million is available given the stewardship duties of CIBM Bank and ensuring pro-forma capital complies with safety and soundness regulations and standards.

We have considered all of the input offered and want to share our most recent efforts to reach an agreement with Hildene and our other preferred shareholders. Our duty to our shareholders is to pursue the repurchase of preferred stock in a fair process and at reasonable prices. We will not pursue transactions that damage the Company or are not in the best interests of all of our shareholders, that require assumption of unreasonable risks, or that impair our continuing operations.

Updated Preferred Stock Repurchase Negotiations
Following our March 31st letter, a series of discussions took place with Hildene that we hoped would lead to a resolution that could benefit all shareholders. Multiple proposals were exchanged from each side and initial progress was made on pricing, but agreement could not be reached on critical ancillary issues, including the amount and timing of the repurchases, the repurchase process, and preferred shareholder representation on the CIB Marine Board, among others. Our preference was for straightforward terms that our shareholders and the market could easily evaluate and would produce the greatest benefit to all shareholders. In our opinion, Hildene’s proposals required structures that contained various unacceptable incentives, penalties, and perquisites that would benefit Hildene over other holders of the two classes of preferred stock.

While we considered every proposal from Hildene, we would not agree to modify the noncumulative and perpetual nature of the preferred shares. Once we proposed to pay Hildene their full asking price of $850 per share, the remaining issues should have been quickly resolved and the matter concluded. Instead, Hildene continued to insist upon previously rejected terms that they knew were unacceptable, including a demand to force the repurchase of the less valuable, nonconvertible Series A shares before the convertible Series B shares.

Throughout the course of negotiations, we offered various repurchase proposals, both at the demanded price of $850 per share, as well as at graduated repurchase prices, with structured annual repurchase targets that, if missed, would give Hildene the potential for observation rights and/or board seats. By the end of last week, forward progress had ended and Hildene was no longer negotiating towards a compromise (often suggesting untenable terms, such as a requirement that even after 90% of the preferred stock is repurchased, the few remaining Series B shares would be convertible into approximately 39% of outstanding common stock upon a conversion triggering event). On Monday, Hildene rejected our final proposal, which is detailed below.

Final Proposal
Our shareholders deserve to know the final proposal we made to Hildene on Monday, April 12, 2021, which was quickly rejected with little consideration for the other 64% of the preferred shareholders, or our common shareholders. The terms of our final proposal to Hildene were as follows:

CIB Marine would repurchase at least $17 million of Series A and Series B preferred stock on a pro rata basis (no less than 18,540 Series A and 1,460 Series B shares) in 2021 at $850 per share;
Series A and Series B preferred shares may be called by CIB Marine for mandatory repurchase at a price of $850 per share on a pro rata basis in each year the repurchase plan remains in effect;
No debt or stock issuance would be required to execute the 2021 repurchases;
No mandatory dividends would be paid on the preferred stock;
Obtain common and preferred shareholder approval to amend the Company’s Articles of Incorporation to implement the proposed repurchase plan;
In the event preferred shares remain outstanding five years after the first preferred stock repurchase under the proposal, the terms of the Company’s Articles of Incorporation would “spring back” to current terms, including the $1,000 per share liquidation amount for mandatory redemptions;
We would commit to our shareholders to continue preferred stock repurchases until all preferred stock is retired; and
All repurchases would be subject to any requisite regulatory approvals.
Preferred shareholders will note that CIB Marine offered a superior liquidity opportunity at the $850 price per share demanded by Hildene. In 2021, nearly half of the preferred shares would be repurchased at a substantial premium to all prior preferred stock repurchases to date.

It is unclear to us what authority Hildene has to speak for all preferred shareholders. In May 2019, it represented to us that it held majority voting control of the preferred shares, but very recently it modified that claim to suggest that there was no formal voting control arrangement, rather an informal leadership position that Hildene has assumed. Whatever its actual control position is, we strongly encourage all preferred shareholders to contact Hildene immediately to express their opinion of our repurchase proposal. Once we have deployed the available $17 million cash in pursuit of alternative growth objectives, this proposed plan, including both its price and repurchase volume, will no longer be available.

Moving Forward
The management team of CIB Marine is committed to the diligent pursuit of the retirement of 100% of its outstanding preferred stock. We expect our Board of Directors and the common shareholders to hold us accountable to that commitment. We are confident that we made our best possible offer to Hildene. The proposed 2021 pro rata repurchase of at least $17 million of preferred stock at $850 per share is unlikely to be available again. Resolution of this issue may require that we seek out other preferred shareholders to negotiate on behalf of the classes or, alternatively, we may need to simply move on to other opportunities to deploy excess capital in a way that will improve and grow CIB Marine and your investment. The Board of CIB Marine will continue to faithfully exercise its duties to the Company and its shareholders as it pursues solutions that ensure a favorable outcome for all.

We need shareholder assistance to protect the Company and your investment. In order to ensure that the Company’s proposed slate of directors are elected, a slate that will diligently pursue preferred stock repurchase options that are in the best interest of all of our shareholders, please vote your WHITE Proxy Card in conjunction with our 2021 annual meeting of shareholders today.

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this Earnings Release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]



Source: CIBM Bank
© 2021 GlobeNewswire, Inc.

[gumzsa]

Nice news out

CIB Marine Bancshares, Inc. Announces First Quarter 2021 Results

BROOKFIELD, Wis., April 12, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIBM”) (OTCQB: CIBH), the holding company of CIBM Bank, announced its unaudited results of operations and financial condition for the first quarter of 2021. Net income for the quarter ended March 31, 2021, was $2.1 million or $1.67 basic and $0.97 diluted earnings per share, compared to $0.8 million or $0.63 basic and $0.36 diluted earnings per share for the same period of 2020.

Financial highlights for the quarter include:

Tangible book value attributable to the common stock increased to $53.25 per share outstanding at March 31, 2021 compared to $52.28 at December 31, 2020, and $46.05 at March 31, 2020, reflecting a 15.7% year-on-year increase.
Net mortgage banking revenues were up $2.8 million for the quarter versus the same period of 2020, reflecting a $63 million increase in residential mortgage loans for the period, due primarily to refinance activity driven by lower interest rates. Compensation expenses increased $1.5 million compared to the same period in 2020, largely related to mortgage lending compensation.
When compared to the first quarter of 2020, first quarter 2021 net interest income was up $0.8 million; net interest margin was up 19 basis points to 3.23%, reflecting an 89 basis point improvement in the cost of interest bearing liabilities compared to a 55 basis point decline in interest earning asset yields; and average interest earning assets were up $65 million, primarily in commercial segment loans and residential loans held for sale.
Non-performing assets, restructured loans, and loans 90 days or more past due and still accruing to total assets and nonaccrual loans to total loans were 0.52% and 0.23%, respectively, at March 31, 2021, compared to 0.54% and 0.23%, respectively, at December 31, 2020, and down from 1.24% and 0.97%, respectively, at March 31, 2020. Recent measures continue to be near this credit cycle’s best.
During the first quarter, CIBM Bank originated $18 million in new Paycheck Protection Plan (PPP) loans and received SBA forgiveness funding to close $19 million in PPP loans originated in 2020.
Deposits for checking, savings, and money market accounts grew by $44 million during the quarter, reflecting federal fiscal and monetary policies (e.g., low interest rates) and marketing activity results.
Mr. J. Brian Chaffin, CIB Marine’s President and CEO, commented, “We are pleased with another quarter of strong income and a return on average assets of 1.14% due to continued strength in mortgage lending activity and solid progress in the net interest margin. We typically see a seasonal uptick in purchase money mortgage activity in the warmer months, and we expect that to be countered by reduced refinance activity as a result of the recent increase in long term interest rates.

“Our balance sheet has grown since year-end as a result of (a) surging checking and money market account balances due, in part, to federal economic stimulus policies and programs and (b) steady commercial loan production, which has replaced residential loan balances as refinanced mortgages are sold. While the banking industry as a whole performed better than many experts predicted over the past year, and CIBM performed even better than the peer, particularly with regard to credit metrics, we remain cautious about future credit quality in higher risk segments of the loan portfolio due to the lingering impact of the pandemic,” he concluded.

CIB Marine Bancshares, Inc. is the holding company for CIBM Bank, which operates ten banking offices and five mortgage loan offices in Illinois, Wisconsin and Indiana. More information on the Company is available at www.cibmarine.com, including recent shareholder letters, links to regulatory financial reports, and audited financial statements.

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this Earnings Release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]





CIB MARINE BANCSHARES, INC.
Selected Unaudited Consolidated Financial Data

At or for the
Quarters Ended 3 Months Ended
March 31, December 31, September 30, June 30, March 31, March 31, March 31,
2021 2020 2020 2020 2020 2021 2020

(Dollars in thousands, except share and per share data)
Selected Statement of Operations Data:
Interest and dividend income $ 6,265 $ 6,489 $ 7,202 $ 6,669 $ 6,636 $ 6,265 $ 6,636
Interest expense 536 765 1,017 1,343 1,689 536 1,689
Net interest income 5,729 5,724 6,185 5,326 4,947 5,729 4,947
Provision for loan losses 20 101 501 249 202 20 202
Net interest income after provision for
loan losses 5,709 5,623 5,684 5,077 4,745 5,709 4,745
Noninterest income (1) 5,146 6,566 8,104 4,489 2,642 5,146 2,642
Noninterest expense 7,940 9,317 9,056 7,308 6,322 7,940 6,322
Income before income taxes 2,915 2,872 4,732 2,258 1,065 2,915 1,065
Income tax expense 798 565 1,322 575 281 798 281
Net income $ 2,117 $ 2,307 $ 3,410 $ 1,683 $ 784 $ 2,117 $ 784

Common Share Data (2):
Basic net income per share (3) $ 1.67 $ 1.82 $ 2.69 $ 1.36 $ 0.63 $ 1.67 $ 0.63
Diluted net income per share (3) 0.97 1.06 1.56 0.79 0.36 0.98 0.36
Dividend 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tangible book value per share (4) 53.25 52.28 50.35 47.25 46.05 53.25 46.05
Book value per share (4) 48.21 47.19 45.27 42.00 40.95 48.21 40.95
Weighted average shares outstanding - basic 1,268,947 1,267,584 1,267,582 1,266,174 1,248,275 1,268,947 1,248,275
Weighted average shares outstanding - diluted 2,185,433 2,181,142 2,181,868 2,160,201 2,155,315 2,185,433 2,155,315
Financial Condition Data:
Total assets $ 752,715 $ 750,982 $ 793,604 $ 793,151 $ 705,473 $ 752,715 $ 705,473
Loans 540,206 539,227 546,351 535,692 513,992 540,206 513,992
Allowance for loan losses (9,253 ) (9,122 ) (9,037 ) (8,483 ) (8,107 ) (9,253 ) (8,107 )
Investment securities 112,400 108,492 107,351 113,303 120,105 112,400 120,105
Deposits 608,433 586,373 593,370 566,811 531,999 608,433 531,999
Borrowings 30,736 51,310 87,994 120,233 68,950 30,736 68,950
Stockholders' equity 105,593 103,704 101,271 97,347 95,841 105,593 95,841
Financial Ratios and Other Data:
Performance Ratios:
Net interest margin (5) 3.23 % 3.14 % 3.30 % 2.96 % 3.04 % 3.23 % 3.04 %
Net interest spread (6) 3.13 % 3.01 % 3.16 % 2.76 % 2.78 % 3.13 % 2.78 %
Noninterest income to average assets (7) 2.79 % 3.43 % 4.12 % 2.36 % 1.51 % 2.79 % 1.51 %
Noninterest expense to average assets 4.27 % 4.86 % 4.60 % 3.86 % 3.67 % 4.27 % 3.67 %
Efficiency ratio (8) 72.72 % 75.77 % 63.38 % 74.61 % 83.74 % 72.72 % 83.74 %
Earnings on average assets (9) 1.14 % 1.20 % 1.73 % 0.89 % 0.45 % 1.14 % 0.45 %
Earnings on average equity (10) 8.10 % 8.83 % 13.51 % 6.97 % 3.32 % 8.10 % 3.32 %
Asset Quality Ratios:
Nonaccrual loans to loans (11) 0.23 % 0.23 % 0.32 % 0.92 % 0.97 % 0.23 % 0.97 %
Nonaccrual loans, restructured loans and
loans 90 days or more past due and still
accruing to total loans (11) 0.37 % 0.40 % 0.49 % 1.07 % 1.25 % 0.37 % 1.25 %
Nonperforming assets, restructured loans
and loans 90 days or more past due and still
accruing to total assets (11) 0.52 % 0.54 % 0.60 % 1.02 % 1.24 % 0.52 % 1.24 %
Allowance for loan losses to total loans (11) 1.71 % 1.69 % 1.65 % 1.58 % 1.58 % 1.71 % 1.58 %
Allowance for loan losses to nonaccrual loans,
restructured loans and loans 90 days or
more past due and still accruing (11) 459.21 % 421.14 % 338.59 % 147.79 % 126.26 % 459.21 % 126.26 %
Net charge-offs (recoveries) annualized
to average loans (11) -0.08 % 0.01 % -0.04 % -0.09 % 0.08 % -0.01 % 0.15 %
Capital Ratios:
Total equity to total assets 14.03 % 13.81 % 12.76 % 12.27 % 13.59 % 14.03 % 13.59 %
Total risk-based capital ratio 18.15 % 17.44 % 16.13 % 15.49 % 15.36 % 18.15 % 15.36 %
Tier 1 risk-based capital ratio 16.89 % 16.19 % 14.87 % 14.23 % 14.11 % 16.89 % 14.11 %
Leverage capital ratio 11.88 % 11.46 % 11.20 % 10.82 % 11.08 % 11.88 % 11.08 %
Other Data:
Number of employees (full-time equivalent) 179 176 176 177 177 179 177
Number of banking facilities 10 11 11 11 11 10 11

(1) Noninterest income includes gains and losses on securities.
(2) Common share data prior to September 14, 2020, is adjusted to reflect the 1:15 reverse split to allow for comparability between the pre- and post- reverse split periods.
(3) Net income available to common stockholders in the calculation of earnings per share includes the difference between the carrying amount less the consideration paid for redeemed preferred stock of $0.03 million for the 2nd quarter and 12 months ended 2020.
(4) Tangible book value per share is the stockholder equity less the carry value of the preferred stock and less the goodwill and intangible assets, divided by the total shares of common outstanding. Book value per share is the stockholder equity less the liquidation preference of the preferred stock, divided by the total shares of common outstanding. Book value measures are reported inclusive of the net deferred tax assets. As presented here, shares of common outstanding excludes unvested restricted stock awards.
(5) Net interest margin is the ratio of net interest income to average interest-earning assets.
(6) Net interest spread is the yield on average interest-earning assets less the rate on average interest-bearing liabilities.
(7) Noninterest income to average assets excludes gains and losses on securities.
(8) The efficiency ratio is noninterest expense divided by the sum of net interest income plus noninterest income, excluding gains and losses on securities.
(9) Earnings on average assets are net income divided by average total assets.
(10) Earnings on average equity are net income divided by average stockholders' equity.
(11) Excludes loans held for sale.



CIB MARINE BANCSHARES, INC.
Consolidated Balance Sheets (unaudited)

March 31, December 31, September 30, June 30, March 31,
2021 2020 2020 2020 2020
(Dollars in Thousands, Except Shares)
Assets
Cash and due from banks $ 51,691 $ 29,927 $ 30,544 $ 9,120 $ 9,006
Reverse repurchase agreements - - 8,208 18,117 3,622
Securities available for sale 109,965 106,014 104,866 110,818 117,640
Equity securities at fair value 2,435 2,478 2,485 2,485 2,465
Loans held for sale 18,136 42,977 67,496 83,997 24,988

Loans 540,206 539,227 546,351 535,692 513,992
Allowance for loan losses (9,253 ) (9,122 ) (9,037 ) (8,483 ) (8,107 )
Net loans 530,953 530,105 537,314 527,209 505,885

Federal Home Loan Bank Stock 3,140 3,140 3,140 2,948 2,947
Premises and equipment, net 4,476 4,682 4,667 4,679 4,769
Accrued interest receivable 1,983 2,050 2,075 1,973 1,610
Deferred tax assets, net 16,417 16,292 18,547 19,325 19,509
Other real estate owned, net 1,875 1,875 2,103 2,334 2,335
Bank owned life insurance 4,831 4,802 4,774 4,745 4,718
Goodwill and other intangible assets 126 131 137 142 148
Other assets 6,687 6,509 7,248 5,259 5,831
Total Assets $ 752,715 $ 750,982 $ 793,604 $ 793,151 $ 705,473

Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing demand $ 109,466 $ 92,544 $ 91,134 $ 90,450 $ 67,459
Interest-bearing demand 63,033 59,679 61,262 54,288 47,760
Savings 268,026 243,888 225,724 205,470 196,797
Time 167,908 190,262 215,250 216,603 219,983
Total deposits 608,433 586,373 593,370 566,811 531,999
Short-term borrowings 30,736 51,310 54,052 77,273 68,950
Long-term borrowings - - 33,942 42,960 -
Accrued interest payable 140 246 398 447 543
Other liabilities 7,813 9,349 10,571 8,313 8,140
Total liabilities 647,122 647,278 692,333 695,804 609,632

Stockholders' Equity
Preferred stock, $1 par value; 5,000,000 authorized shares at both March 31, 2021 and December 31, 2020; 7% fixed rate noncumulative perpetual issued; 40,690 shares of series A and 3,201 shares of series B; convertible; $43.9 million aggregate liquidation preference 37,308 37,308 37,308 37,308 37,490

Common stock, $1 par value; 75,000,000 authorized shares; 1,294,665 and 1,282,385 issued shares; 1,280,596 and 1,268,316 outstanding shares at March 31, 2021 and December 31, 2020, respectively. (1)(2) 1,295 1,282 1,282 19,240 19,162
Capital surplus (2) 179,291 179,188 179,090 161,032 160,990
Accumulated deficit (113,452 ) (115,569 ) (117,875 ) (121,285 ) (122,969 )
Accumulated other comprehensive income, net 1,685 2,029 2,000 1,586 1,702
Treasury stock, 14,791 shares on March 31, 2021 and December 31, 2020 and 221,902 shares prior at cost (2) (534 ) (534 ) (534 ) (534 ) (534 )
Total stockholders' equity 105,593 103,704 101,271 97,347 95,841
Total liabilities and stockholders' equity $ 752,715 $ 750,982 $ 793,604 $ 793,151 $ 705,473

(1) Both issued and outstanding shares as stated here exclude 75,146 shares of unvested restricted stock awards at March 31, 2021 and 59,842 at December 31, 2020.
(2) Effective September 14, 2020, the Company executed a reverse stock split of 1 share for every 15 shares outstanding. Fractional shares were remitted cash at the then-current market value of $15.75 per share.



CIB MARINE BANCSHARES, INC.
Consolidated Statements of Operations (Unaudited)

At or for the
Quarters Ended 3 Months Ended
March 31, December 31, September 30, June 30, March 31, March 31, March 31,
2021 2020 2020 2020 2020 2021 2020

(Dollars in thousands)

Interest Income
Loans $ 5,524 $ 5,577 $ 6,054 $ 5,540 $ 5,703 $ 5,524 $ 5,703
Loans held for sale 175 331 537 451 119 175 119
Securities 555 564 573 661 763 555 763
Other investments 11 17 38 17 51 11 51
Total interest income 6,265 6,489 7,202 6,669 6,636 6,265 6,636

Interest Expense
Deposits 512 735 942 1,263 1,512 512 1,512
Short-term borrowings 24 30 38 54 177 24 177
Long-term borrowings 0 0 37 26 0 0 0
Total interest expense 536 765 1,017 1,343 1,689 536 1,689
Net interest income 5,729 5,724 6,185 5,326 4,947 5,729 4,947
Provision for loan losses 20 101 501 249 202 20 202
Net interest income after provision for
loan losses 5,709 5,623 5,684 5,077 4,745 5,709 4,745

Noninterest Income
Deposit service charges 84 91 89 88 96 84 96
Other service fees 40 37 36 36 20 40 20
Mortgage banking revenue, net 4,983 6,387 7,741 3,990 2,177 4,983 2,177
Other income 192 165 226 266 265 192 265
Net gains on sale of securities available for sale 0 0 0 0 0 0 0
Unrealized gains (losses) recognized on equity securities (43 ) (6 ) 0 20 39 (43 ) 39
Net gains (loss) on sale of SBA loans 0 55 (55 ) 87 437 0 437
Net gains (losses) on sale of assets and (writedowns) (110 ) (163 ) 67 2 (392 ) (110 ) (392 )
Total noninterest income 5,146 6,566 8,104 4,489 2,642 5,146 2,642

Noninterest Expense
Compensation and employee benefits 5,956 7,015 7,329 5,451 4,421 5,956 4,421
Equipment 379 402 352 379 363 379 363
Occupancy and premises 434 452 390 407 460 434 460
Data Processing 185 178 177 155 164 185 164
Federal deposit insurance 48 49 48 47 0 48 0
Professional services 253 322 162 242 298 253 298
Telephone and data communication 60 82 71 67 68 60 68
Insurance 68 62 58 55 54 68 54
Other expense 557 755 469 505 494 557 494
Total noninterest expense 7,940 9,317 9,056 7,308 6,322 7,940 6,322
Income from operations
before income taxes 2,915 2,872 4,732 2,258 1,065 2,915 1,065
Income tax expense 798 565 1,322 575 281 798 281
Net income 2,117 2,307 3,410 1,683 784 2,117 784
Preferred stock dividend 0 0 0 0 0 0 0
Discount from repurchase of preferred stock 0 0 33 0 0 0 0
Net income allocated to
common stockholders $ 2,117 $ 2,307 $ 3,443 $ 1,683 $ 784 $ 2,117 $ 784





Source: CIBM Bank
© 2021 GlobeNewswire, Inc.

[AKAPAK]

My original proxy vote still stands!

Nothing for those outsiders.

[XM ROCKS]

The Hildene vultures bought the shares to try and squeeze money out of us. Not going to work. The fine group from the Cayman Islands tax shelter scam (just my opinion) are really after the interest of ALL shares, both common and preferred........sure you are!!!! The sad part is that they are just trying to force the issue. Not going to get the common votes needed.........

[gumzsa]

News out

CIB Marine Bancshares, Inc. Issues Counterproposal to Hildene Plan

BROOKFIELD, Wis., April 01, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIB Marine”) (OTCQB: CIBH), has issued a letter to its shareholders in response to a proxy statement issued by offshore hedge fund, Hildene Opportunities Master Fund, Ltd. (“Hildene”). CIB Marine’s letter highlights financial performance measures over the last five years, answers shareholder questions related to Hildene’s recent communications and, most importantly, proposes a fair plan that is accretive to value as an alternative to Hildene’s self-enriching repurchase plan. The Company’s proposed preferred stock repurchase plan includes the repurchase of 50% of the Company’s currently outstanding preferred stock in 2021 with intentions to pursue future repurchases with a goal of retiring all preferred stock within four years of the first repurchase, subject to financial and other considerations. Highlights are included here with additional detail in the letter, which is available along with other Annual Meeting materials on CIB Marine’s website: www.cibmarine.com/2021AnnualMeeting.asp.

CIB Marine Plan Hildene Plan
Shares to be Repurchased in 2021 21,946 pro-rata (50.0%) 23,529 (53.6%)
Price Per Share $775 $850
SubDebt Required None $20 million
Mandatory Payment of 7% Dividends No (no change to current
noncumulative terms) Yes (changes current
noncumulative terms)
Repurchase Order Pro-rata Series A and
Series B Mandatory purchase of
Series A before Series B
Accretive to Common Tangible Book Value Yes No
Article Amendment Required Yes Yes
J. Brian Chaffin, CIB Marine’s President and CEO said, “Our estimates indicate that Hildene’s proposed plan would take twice as long as our plan to repurchase all outstanding preferred shares and it would require us to pay more than $20 million combined in debt service and preferred dividends, not including the repayment of subordinated debt or the price paid for the repurchased shares. We believe that using our currently available cash for repurchases is far more productive for all parties and would create immediate value for our common shareholders at a price above prior Preferred Stock repurchases.”

Mr. Chaffin concluded, “Our shareholders will receive a copy of our letter with a WHITE proxy card in an upcoming mailing from CIB Marine. While shareholders may be tempted to express displeasure with Hildene’s proposal, the strongest message our shareholders could send to Hildene is to discard any materials received from Hildene and overwhelmingly vote our WHITE Proxy Card in support of our Board nominees, who have guided us in our disciplined repurchase efforts.”

CIB Marine Bancshares, Inc. is the holding company for CIBM Bank, which operates ten banking offices and five mortgage loan offices in Illinois, Wisconsin and Indiana. More information on the Company is available at www.cibmarine.com, including recent shareholder letters, links to regulatory financial reports, and audited financial statements.

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this Earnings Release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]

[gumzsa]

News out

Hildene Capital Mails Proxy Materials to CIB Marine Bancshares’ Shareholders in Connection With Annual Meeting

Sends Letter to CIB Marine Shareholders Highlighting CIB Marine’s Recent Attempts to Mislead Shareholders, Further Entrench its Board and Obstruct a Fair and Democratic Vote

Hildene’s Two Highly Qualified, Director Nominees Have the Experience and Skillsets Required to Implement the Right Capital Structure and Governance Practices to Create Significant Value for ALL CIB Marine Shareholders

Hildene Urges ALL CIB Marine Shareholders to Protect Their Investment by Voting the BLUE Proxy Card TODAY

STAMFORD, Conn.--(BUSINESS WIRE)-- Hildene Capital Management, LLC and certain of its managed funds (collectively “Hildene”), which beneficially own a collective 36% of CIB Marine Bancshares, Inc.’s (OTC:CIBH) (“CIB Marine” or the “Company”) series A and series B preferred stock, as well as approximately 0.10% of the Company’s common stock, today announced that it has sent its fellow CIB Marine shareholders Hildene’s proxy materials in connection with the Company’s 2021 Annual Meeting on April 29, 2021.

Hildene also today sent a letter to shareholders highlighting CIB Marine’s recent attempts to mislead shareholders and obstruct a fair and democratic vote at the Annual Meeting, which Hildene believes further underscore why immediate change is required at the Company to maximize value for ALL shareholders.

Hildene urges ALL CIB Marine shareholders to vote on the BLUE proxy card “FOR” the election of Hildene’s highly qualified director nominees, John Scannell and Raymond Tellini, and “FOR” Hildene’s advisory recapitalization proposal, that recommends to the CIB Marine Board of Directors that it take all steps necessary to promptly implement and effect the recapitalization plan and Fifth Amendment to CIB Marine’s Amended and Restated Articles of Incorporation, which are aimed at optimizing CIB Marine’s capital structure.

Shareholders of record as of March 10, 2021 are entitled to vote at the Annual Meeting and may obtain a copy of Hildene’s proxy materials and the BLUE proxy card by contacting Hildene’s proxy solicitation agent, MacKenzie Partners, Inc., toll-free at [phone], collect at [phone], or by email at [e-mail].

Hildene’s proxy statement and letter to CIB Marine shareholders can be found below at: http://www.stockholderdocs.com/cibh/

About Hildene Capital Management, LLC

Founded in 2008, Hildene Capital Management, LLC is an asset manager, which has together with its affiliates, over $12.5 billion in hedge fund, separate account and CDO assets under management. The firm seeks to generate attractive risk-adjusted returns for its institutional clientele by implementing a disciplined, systematic investment approach.

https://cts.businesswire.com/ct/CT?id=bwnews&sty=20210325005923r1&sid=acqr8&distro=nx&lang=en
View source version on businesswire.com: https://www.businesswire.com/news/home/20210325005923/en/

Media
Amanda Klein
Gasthalter & Co.
212.257.4170

Investor
Bob Marese
MacKenzie Partners
646.592.1133

Source: Hildene Capital Management, LLC

© Copyright Business Wire 2021

[XM ROCKS]

Like I have said in the past......the board of directors has always looked out for both common shareholders AND preferred. Bottom line is that the addition of two hostile directors will not add anything to the dialog other than harass the existing board members and management. There is no reason to take on more debt just to pay off the preferred shareholders. The preferred shares that they hold can either be redeemed at a reasonable price OR can just sit there.......

[gumzsa]

News out

CIB Marine Bancshares, Inc. Responds to Shareholder Proposal

BROOKFIELD, Wis., March 03, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIBM”) (OTCQB: CIBH), recently received notice from a Cayman Islands-based investment fund of its intent to submit two proposals for consideration at the Company’s 2021 Annual Meeting: (i) nomination of two of its representatives to serve on the Company’s Board of Directors; and (ii) an Amendment to the Company’s Restated and Amended Articles of Incorporation (“Articles”), which, if approved, would be in direct contravention of the Company’s disciplined process for preferred stock repurchases whereby every transaction must be accretive to value, on reasonable market-like terms, and in the best interest of the Company and its shareholders. The offshore investment fund is the largest single owner of preferred stock in the Company and would be the largest single recipient of payments from the Company under the investment fund’s proposed amendment to the Articles, which also includes requiring the Company to issue $20 million of subordinated debt, make mandatory dividend payments on the outstanding preferred stock, and repurchase shares of preferred stock at fixed prices that are approximately 19% higher than the average price paid by the Company for all prior repurchases to date.

The press release issued by the offshore investment fund discussed at length its proposed director nominees but did not specifically reference its proposal to amend the Company’s Articles. The release did, however, contain several statements about the Company’s financial performance that the Board feels compelled to correct to avoid the dissemination of false or misleading information and to protect the interests of our shareholders, as provided in the Select Financial Information below.

Preferred Stock Repurchases

Commenting on the Company’s recent preferred stock repurchase activity, Mr. J. Brian Chaffin, the Company’s President & CEO said, “From June 2018 through June 2020, we repurchased 26% of our outstanding Preferred Stock (14,934 shares of Series A and 1,175 shares of Series B) at a weighted average price of $717 per share. The aggregate purchase price for those repurchases totaled $11.5 million, which represented a $4.6 million discount to the stated liquidation value and a $2.1 million discount to our carrying value of the shares. The shares of Series B preferred we repurchased were convertible (in very limited circumstances) into 313,228 post-reverse split common shares, which would represent 12.6% of the total issued and outstanding common shares on a pro-forma fully diluted post-converted basis. All of the repurchases were funded internally with no new debt incurred or stock issued. This process created a liquidity opportunity for voluntary sellers at freely negotiated prices and each repurchase transaction was accretive to book value. It was a win/win situation for all parties involved.

“We believe the best repurchase results for all are achieved when individual investors are given the opportunity to negotiate transactions according to their interests, rather than having one stakeholder set terms for all preferred shareholders,” Chaffin stated. “We further believe that Company earnings are better used to repurchase shares of preferred stock than to pay dividends on noncumulative stock and interest on subordinated debt. There are viable alternatives that do not dilute value or impair future earnings that should be negotiated. We are confident that there is common ground with many preferred shareholders and we will continue to pursue it.

“We do not believe that the actions proposed by the offshore investment fund are in the best interests of the Company or our shareholders and intend to oppose the proposals at our upcoming annual shareholder meeting. We will be issuing a letter to our shareholders discussing this topic in greater detail in the coming days.”

Select Financial Information

The Company’s current Chairman and CEO/President assumed their positions in 2015. Since that time, the financial performance and condition of the Company have improved steadily, including in the following ways (results are split-adjusted, where applicable):

Shareholder equity has grown $38 million, or 58%, and we returned $11.5 million to preferred shareholders.
Tangible book value per share of common stock has grown 340% from $11.87 to $52.28.
Over the last 5 years, the market price of CIBH has increased 147% while the KBW Nasdaq Bank Total Return Index (BKXTR) has increased 32% over the same period.
Earnings per share has risen from a loss of $0.50 to earnings of $6.51 per share of common stock.
? Earnings in 2020 were $8.2 million. The earnings improvement was achieved by improving core banking earnings from traditional lending and deposit services, as well as through the development of Mortgage Banking and Government Guaranteed Lending Divisions.

In order to improve efficiency and control costs over the last five years, the Board continued its focus on commission and performance-based compensation and strictly controlled other compensation expenses, as evidenced by the following:

CIBM Bank’s base salary and wage component of compensation increased, on average, just 2.5% per year;
Nearly all of the Company’s increase in total compensation relates to compensation tied directly to financial performance and risk outcomes:
? The largest increase relates to the payment of competitive commissions for sales employees, primarily in the Mortgage Division. Commission compensation in that division is up significantly, but the revenues from the related activity are up nearly twice as much.

? The second largest increase was in bonus programs, which reward earnings, asset quality, and other targeted performance improvements.

? The Company and Board have acted consistently to align the interests of management with common shareholders. For example, the Company’s CEO has not received any increase in base pay over the last three years, but instead has received competitive restricted stock grants that vest contingent upon financial performance and asset quality goals determined by the Board.

Management’s interests are aligned with the long-term performance of the Company, with more than 7.6% of outstanding common shares held by members of executive management and the Board of Directors.
The Board and management initiated a process called “Project Falcon” in early 2020, which is designed to enhance operating margins and efficiencies. They are pleased with the performance of the Company in 2020 and in comparison to its peers. Outlined below are selected highlights comparing the bank subsidiary, CIBM Bank, to its national peer bank median for the year 2020:

CIBM Bank’s return on average assets ratio (ROAA) rose 91 basis points to 1.23%. Peer ROAA fell 7 basis points to 1.15%.
CIBM Bank’s net interest margin (NIM) rose 23 basis points to 3.12%. Peer NIM fell 29 basis points to 3.56%.
? CIBM Bank’s fourth quarter interest bearing cost of funds moved to the 43nd percentile from 78th percentile the prior year.

CIBM Bank’s loan loss rate was a net recovery of 0.01%, compared to the peer net loss of 0.08%.
CIBM Bank’s loan loss reserves to total loans was 1.69%, and non-accrual loans to total loans was 0.21%, at year-end, compared to the peer’s 1.36% and 0.55%, respectively.
CIBM Bank’s efficiency ratio improved 17 percentage points to 71%, compared to a peer improvement of 1 percentage point to 63%.
CIB Marine Bancshares, Inc. is the holding company for CIBM Bank, which operates ten banking offices and five mortgage loan offices in Illinois, Wisconsin and Indiana. More information on the Company is available at www.cibmarine.com, including recent shareholder letters, links to regulatory financial reports, and audited financial statements.

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this Earnings Release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:
operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]



Source: CIBM Bank
© 2021 GlobeNewswire, Inc.

[XM ROCKS]

The problem for them is liquidity in my opinion. I think they probably purchased the preferred from someone else. I don’t have a clue though. Whomever owns them knows the rules......not my problem.

[chainma1l]

Are they buddies with Clutterbuck?
Seems like their main interest is paying themselves. I guess that's the way the world works, but I'm not interested in them getting paid. All preferred shareholders have to be way in the black--at least from what several were paid from the Dutch auction.
They could have bought at .12 like I did. I bought a bit higher as well, but most of what I own was bought at .12. Let me know when you get tired of me bringing that up!

[AKAPAK]

The hedgies get my vote - NO
!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

[XM ROCKS]

I took a look at the Hildene website today. Looks like most of them have moved around quite a bit. I also noticed many of them have only been around for a year or two. Hedge fund managers, CDO’s, distressed bank situations........not our friend for sure. What does trying to inject two hostile board members into the mix do? Do you actually think bringing chaos into the board room will make things better? He holders of the preferred shares have to either be patient, or be bought out. That’s it. We allowed the Dutch auction buybacks to occur. Preferred shares have to wait. No voting rights. You all knew what you were getting into when you accepted the 2008 deal. Not my problem. Maybe you all should have started buying the common stock when it was .15/.20 cents a share.

[XM ROCKS]

They only want to sell the bank at this point. Not going to happen......plenty of capital at this point. The common share price has risen a bunch since I started buying on the open market at
.20/share. Management WILL make the right call. If you damn preferred shares want out so bad, take the offers the bank puts on the table. Otherwise, continue to let your cash sit there earning 0 percent dividends. Bottom line is, the bank has always made decisions based upon keeping the common shareholders happy. That’s ok in my book......

[XM ROCKS]

Maybe we should have taken that huge offer by Clutterbuck.......haha!!
Still have 490,770 pre-split/32,718 post split shares. Not interested in the new board members........I’m sure they are going to try and hijack this to get their cash out. This falls under the “not my problem” category. I have an idea for them........buy the common shares......put your money where your mouth is. I did. One of the reasons it went to 1.98 a share was because I was accumulating during that time. Holding for a long term payday.

[chainma1l]

Sounds like the primary goal is to get paid for their preferred shares. Why do they care about commons when they own a whopping 12,093 shares?
I'll have to do some research on Hildene, but this press release doesn't impress me.

[gumzsa]

News out

Hildene Capital Nominates Two Highly Qualified, Independent Director Candidates to CIB Marine Bancshares’ Board

Believes Immediate Change is Required to CIB Marine’s Board and Capital Structure to Maximize Value for Shareholders

Letter to Shareholders Highlights Persistent Underperformance, Poor Corporate Governance and Lack of Board Oversight

Hildene Nominees Have the Financial Acumen and Expertise Needed to Implement a Recapitalization Plan in the Best Interests of All Shareholders

STAMFORD, Conn.--(BUSINESS WIRE)-- Hildene Capital Management, LLC and certain funds it manages (collectively “Hildene”) today nominated two highly qualified director candidates for election to the Board of Directors (the “Board”) of CIB Marine Bancshares, Inc. (OTC:CIBH) (“CIB Marine” or the “Company”) in connection with the Company’s 2021 Annual Meeting of Shareholders. Funds managed by Hildene beneficially own 36% of each of the Company’s series A and series B preferred stock, in the aggregate, as well as approximately 0.10% of the Company’s common stock.

Hildene is also issuing an open letter to CIB Marine shareholders outlining why immediate change is required to the Company’s Board and capital structure in order to maximize shareholder value.

The full text of Hildene’s letter can be found below.

Dear fellow CIB Marine Bancshares, Inc. shareholders,

We are writing to inform you that funds managed by Hildene Capital Management, LLC (collectively “Hildene” or “we”), which own 12,093 shares of CIB Marine Bancshares, Inc. (OTC:CIBH) (“CIB Marine” or the “Company”) common stock and approximately 15,845 shares in the aggregate of CIB Marine Series A and Series B preferred stock, have nominated two highly qualified directors to the Company’s Board of Directors (the “Board”) in connection with the upcoming 2021 Annual Meeting of Shareholders.

Hildene is an asset management firm with a long history of investing in community banks, particularly through Trust Preferred Securities (“TruPS”) – instruments that were issued by banks, insurance companies, and REITs, mostly in the early 2000s, and often pooled into collateralized loan obligations (“TruPS CDOs”). It was through our investments in TruPS CDOs that we own CIBH preferred shares today.

As a longtime investor in CIB Marine and one of the largest holders of the Company’s preferred shares, like you, we have witnessed firsthand the Company’s decade-long mismanagement of the Company marred by underperformance and unfulfilled promises. Nevertheless, we have remained steadfast in our belief that, with the right leadership and capital structure, CIB Marine has the ability to achieve its full potential and create significant value for all shareholders.

While Hildene is not typically an “activist investor,” we do engage with management teams, boards and other related parties to create long-term value for our partners and fellow shareholders. To this end, in November 2020 we approached the Company privately with a plan designed to optimize its capital structure. Our intention was to work constructively and in good faith with management and the Board to improve the balance sheet for the benefit of all CIB Marine stakeholders. We hoped that the Board would share an owner’s mentality and recognize the benefits of our plan to the Company’s long-term success.

Unfortunately, our proposal was quickly dismissed, without, in our view, proper consideration or discussion. We believe these actions demonstrated that the Board has no interest in embracing any fresh ideas that would position the Company to trade at a better market valuation. As it stands, CIB Marine is the least valued bank in the publicly investable universe and its Board has a clear reluctance to value-maximizing changes.1 As we are not willing to accept that, we felt we had no other choice than to publicly make our case for change to you directly.

A board’s utmost duty is to serve as a fiduciary to all shareholders and put their interests first. CIB Marine’s Board has failed to fulfill this duty and it is clear that change is needed to create value. We believe that Hildene’s two director nominees will provide proper fiduciary oversight to the benefit of all shareholders.

We are therefore nominating two highly qualified candidates – John Scannell and Raymond Tellini – to the CIB Marine Board and proposing a solution to optimize CIB Marine’s capital structure. We believe that Messrs. Scannell and Tellini have the right mix of skills, experience and fresh perspectives that the Board desperately requires, and are confident that, as directors, they will work collaboratively alongside the incumbent directors to uphold the fiduciary duties of the Board and implement a recapitalization plan to maximize shareholder value. At the core of our recapitalization plan, which has been revised since our last communication with CIB Marine’s Board to further enhance value for all shareholders, is a request that the Company issue subordinated debt to redeem Series A preferred stock at a discounted value.

Why is change needed?

In our view, three key issues plaguing CIB Marine demonstrate why the Board as currently comprised is incapable of leading the Company successfully.

Issue #1: The Board has failed to hold management accountable for clear and persistent underperformance in operating as a competitive bank.

As a result, today, CIB Marine…

is the least valuable bank in the publicly investable universe.2 CIB Marine’s market capitalization has collapsed by more than 40% since its three-year high in 2018.3
has an efficiency ratio that is, on average, 24%4 worse than the industry, partially driven by the Company’s salary and benefit expenses, which have increased by roughly 50% since 2016.5
has a net interest margin that has lagged the industry by 19%, on average, over the last five years.6
has been marred by consistent deposit market share declines, despite a cost of funds that has lagged the industry by 53%, on average, over the last five years.7
The ability to both lend and collect deposits is the core feature of the community bank value proposition. Despite routinely expressing their goals of improving performance at almost every annual meeting, CIB Marine’s long history of poor results makes clear that management is incapable of positioning the Company to successfully compete in today’s market and the Board is incapable of providing proper oversight of management’s poor stewardship.

We believe CIB Marine’s 2020 financial results were the exception, not the rule, as underscored by the Company’s weak track record relative to almost all other similar banks over any other recent time period. While we appreciate that CIB Marine has improved its performance over the past two quarters, we do not believe this performance is sustainable without critical changes to the Company’s leadership and capital structure. The macroeconomic conditions of 2020 created an extremely unique year, allowing most banks, CIB Marine included, to grow their mortgage lending businesses and paycheck protection program lending portfolios, given the needs of the American consumer. While we do not blame the Company for taking advantage of the opportunities brought about by COVID-19, we have trouble giving it any credit for recent performance when the entire industry produced similar results.

Issue #2: The Board has permitted CIB Marine management to maintain a capital structure that has destroyed value for all shareholders.

Between 2015 and 2020, publicly-traded banks paid hundreds of billions of dollars to common equity shareholders in dividends and repurchased hundreds of billions dollars of common stock. During the same period, CIB Marine’s Board and management spent $0 on either while allowing the Company’s compensation expenses per employee to nearly double, vastly outspending other banks to make its own employees richer at the expense of the shareholder.

While the Board claims that it has exhausted every attempt to improve outcomes for common shareholders, in our view, that’s simply not true. We do not believe that the Board has made any fair and reasonable attempt to pay the preferred equity dividends required to facilitate payments of dividends to common shareholders and improve the Company’s ability to repurchase common stock. Despite seemingly ample liquidity, CIB Marine is one of the rare adequately capitalized, publicly investable banks that is not paying dividends on its preferred shares, much to the detriment of common shareholders.

Moreover, the Company has not raised additional capital to redeem the outstanding preferred equity shares in support of the needs of its common shareholders, despite arguably the most robust capital markets environment for depository institutions in history. We believe the Company could easily raise low-cost subordinated debt, providing flexibility for preferred share redemptions and paving the way towards an improved market valuation for the common stock. In fact, Hildene made an offer to the Board for Hildene to serve as the lead investor in a potential subordinated debt offering, but the Board rejected the offer.

Issue #3: The Board’s and management’s interests are not aligned with yours.

Based on our analysis of the Board’s and management’s equity holdings disclosures, which, despite shareholder requests, are few and far between following the Company’s delisting in 2012, we believe it is clear why the Board has not carefully considered changes to maximize shareholder value. Unlike you, the Board has little skin in the game; the directors and senior management team collectively own just 4% of the Company; since nearly half of that 4% can be attributed to the Board’s Chairman, we believe that the remaining officers, directors and affiliates hold just 2% of the Company’s common shares outstanding.

We find these facts to be alarming and indicative of the misaligned incentives at both the Board and management levels. The lack of disclosure on the nature of equity holdings, combined with the fact that compensation expenses per employee have nearly doubled since 2015, forces us to draw the conclusion that employees, including senior management, are paid regardless of CIB Marine’s financial performance. As shareholders, we must ask ourselves: If management and the Board are paid regardless of performance, how can they be incentivized to push for positive change for our benefit?

We believe the Board and management team are indifferent towards company performance so long as their salaries are paid.

Hildene’s nominees will help to implement the right capital structure and governance practices at CIB Marine to the benefit of all shareholders.

John Scannell and Raymond Tellini are two well-respected executives who have significant experience overseeing financial controls, systems, and operations at financial institutions as well as growth initiatives at public and private companies. We are confident that, as directors, they will work to ensure that CIB Marine operates with a long overdue shareholder-first mentality to maximize value for all shareholders. We look forward to discussing our concerns with CIB Marine and our proposed solutions in greater detail in the weeks ahead.

Sincerely,

Jennifer Nam
Chief Operating Officer

Nominee Biographies

John Scannell

John Scannell is Senior Advisor of Hildene Capital Management, LLC (“Hildene”). Mr. Scannell joined Hildene at the firm’s inception in 2008 and has previously held the positions of Chief Operating Officer, Chief Compliance Officer and General Counsel during his tenure at Hildene. Mr. Scannell is responsible for oversight of financial controls, systems and operations. Prior to joining Hildene, Mr. Scannell worked in the structured finance market for 13 years at a number of banks. His most recent position was as Vice President in the CDO structuring group at Citigroup, where he provided on-desk legal, structuring, documentation, compliance and administration support for the CDO structuring business. Prior to joining Citigroup, Mr. Scannell was an associate at Skadden, Arps, Slate, Meagher & Flom LLP, where he represented a variety of issuers and underwriters in transactions involving collateralized debt obligations, asset-backed securities and other securities issued in publicly-registered transactions and private placements. Mr. Scannell also was a litigator at Cadwalader, Wickersham & Taft. Mr. Scannell served on the Board of Directors of FB Corporation between February 2018 and June 2020. Before attending law school, Mr. Scannell was financial controller for the New York division of a Fortune 500 medical services company, responsible for financial controls and operations. Mr. Scannell has a Juris Doctorate and graduated cum laude from Brooklyn Law School in 1996 and earned a Bachelor of Science degree in Accounting at San Diego State University in 1987.

Raymond Tellini

Raymond Tellini is the Co-Chief Investment Officer of Delta Capital Management Partners LLC (“Delta”). Mr. Tellini has over seven years of experience investing in litigation finance opportunities that generated recoveries of over $35 million. Prior to joining Delta in 2016, Mr. Tellini served as the Managing Member of Brennecke Partners LLC, a Stamford, Connecticut-based private investment firm focused on specialty finance and growth capital investments. Investments included secondary market purchases from hedge funds of distressed assets, investments in litigation finance (both in commercial disputes and in intellectual property claims) and growth capital investments in fiber optic networks, data delivery technology, medical device companies, and industrial technologies. Previously, Mr. Tellini served as a portfolio manager at the Palladin Group L.P., an $800 million market neutral hedge fund. At Palladin, Mr. Tellini was Chief Executive Officer of the captive broker-dealer, as well as a portfolio manager for specialty finance and PIPE transactions. Prior to joining the Palladin Group, Mr. Tellini served as Chief Financial Officer of an e-commerce streaming media company, where he helped raised over $37 million in preferred equity and debt financing. Mr. Tellini also has served as U.S. Treasurer of Wassall PLC, a $1.5 billion private equity firm, where he was the principal analyst responsible for supporting acquisition activities in North and South America, primarily focused on leveraged acquisitions of underperforming/turnaround multi-national concerns. Between February 2012 and December 2018, Mr. Tellini served as a Managing Member or Manager at multiple former asbestos companies. Mr. Tellini started his career at PricewaterhouseCoopers LLP. As a Manager in the Corporate Finance and Business Restructuring practice at PwC, Mr. Tellini performed financial consulting services on behalf of banking institutions and other creditor constituencies in bankruptcy and out of court restructurings. Mr. Tellini has a Master’s of Business Administration degree from New York University Stern School of Business and earned a Bachelor of Science degree in Accounting at Lehigh University.

1 Note: Using Price-to-Tangible Book Value multiples valuation for 671 publicly-traded bank stocks. Source: S&P Global Markets. Data as of 02/19/21.
2 Note: Using Price-to-Tangible Book Value multiples valuation for 671 publicly-traded bank stocks. Source: S&P Global Markets. Data as of 02/19/21.
3 Note: CIBH’s market capitalization on June 28, 2018 was $36.5mm; as of 2/19/21, the market capitalization is $24.1mm. Source: S&P Global Markets. Data as of 02/19/21.
4 Note: 24% represents the average difference between CIBM Bank’s annually reported efficiency vs. the median of 4,952 US Banks from YE2016 to YE2020. Source: S&P Global Markets. Bank regulatory data as of 02/19/21.
5 Note: CIBH Bank’s salary and benefit expenses for YE2016 were $16.4mm. For YE2020, CIBH Bank’s compensation and benefit expenses were $24.1mm. Source: S&P Global Markets. Bank regulatory data as of 12/31/20.
6 Note: 19% represents the average difference between CIBM Bank’s annually reported net interest margin versus the median of 4,952 US banks from YE2016 to YE2020. Source: S&P Global Markets. Bank regulatory data as of 02/19/21.
7 Note: 53% represents the average difference between CIBM Bank’s annually cost of funds versus the median of 4,952 US banks from YE2016 to YE2020. Source: S&P Global Markets. Bank regulatory data as of 02/19/21.

About Hildene Capital Management, LLC

Founded in 2008, Hildene Capital Management, LLC is an asset manager, which has together with its affiliates, over $12.5 billion in hedge fund, separate account and CDO assets under management. The firm seeks to generate attractive risk-adjusted returns for its institutional clientele by implementing a disciplined, systematic investment approach.

https://cts.businesswire.com/ct/CT?id=bwnews&sty=20210224005624r1&sid=acqr8&distro=nx&lang=en
View source version on businesswire.com: https://www.businesswire.com/news/home/20210224005624/en/

Media
Amanda Klein
Gasthalter & Co.
212.257.4170

Investor
Bob Marese
MacKenzie Partners
646.592.1133

Source: Hildene Capital Management, LLC

© Copyright Business Wire 2021

[AKAPAK]

$17.50 WoHoo!

[gumzsa]

News out

IB Marine Bancshares, Inc. Announces 2020 Results
BROOKFIELD, Wis., Jan. 22, 2021 (GLOBE NEWSWIRE) -- CIB Marine Bancshares, Inc. (the “Company” or “CIBM”) (OTCQB: CIBH), the holding company of CIBM Bank, announced its unaudited results of operations and financial condition for the fourth quarter and full year of 2020. Strong mortgage operations and higher net interest income resulted in net income of $2.3 million for the quarter ending December 31, 2020, compared to a loss of $0.4 million for the same period in 2019 and, for the twelve months ending December 31, 2020, net income of $8.2 million compared to $2.0 million for the same period in 2019. Income before taxes for 2020 was $10.9 million compared to $2.5 million for 2019.

A summary of financial results for the quarter and twelve months ended December 31, 2020, is attached. Select highlights include:

The tangible book value for the common stock increased 16.6% over the course of 2020 from $44.85 per share at December 31, 2019, to $52.28 per share at December 31, 2020, primarily the result of higher earnings, with improved unrealized net gains on securities and discounts on repurchased preferred stock contributing as well.
The return on average assets and efficiency ratio for the year 2020 were 1.09% and 73% respectively, compared to 0.29% and 89%, respectively, for the same period in 2019.
Net mortgage banking revenue was up 148% from $8.2 million during 2019 to $20.3 million in 2020. Lower interest rates supported a surge in mortgage originations in 2020 resulting in $600 million in residential loans – almost double the $330 million in residential loans originated in 2019. Further, 65% of 2020 residential loan originations were refinance loans, compared to 47% of 2019 originations.
Net interest income was up 15% in 2020 from $19.3 million during 2019 to $22.2 million in 2020. The primary reasons for the increase include: (i) higher average balances in loans held for sale and Paycheck Protection Program (PPP) loans, (ii) a 75 basis point reduction in the cost of interest bearing liabilities due to the lower interest rate environment, and (iii) the collection of principal plus interest on a large non-performing commercial real estate loan.
Expenses were up $5.8 million, from $26.2 million in 2019 to $32.0 million in 2020, primarily as a result of a $5.6 million increase in compensation in the Mortgage Banking Division due to higher mortgage loan production that created a $12.9 million increase in division revenues. Mortgage Division compensation counted for 54% of total compensation in 2020, compared to 41% in 2019. On a combined basis, all other expenses excluding compensation were down $0.2 million for 2020 compared to 2019, primarily the result of lower travel and entertainment and collection expenses.
COVID-19 and the related “Lockdown Recession” resulted in significant volumes of new types of banking activity. CIBM Bank originated approximately 350 government guaranteed PPP loans, totaling $43 million, in 2020. At December 31, 2020, PPP loan balances were paid down to $32 million, primarily by the Small Business Administration (SBA) as a result of loan forgiveness applications filed for borrowers. On average, such forgiveness applications represent 99% of the original loan balance per loan. In 2020, PPP loan fees received from the SBA and deferred were $1.6 million, with $0.8 million accreted into interest income due to level yield accretion over the original weighted average term (approximately two years) and accelerations as a result of $11 million in early payoffs related to loan forgiveness payments, and the remaining $0.8 million in outstanding deferred fees to be recorded into future income. Net of related deferred costs, original and accreted net deferred fees were $1.1 million and $0.6 million, respectively, with a remaining $0.5 million of net deferred fees to be recorded in future income. As of December 31, 2020, there were an additional $9 million in PPP loan forgiveness applications being processed, with the majority of the remaining PPP loan forgiveness applications expected to be received in the first half of 2021.
As of December 31, 2020, there were $24.5 million in outstanding loan balances from 31 loans granted a COVID-19 loan payment still in an active deferral period, representing 5% of total outstanding loan portfolio balances. Of the loans with active COVID-19 loan payment deferrals, 37% are from the hospitality industry, 15% are from the recreation and entertainment industry, 8% of the balances are from 1-4 family mortgage loans, and the remainder from a mix of other industries harmed by COVID-19 lockdowns.
Provisions for loan losses were $1.1 million for the twelve months ended December 31, 2020, compared to $0.8 million for the same period of 2019. The primary reason for the increase is environmental and qualitative factors as well as certain borrower credit deterioration primarily from those industries hardest hit by COVID-19 and the related Lockdown Recession (i.e., restaurants and hospitality).
Non-performing assets, restructured loans, and loans 90 days or more past due and still accruing to total assets and nonaccrual loans to total loans were 0.54% and 0.23%, respectively; compared to 1.35% and 1.09%, respectively, at December 31, 2019. The improvements during 2020 were due to certain loan level improvements including a successful large commercial real estate loan collection.
Mr. J. Brian Chaffin, President and CEO of CIBM, commended his team’s work stating, “Our 2020 results are largely attributable to our staff’s ability to quickly respond to the rapidly changing set of circumstances in 2020 - from nearly doubling mortgage loan production in response to a dramatic increase in demand; to implementing an effective PPP loan program to ensure access to funding for small businesses in our communities; to quickly executing a variety of strategies in response to the lower rate environment in order to reduce the Company’s cost of funds by more than many of our peers; to commercial loan production in excess of pre-COVID19 goals. The Board of Directors and I are extremely proud of the way our team members, both front line and back office, came together to organize, plan, and effectively execute on many different operating fronts as our world seemed to change on a daily basis.”

Looking forward to 2021, he added, “We are focused on meeting the needs of our communities through participation in emerging government economic support plans such as the new PPP program, as well as continuing our “Project Falcon” initiatives geared toward new deposit generation and operating efficiencies. In addition, we will continue to monitor developments at the state and federal level, mindful of the economic uncertainties related to the pandemic and their potential effect on credit quality, as well as new regulations and higher taxes that may be in the offing for 2021 and the years ahead, with possible adverse impact to our clients and banking operations.”

Mr. Chaffin also announced, “Our Chief Credit Officer, Paul Melnick, has announced his intent to retire in 2021 and his successor, Mr. Scott Winkel, assumed the duties of Chief Credit Officer, effective January 1, 2021. As part of our transition plan, Paul will continue assisting the bank as the Director of Special Assets, where he will focus on problem loan work-outs and coordinate a smooth transition of the Credit Administration function.” Mr. Chaffin continued, “Scott joined CIBM Bank in 2020 with more than 25 years of banking and credit administration experience. We are delighted to welcome him to our executive management team and fortunate to have someone with his knowledge and familiarity with our banking markets on board. Over the next six months, Scott and Paul will be working closely to ensure long-term, consistent performance and maintain our strong credit culture.”

CIB Marine Bancshares, Inc. is the holding company for CIBM Bank, which operates eleven banking offices and five mortgage loan offices in Illinois, Wisconsin and Indiana. More information on the Company is available at www.cibmarine.com, including recent shareholder letters, links to regulatory financial reports, and audited financial statements.

FORWARD-LOOKING STATEMENTS
CIB Marine has made statements in this release that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CIB Marine intends these forward-looking statements to be subject to the safe harbor created thereby and is including this statement to avail itself of the safe harbor. Forward-looking statements are identified generally by statements containing words and phrases such as “may,” “project,” “are confident,” “should be,” “intend,” “predict,” “believe,” “plan,” “expect,” “estimate,” “anticipate” and similar expressions. These forward-looking statements reflect CIB Marine’s current views with respect to future events and financial performance that are subject to many uncertainties and factors relating to CIB Marine’s operations and the business environment, which could change at any time.

There are inherent difficulties in predicting factors that may affect the accuracy of forward-looking statements.

Stockholders should note that many factors, some of which are discussed elsewhere in this Earnings Release and in the documents that are incorporated by reference, could affect the future financial results of CIB Marine and could cause those results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document. These factors, many of which are beyond CIB Marine’s control, include but are not limited to:

operating, legal, execution, credit, market, security (including cyber), and regulatory risks;
economic, political, and competitive forces affecting CIB Marine’s banking business;
the impact on net interest income and securities values from changes in monetary policy and general economic and political conditions; and
the risk that CIB Marine’s analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.
These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made. CIB Marine undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to significant risks and uncertainties and CIB Marine’s actual results may differ materially from the results discussed in forward-looking statements.

FOR INFORMATION CONTACT:
J. Brian Chaffin, President & CEO
[phone]
[e-mail]



CIB MARINE BANCSHARES, INC.
Selected Unaudited Consolidated Financial Data

At or for the
Quarters Ended 12 Months Ended
December 31, September 30, June 30, March 31, December 31, December 31, December 31,
2020 2020 2020 2020 2019 2020 2019
(Dollars in thousands, except share and per share data)
Selected Statement of Operations Data:
Interest and dividend income $ 6,489 $ 7,202 $ 6,669 $ 6,636 $ 6,820 $ 26,996 $ 27,948
Interest expense 765 1,017 1,343 1,689 2,030 4,814 8,647
Net interest income 5,724 6,185 5,326 4,947 4,790 22,182 19,301
Provision for loan losses 101 501 249 202 715 1,053 817
Net interest income after provision for
loan losses 5,623 5,684 5,077 4,745 4,075 21,129 18,484
Noninterest income (1) 6,566 8,104 4,489 2,642 2,249 21,801 10,156
Noninterest expense 9,317 9,056 7,308 6,322 6,879 32,003 26,174
Income (loss) before income taxes 2,872 4,732 2,258 1,065 (555 ) 10,927 2,466
Income tax expense (benefit) 565 1,322 575 281 (180 ) 2,743 423
Net income (loss) $ 2,307 $ 3,410 $ 1,683 $ 784 $ (375 ) $ 8,184 $ 2,043

Common Share Data (2):
Basic net income (loss) per share (3) $ 1.82 $ 2.69 $ 1.36 $ 0.63 $ (0.30 ) $ 6.51 $ 1.92
Diluted net income (loss) per share (3) 1.06 1.56 0.79 0.36 (0.30 ) 3.79 1.08
Dividend 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tangible book value per share (4) 52.28 50.35 47.25 46.05 44.86 52.28 44.86
Book value per share (4) 47.19 45.27 42.00 40.95 39.66 47.19 39.66
Weighted average shares outstanding - basic 1,267,582 1,267,582 1,266,174 1,248,270 1,243,095 1,262,277 1,227,111
Weighted average shares outstanding - diluted 2,181,140 2,181,868 2,160,201 2,155,313 2,155,302 2,167,730 2,180,776
Financial Condition Data:
Total assets $ 750,982 $ 793,604 $ 793,151 $ 705,473 $ 703,791 $ 750,982 $ 703,791
Loans 539,227 546,351 535,692 513,992 513,705 539,227 513,705
Allowance for loan losses (9,122 ) (9,037 ) (8,483 ) (8,107 ) (8,007 ) (9,122 ) (8,007 )
Investment securities 108,492 107,351 113,303 120,105 120,398 108,492 120,398
Deposits 586,373 593,370 566,811 531,999 530,190 586,373 530,190
Borrowings 51,310 87,994 120,233 68,950 73,847 51,310 73,847
Stockholders' equity 103,704 101,271 97,347 95,841 93,404 103,704 93,404
Financial Ratios and Other Data:
Performance Ratios:
Net interest margin (5) 3.14 % 3.30 % 2.96 % 3.04 % 2.86 % 3.11 % 2.91 %
Net interest spread (6) 3.01 % 3.16 % 2.76 % 2.78 % 2.55 % 2.93 % 2.60 %
Noninterest income to average assets (7) 3.43 % 4.12 % 2.36 % 1.51 % 1.28 % 2.90 % 1.43 %
Noninterest expense to average assets 4.86 % 4.60 % 3.86 % 3.67 % 3.88 % 4.26 % 3.72 %
Efficiency ratio (8) 75.77 % 63.38 % 74.61 % 83.74 % 97.57 % 72.85 % 89.07 %
Earnings (loss) on average assets (9) 1.20 % 1.73 % 0.89 % 0.45 % -0.21 % 1.09 % 0.29 %
Earnings (loss) on average equity (10) 8.83 % 13.51 % 6.97 % 3.32 % -1.56 % 8.26 % 2.18 %
Asset Quality Ratios:
Nonaccrual loans to loans (11) 0.23 % 0.32 % 0.92 % 0.97 % 1.09 % 0.23 % 1.09 %
Nonaccrual loans, restructured loans and
loans 90 days or more past due and still
accruing to total loans (11) 0.40 % 0.49 % 1.07 % 1.25 % 1.38 % 0.40 % 1.38 %
Nonperforming assets, restructured loans
and loans 90 days or more past due and still
accruing to total assets (11) 0.54 % 0.60 % 1.02 % 1.24 % 1.35 % 0.54 % 1.35 %
Allowance for loan losses to total loans (11) 1.69 % 1.65 % 1.58 % 1.58 % 1.56 % 1.69 % 1.56 %
Allowance for loan losses to nonaccrual loans,
restructured loans and loans 90 days or
more past due and still accruing (11) 421.14 % 338.59 % 147.79 % 126.26 % 112.66 % 421.14 % 112.66 %
Net charge-offs (recoveries) annualized
to average loans (11) 0.01 % -0.04 % -0.09 % 0.08 % 0.21 % -0.01 % 0.15 %
Capital Ratios:
Total equity to total assets 13.81 % 12.76 % 12.27 % 13.59 % 13.27 % 13.81 % 13.27 %
Total risk-based capital ratio 17.44 % 16.13 % 15.49 % 15.36 % 15.19 % 17.44 % 15.19 %
Tier 1 risk-based capital ratio 16.19 % 14.87 % 14.23 % 14.11 % 13.94 % 16.19 % 13.94 %
Leverage capital ratio 11.46 % 11.20 % 10.82 % 11.08 % 10.71 % 11.46 % 10.71 %
Other Data:
Number of employees (full-time equivalent) 176 176 177 177 176 176 176
Number of banking facilities 11 11 11 11 11 11 11

(1) Noninterest income includes gains and losses on securities.
(2) Common share data prior to September 14, 2020, is adjusted to reflect the 1:15 reverse split to allow for comparability between the pre- and post- reverse split periods.
(3) Net income available to common stockholders in the calculation of earnings per share includes the difference between the carrying amount less the consideration paid for redeemed preferred stock of $0.3 million for the third quarter and 12 months ended 2019 and $0.03 million for the 2nd quarter and 12 months ended 2020.
(4) Tangible book value per share is the stockholder equity less the carry value of the preferred stock and less the goodwill and intangible assets, divided by the total shares of common outstanding. Book value per share is the stockholder equity less the liquidation preference of the preferred stock, divided by the total shares of common outstanding. Book value measures are reported inclusive of the net deferred tax assets. As presented here, shares of common outstanding excludes unvested restricted stock awards.
(5) Net interest margin is the ratio of net interest income to average interest-earning assets.
(6) Net interest spread is the yield on average interest-earning assets less the rate on average interest-bearing liabilities.
(7) Noninterest income to average assets excludes gains and losses on securities.
(8) The efficiency ratio is noninterest expense divided by the sum of net interest income plus noninterest income, excluding gains and losses on securities.
(9) Earnings on average assets are net income divided by average total assets.
(10) Earnings on average equity are net income divided by average stockholders' equity.
(11) Excludes loans held for sale.



CIB MARINE BANCSHARES, INC.
Consolidated Balance Sheets (unaudited)

December 31, September 30, June 30, March 31, December 31,
2020 2020 2020 2020 2019
(Dollars in Thousands, Except Shares)
Assets
Cash and due from banks $ 29,927 $ 30,544 $ 9,120 $ 9,006 $ 8,970
Reverse repurchase agreements - 8,208 18,117 3,622 11,196
Securities available for sale 106,014 104,866 110,818 117,640 117,972
Equity securities at fair value 2,478 2,485 2,485 2,465 2,426
Loans held for sale 42,977 67,496 83,997 24,988 16,928

Loans 539,227 546,351 535,692 513,992 513,705
Allowance for loan losses (9,122 ) (9,037 ) (8,483 ) (8,107 ) (8,007 )
Net loans 530,105 537,314 527,209 505,885 505,698

Federal Home Loan Bank Stock 3,140 3,140 2,948 2,947 2,587
Premises and equipment, net 4,682 4,667 4,679 4,769 4,274
Accrued interest receivable 2,050 2,075 1,973 1,610 1,486
Deferred tax assets, net 16,292 18,547 19,325 19,509 20,069
Other real estate owned, net 1,875 2,103 2,334 2,335 2,396
Bank owned life insurance 4,802 4,774 4,745 4,718 4,691
Goodwill and other intangible assets 131 137 142 148 154
Other assets 6,509 7,248 5,259 5,831 4,944
Total Assets $ 750,982 $ 793,604 $ 793,151 $ 705,473 $ 703,791

Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing demand $ 92,544 $ 91,134 $ 90,450 $ 67,459 $ 70,175
Interest-bearing demand 59,679 61,262 54,288 47,760 45,512
Savings 243,888 225,724 205,470 196,797 204,976
Time 190,262 215,250 216,603 219,983 209,527
Total deposits 586,373 593,370 566,811 531,999 530,190
Short-term borrowings 51,310 54,052 77,273 68,950 73,847
Long-term borrowings - 33,942 42,960 - -
Accrued interest payable 246 398 447 543 603
Other liabilities 9,349 10,571 8,313 8,140 5,747
Total liabilities 647,278 692,333 695,804 609,632 610,387

Stockholders' Equity
Preferred stock, $1 par value; 5,000,000 authorized shares at both December 31, 2020 and December 31, 2019; 7% fixed rate noncumulative perpetual issued; 40,690 shares of series A and 3,201 shares of series B; convertible; $43.9 million aggregate liquidation preference 37,308 37,308 37,308 37,490 37,490
Common stock, $1 par value; 75,000,000 authorized shares; 1,282,362 and 18,868,329 issued shares; 1,268,293 and 18,657,282 outstanding shares at December 31, 2020 and December 31, 2019, respectively. (1)(2) 1,282 1,282 19,240 19,162 18,868
Capital surplus (2) 179,188 179,090 161,032 160,990 161,175
Accumulated deficit (115,569 ) (117,875 ) (121,285 ) (122,969 ) (123,753 )
Accumulated other comprehensive income, net 2,029 2,000 1,586 1,702 158
Treasury stock, 14,791 shares on December 31, 2020 and 221,902 shares prior at cost (2) (534 ) (534 ) (534 ) (534 ) (534 )
Total stockholders' equity 103,704 101,271 97,347 95,841 93,404
Total liabilities and stockholders' equity $ 750,982 $ 793,604 $ 793,151 $ 705,473 $ 703,791

(1) Both issued and outstanding shares as stated here exclude 59,842 shares and 815,395 shares of unvested restricted stock awards at December 31, 2020 and 2019, respectively.
(2) Effective September 14, 2020, the Company executed a reverse stock split of 1 share for every 15 shares outstanding. Fractional shares were remitted cash at the then-current market value of $15.75 per share.



CIB MARINE BANCSHARES, INC.
Consolidated Statements of Operations (Unaudited)

At or for the
Quarters Ended 12 Months Ended
December 31, September 30, June 30, March 31, December 31, December 31, December 31,
2020 2020 2020 2020 2019 2020 2019
(Dollars in thousands)

Interest Income
Loans $ 5,577 $ 6,054 $ 5,540 $ 5,703 $ 5,793 $ 22,874 $ 23,289
Loans held for sale 331 537 451 119 195 1,438 529
Securities 564 573 661 763 764 2,561 3,246
Other investments 17 38 17 51 68 123 884
Total interest income 6,489 7,202 6,669 6,636 6,820 26,996 27,948

Interest Expense
Deposits 735 942 1,263 1,512 1,856 4,452 7,637
Short-term borrowings 30 38 54 177 174 299 1,010
Long-term borrowings 0 37 26 0 0 63 0
Total interest expense 765 1,017 1,343 1,689 2,030 4,814 8,647
Net interest income 5,724 6,185 5,326 4,947 4,790 22,182 19,301
Provision for loan losses 101 501 249 202 715 1,053 817
Net interest income after provision for
loan losses 5,623 5,684 5,077 4,745 4,075 21,129 18,484

Noninterest Income
Deposit service charges 91 89 88 96 98 364 377
Other service fees 37 36 36 20 23 129 102
Mortgage banking revenue, net 6,387 7,741 3,990 2,177 2,112 20,295 8,174
Other income 165 226 266 265 129 922 623
Net gains on sale of securities available for sale 0 0 0 0 0 0 0
Unrealized gains (losses) recognized on equity securities (6 ) 0 20 39 (11 ) 53 71
Net gains (loss) on sale of SBA loans 55 (55 ) 87 437 166 524 1,024
Net gains (losses) on sale of assets and (writedowns) (163 ) 67 2 (392 ) (268 ) (486 ) (215 )
Total noninterest income 6,566 8,104 4,489 2,642 2,249 21,801 10,156

Noninterest Expense
Compensation and employee benefits 7,015 7,329 5,451 4,421 4,701 24,216 18,142
Equipment 402 352 379 363 394 1,496 1,417
Occupancy and premises 452 390 407 460 460 1,709 1,773
Data Processing 178 177 155 164 157 674 648
Federal deposit insurance 49 48 47 0 (10 ) 144 133
Professional services 322 162 242 298 320 1,024 865
Telephone and data communication 82 71 67 68 81 288 328
Insurance 62 58 55 54 59 229 234
Other expense 755 469 505 494 717 2,223 2,634
Total noninterest expense 9,317 9,056 7,308 6,322 6,879 32,003 26,174
Income (losses) from operations
before income taxes 2,872 4,732 2,258 1,065 (555 ) 10,927 2,466
Income tax expense (benefit) 565 1,322 575 281 (180 ) 2,743 423
Net income (loss) 2,307 3,410 1,683 784 (375 ) 8,184 2,043
Preferred stock dividend 0 0 0 0 0 0 0
Discount from repurchase of preferred stock 0 0 33 0 0 33 308
Net income (loss) allocated to
common stockholders $ 2,307 $ 3,410 $ 1,716 $ 784 $ (375 ) $ 8,217 $ 2,351


Source: CIBM Bank
© 2021 GlobeNewswire, Inc.

[XM ROCKS]

Mathematically it’s the same. I think it’s nice that the trades are now typically 1500 shares now based on the old “price”.

[gumzsa]

need $30.00 pps just to give us a $2.00 pre split average.