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Joshua S. Siegel, Managing Principal Examiners Forum: Non-control Equity Options for Community Banks

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Examiners Forum: Non-control Equity Options for Community Banks. Joshua S. Siegel, Managing Principal. New York-based investment management company providing private capital to U.S. community banks Manages $3.1 billion Investments in over 220 community banks across 43 States - PowerPoint PPT Presentation

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Page 1: Joshua S. Siegel, Managing Principal

Joshua S. Siegel, Managing Principal

Examiners Forum:

Non-control Equity Options for Community Banks

Page 2: Joshua S. Siegel, Managing Principal

2

New York-based investment management company

providing private capital to U.S. community banks

Manages $3.1 billion

Investments in over 220 community banks across 43 States

Pioneered use of hybrid capital to invest in community

banks

owns a minority interest in StoneCastle Partners— Manages $1.5+ billion of private equity— Spinout of Harvard endowment private equity unit

Page 3: Joshua S. Siegel, Managing Principal

3

StoneCastle’s Investment Footprint is NationalStoneCastle’s Investment Footprint is National

Investment team has invested $5.8 billion in over 400 banks across 47 States

Investment Size

SmallerLarger

Investment Size

SmallerLarger

Page 4: Joshua S. Siegel, Managing Principal

4

Reference – Key public and proprietary information

Analytics – Automated Key Metrics Monitoring – Any stat defined by Management Portfolio – Portfolio Tracking and Management Accounting – All data fed to Accounting System

to ensure data is consistently applied across Management, Risk, and Accounting

Ratings – Automated and Manual Grading Trading - Automated Trading Platform

Proprietary Investment Technology Platform – RAMPARTProprietary Investment Technology Platform – RAMPART

Page 5: Joshua S. Siegel, Managing Principal

5

Market Overview

Community Banking Model

Investment Process

Demographic and Economic Overview

Regulatory Capital Options

Federal Government Initiatives and the Private Market

— Non-control Equity Options

Outlook

Topics of DiscussionTopics of Discussion

Page 6: Joshua S. Siegel, Managing Principal

6

Market OverviewMarket Overview

Page 7: Joshua S. Siegel, Managing Principal

7

Consolidation has resulted in improved credit quality

Weaker banks typically acquired by stronger banks or have failed

Number of Commercial Banks Continues to DeclineNumber of Commercial Banks Continues to Decline

Source: FDIC

-

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

1934 1939 1944 1949 1954 1959 1964 1969 1974 1979 1984 1989 1994 1999 2004 1Q09

Page 8: Joshua S. Siegel, Managing Principal

8

While the number of banks continues to decrease, the number of branches continues to increase

Internet Banking May Not Be The FutureInternet Banking May Not Be The Future

Source: FDIC

Page 9: Joshua S. Siegel, Managing Principal

9

Highly fragmented industry - 8,131 community banks have less than $10 billion of assets

— 98.6% of total U.S. banks— $3.0 trillion of combined assets — $318 billion of combined equity capital

Number of Institutions by Asset Size at 3/31/09Number of Institutions by Asset Size at 3/31/09

Source: FDIC

Greater than $10 Bn

115 Institutions (1%)

$1 Bn to $10 Bn

576 Institutions (7%)

$100 Million to $1 Bn

4,505 Institutions

(55%)

Less than $100 Million

3,050 Institutions

(37%)

Page 10: Joshua S. Siegel, Managing Principal

10

Money Center Banks— Capital markets activities— Available-for-sale securities…FAS 157— Alternative mortgage products

Regional Banks— First come Innovators, followed by Imitators, and then

come the Idiots, whose avarice undoes the very innovations they are trying to use to get rich.

-- Paraphrase of Warren Buffett

Community Banks— Deviation from core banking strategy— Expansion into higher risk loans without enough

capital— Expansion out of footprint, rapid growth, bad markets

Different Banks Have Different Root ProblemsDifferent Banks Have Different Root Problems

Page 11: Joshua S. Siegel, Managing Principal

11

Source: FDIC

Number of FDIC-Insured "Problem" InstitutionsNumber of FDIC-Insured "Problem" Institutions

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

1Q09

Problem Banks

Failed Banks

217

Failures

305 FDIC-Insured “problem" institutions as of Q1 2009 with 21 failures vs. 1,400 and 217, respectively, in 1988

1,430 banks were placed on watch at the beginning of 1992 185 banks have failed since 1992

Page 12: Joshua S. Siegel, Managing Principal

12

How is this cycle different from the S&L crisis?

— Deregulation

— Insufficient capital

— Risk management tools

— Gap risk

— Bloodletting already occurred in 1980s

— Shadow banking market

— Derivatives and other structured finance tools

A Different Cycle This TimeA Different Cycle This Time

Page 13: Joshua S. Siegel, Managing Principal

13

Putting Things in PerspectivePutting Things in Perspective

Banks are generally less risky than other corporations

Banks have performed similar to A/BBB corporate credits since ‘34

Banks are on average 40+ years old…can not be high risk and last that long without failing

Below InvestmentGrade Corporations

Banks

S&L

CrisisFDIC

Formed

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

1934

1936

1938

1940

1942

1944

1946

1948

1950

1952

1954

1956

1958

1960

1962

1964

1966

1968

1970

1972

1974

1976

1978

1980

1982

1984

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008

(1) Source: FDIC, Moody’s Corporate Default and Recovery Rates, 1920-2008, and Historical Default Rates of FDIC-Insured Commercial Banks, 1934–1996, Joshua Siegel et al, June 7, 2001.

Page 14: Joshua S. Siegel, Managing Principal

14

Bank Defaults vs. GDP Growth

Bank Defaults vs. GDP Growth

Bank Defaults vs. Recessions

Bank Defaults vs. Recessions

Bank defaults generally uncorrelated to GDP growth…bank earnings are highly correlated Prior recessions have had little impact on bank defaults Default experience in 1980s generally a consequence of bank de-regulation and insufficient capital

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

2.00%

1934

1938

1942

1946

1950

1954

1958

1962

1966

1970

1974

1978

1982

1986

1990

1994

1998

Def

ault

Rat

e

Recession Period

Bank Default Rate

1934

1938

1942

1946

1950

1954

1958

1962

1966

1970

1974

1978

1982

1986

1990

1994

1998

Co

mm

erci

al B

ank

Def

ault

Rat

e

-15.00%

-10.00%

-5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

GD

P G

row

th R

ate

Bank Default Rate GDP Growth Rate

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

2.00%

Page 15: Joshua S. Siegel, Managing Principal

15

Community Banking Model

Community Banking Model

Page 16: Joshua S. Siegel, Managing Principal

16

Community banks play an important role in their local markets

—Cornerstone of their communities

—Provide essential services to under-served, rural and suburban markets

—Experienced, local management teams with large ownership stakes

—Intimate knowledge of their customers and local economies – more informed credit underwriting

—Play a substantial role in the U.S. as lenders to small businesses

—Back local charities

—Earned the trust of local depositors and customers over the years (average age of community banks is 40+ years)

—Customer loyalty – intangible asset unrivaled by out-of-market competitors

Connection to the CommunityConnection to the Community

Page 17: Joshua S. Siegel, Managing Principal

17

Proven StrategyProven Strategy

Banks that did not stray from core banking activities have outperformed

Key characteristics of poor performance include:— High asset growth (+25% average annual growth)— Banks with assets in excess of $10 billion — De novos— Publicly traded institutions — Below average capital levels— Poor liquidity— Loan over-concentrations, particularly

construction

Page 18: Joshua S. Siegel, Managing Principal

18

Community banks are attractive investments

—Long-term, stable historical performance

—Highly regulated and transparent business model

—Standardized reporting to federal and state regulators

—More regulatory scrutiny/leniency

—Lower leverage - higher Tier I capital levels than larger

banks

—Less risk with consistently lower loan losses than larger

banks

—Low investor participation due to limited access and

lack of industry knowledge

Attractive InvestmentsAttractive Investments

Page 19: Joshua S. Siegel, Managing Principal

19

Bank Activities Community

Banks

Regional & Money Center

Banks

Trading Exposure none extensive

Warehousing/Capital Markets Activity

none extensive

Derivative Exposure none extensive

Leveraged/Nationally Syndicated Loans

none medium to high

Residential Loan Exposure standard over exposed

Sub-Prime Exposure minimal medium to high

Alternative Mortgage Exposure minimal medium to high

Out-of-Footprint Loan Exposure minimal medium to high

Community Banks vs. Regional and Money Center BanksCommunity Banks vs. Regional and Money Center Banks

Page 20: Joshua S. Siegel, Managing Principal

20

Source: FDIC (1) Loans 90+ days past due or that are non-accrual (2) Loans 30 – 89 days past due

Community Banks Continue to Outperform Larger PeersCommunity Banks Continue to Outperform Larger Peers

Select 1Q2009 Data

Assets <$1 Billion

$1 Billion to$10 Billion

Assets >$10 Billion

Number of Institutions 7,555 576 115

Total Assets (bn) $1,527 $1,513 $10,501

ROA 0.33% -0.17% 0.26%

Net Interest Margin 3.56% 3.36% 3.37%

Non-current Loans (1) 2.72% 3.64% 3.98%

Past Due Loans (2) 1.84% 1.68% 2.15%

Net Charge-off Rate 0.69% 1.41% 2.27%

Leverage Ratio 9.87% 9.15% 7.61%

Tier I Ratio 13.48% 11.94% 10.17%

Total Risk-Based Ratio 14.63% 13.31% 13.32%

Page 21: Joshua S. Siegel, Managing Principal

21

Net Charge-Off RatioNet Charge-Off RatioTangible Common Equity

RatioTangible Common Equity

Ratio

Source: SNL Financial

Community banks have demonstrated superior credit performance and generally have higher capital ratios

Community banks make a higher % of secured loans

0.00%

0.15%

0.30%

0.45%

0.60%

0.75%

0.90%

1.05%

1.20%

1.35%

1990 1993 1996 1999 2002 2005 2008

Banks $100MM to $1Bn

Banks > $1Bn

1Q09

6.0%

6.5%

7.0%

7.5%

8.0%

8.5%

9.0%

9.5%

10.0%

10.5%

1990 1993 1996 1999 2002 2005 2008

Banks $100MM to $1Bn

Banks > $1Bn

1Q09

Page 22: Joshua S. Siegel, Managing Principal

22

Community Banking Model – Proven StrategyCommunity Banking Model – Proven Strategy

Banks that did not stray from core community banking have outperformed

Key characteristics of poor performance include:— High asset growth (+25% average annual

growth)— Banks with assets in excess of $10 billion — De novos— Publicly traded institutions — Below average capital levels— Poor liquidity— Loan over-concentrations, particularly

construction

Page 23: Joshua S. Siegel, Managing Principal

23

Investment ProcessInvestment Process

Page 24: Joshua S. Siegel, Managing Principal

24

Bank analysis—Capital, Asset Quality, Management, Earnings, Liquidity

& Deposits

Bank modeling—Stress test & burn down analysis

Economic and demographic review—County and state level, local industry & topography

Asset portfolio review—Loan stratification—Specific asset analysis by loan type—Investment portfolio - fair market vs. book value

Credit committee process—How do we make a decision?

Investment ProcessInvestment Process

Page 25: Joshua S. Siegel, Managing Principal

25

Capital—Regulatory ratios (leverage, Tier 1, TRBC)—Tangible capital

Asset quality—NPLs, NCOs, reserve level—Growth in NPLs and by loan type

Management – see next page

Earnings—ROA, ROA, NIM—Quality of earnings: adjust for one time and nonrecurring

items —Provisions vs. net charge-offs

Liquidity—Loans/Deposits, level of brokered and large time deposits—Contingency funding sources and strength of deposit

franchise

Ratios & Metrics - Trends Are ImportantRatios & Metrics - Trends Are Important

Page 26: Joshua S. Siegel, Managing Principal

26

Management and Board responsible for risk management and strategic direction - “tone at the top” for underwriting and credit

How to assess management:—Background – banking experience and overall

character—Financial ties to the bank & ties to the community—Compensation aligned to performance—Review of policies, procedures and controls—Frequency of credit policy violations (exceptions

report)—Regulatory and accounting issues—Accounting standards (quality of earnings)—Loan work-out expertise (aggressive in collections)—Adequate systems and staff to support growth

Management – Foundation of a Bank’s FranchiseManagement – Foundation of a Bank’s Franchise

Page 27: Joshua S. Siegel, Managing Principal

27

Most ratios and financial metrics look backwards

Forward looking factors are key to predicting the future

—Adjusted Texas ratio

—Operating leverage

—RE Concentration

—Growth rate of earning assets versus deposits

—Change in deposit mix

—Change in asset mix

—30-89 day past due loans

—Adjusted cash flow

—(net income + provisions + goodwill amort. + goodwill

charges - charge-offs)

Predictive Ratios & MetricsPredictive Ratios & Metrics

NPLs + OREO + 20% of CLD LoansTangible Equity + Loan Reserves( )

CLD + Non-owner Occupied CRETier 1 Capital )(

Page 28: Joshua S. Siegel, Managing Principal

28

Quality of deposits

—Brokered deposits: long-term versus short-term

—Pure deposits: level of deposits excluding all CDs & time deposits

—Duration and interest rate sensitivity of deposits

Liquidity & funding sources

—Net liquidity ratio

—Carrying value of securities to market value

—Composition of securities (3rd party MBS, munis)

—Volatile liabilities ratio (< 25%):

Unfunded commitments and loan pipeline

—Relative to capital and available funding sources

Goodwill relative to capital

Liquidity, Deposits & Capital – Other Factors to ConsiderLiquidity, Deposits & Capital – Other Factors to Consider

Volatile Liabilities - ST InvestmentsEarning Assets - ST Investments( )

Liquid Assets + Loans Maturing ≤ 1 Yr. + Remaining FHLB CapacityCDs, FHLB Advances & Other Bowwerings Maturing ≤ 1 Yr.( )

Page 29: Joshua S. Siegel, Managing Principal

29

StoneCastle has developed a proprietary bank stress model to project how banks perform in a run-off scenario

Integrates bank financial data and local economic data on a county level

Five year projections include expectations of income on performing assets3

C O

 N F

 I D E

 N T

 I A L

Run-off Analysis 1

Alliance Bancorp (Francesville, IN)2008YE Assets 262,996

Projected Tangible Equity Cap / Tangible Assets

Asset Composition Asset Growth House Price 2009 2010 2011 2012 2013

Unemployment Decline 2 6% 0 1 2 3 4

Sec 31.0% 1-yr 14.3% 7.0% -10.0% 0 10.2% 12.0% 13.7% 15.4% 17.1%

5-yr 16.5% 9.0% -20.0% 1 9.9% 11.4% 12.9% 14.4% 16.0%

Constr 1.9% 12.0% -30.0% 2 9.3% 10.4% 11.4% 12.5% 13.9%

Resi-1st 11.7% 18.0% -40.0% 3 7.1% 6.5% 6.0% 5.5% 6.2%

Resi-jr lien 0.5% TEC / TA

Resi-HE 2.0%

CRE 14.4% 08 Ratio 8.5% W.A. of Bank by Deposit Geography Deposits House Price

Cons 1.4% 9.4% -11.6% County, St (000's) Unemployment Decline 2

C&I 13.2% Pulaski, IN 72,651 10.0% -11.4%

Other 69.0% Benton, IN 39,292 7.9% -10.2%

White, IN 41,106 10.4% -11.3%

J asper, IN 42,781 8.8% -13.3%

195,830 9.4% -11.6%1 Excess cashflow goes to cash and delever's the bank2 Peak-to-trough Median Sales Price3 Assumes a flat interest rate environment and no new loans are orginated at attractive market spreads

StoneCastle’s Bank Stress ModelStoneCastle’s Bank Stress Model

Page 30: Joshua S. Siegel, Managing Principal

30

C O

 N F

 I D E

 N T

 I A L

StoneCastle considers up to 12 county-level economic metrics to determine the stress level scenario for each bank

Stress levels are deposit weighted by county for each bank

Entire Bank Universe (8,300+ institutions) is modeled and updated on a quarterly basis

Rampart – County by County Level DetailRampart – County by County Level Detail

Page 31: Joshua S. Siegel, Managing Principal

31

StoneCastle’s Bank Rating Algorithm (SCP Rating)StoneCastle’s Bank Rating Algorithm (SCP Rating)

Proprietary quantitative algorithm for grading the financial condition of each bank, thrift and bank holding company in the U.S.

Largely based on the CAMELS methodology

— Incorporates a wide variety of financial metrics pertaining to profitability, capital, asset quality and liquidity

Valuable analytical tool used to screen banks by overall credit quality

—Ability to draw nationwide and segmented inferences about the state of the banking industry

—Drill down on institutions that are exhibiting the worst performance

Continually analyze and back-test algorithm to enhance predictability

Page 32: Joshua S. Siegel, Managing Principal

32

StoneCastle Partner’s Rating DefinitionsStoneCastle Partner’s Rating Definitions

A Rating (Excellent)—Exceptionally strong financial profile—Financial metrics demonstrate capital, liquidity, profitability, and

asset quality that meet or exceed peers

B Rating (Satisfactory)—Adequate financial profile and is highly likely to meet its obligations—Poses very little overall risk of loss in the foreseeable future.

C Rating (Average to Below Average)—Exhibiting negative trends, or negative trends are emerging —More susceptible to adverse changes in economic conditions that

could affect the ability to meet obligations

D Rating (Well Below Average)—Institution demonstrates a persistent negative trend that leads to a

higher probability of inability to meet obligations—Risk of loss is not immediate, though possible if trend persists

E Rating (Unacceptable Risk)—Poses a high probability of loss

Page 33: Joshua S. Siegel, Managing Principal

33

SCP Industry Ratings: 2008 vs. 2006SCP Industry Ratings: 2008 vs. 2006

2008

2006

8%14

%

9%

21%

48%

A

BC

D

E

E, 1%

D

5%

C29%

49%

B

A

16%

Page 34: Joshua S. Siegel, Managing Principal

34

Characteristics of Performance – Market Characteristics of Performance – Market

Size Age

Ownership Growth Rate

D & E Rated Banks

A, B & C Rated Banks

Big (≥ $10Bn)

62%

38%

Small (< $10Bn)

78%

22%

< 5yrs

29%

71%

≥ 5yrs

82%

18%

Public

69%

31%

Private

80%

20%

CAGR ≥ 25%

62%

38%

CAGR < 25%

85%

15%

Page 35: Joshua S. Siegel, Managing Principal

35

Characteristics of Performance – Balance SheetCharacteristics of Performance – Balance Sheet

Capital Liquidity

CRE

D & E Rated Banks

A, B & C Rated Banks

Construction

TE + LLR <7%

51%49%

TE + LLR ≥ 7%

78%

22%

Loans/Dep ≥ 110%

69%

31%

Loans/Dep < 110%

78%

22%

CRE ≥ 30%

74%

26%

CRE < 30%

80%

20%

Construction ≥ 30%

39%

61%

Construction < 30%

80%

20%

Page 36: Joshua S. Siegel, Managing Principal

36

Demographic & Economic Overview

Demographic & Economic Overview

Page 37: Joshua S. Siegel, Managing Principal

37Source: Moody’s Economy.com & StoneCastle Partners

Key Economic Statistics – Select States vs. The United StatesKey Economic Statistics – Select States vs. The United States

Select Economic Data Alabama Arkansas GeorgiaUnitedStates

Median Home Price to Median Family Income (1Q09)

2.32x 2.15x 1.92x 2.62x

Unemployment Rate(April 2009)

9.00% 6.50% 9.30% 8.90%

5-yr. Change in Unemployment Rate (2004 – 2009)

69.8% 12.1% 106.7% 58.9%

5-yr. Change in Population(2003 – 2008)

3.45% 4.20% 8.70% 3.81%

Population Migration: 35-49 yr. old / 25-34 yr. old Ratio (2008)

1.58x 1.49x 1.56x 1.59x

Poverty Rate(2007)

14.5% 13.8% 13.6% 12.5%

Crime Rate Per 1,000 People(2007)

44.2 44.9 44.0 37.4

Page 38: Joshua S. Siegel, Managing Principal

38Source: Moody’s Economy.com & StoneCastle Partners

Key Economic Statistics – Select States vs. The United StatesKey Economic Statistics – Select States vs. The United States

Select Economic Data Iowa Kansas LouisianaUnitedStates

Median Home Price to Median Family Income (1Q09)

1.86x 1.95x 2.36x 2.62x

Unemployment Rate(April 2009)

5.10% 6.40% 6.20% 8.90%

5-yr. Change in Unemployment Rate (2004 – 2009)

10.9% 14.3% 8.77% 58.9%

5-yr. Change in Population(2003 – 2008)

2.03% 2.60% -1.72% 3.81%

Population Migration: 35-49 yr. old / 25-34 yr. old Ratio (2008)

1.60x 1.51x 1.46x 1.59x

Poverty Rate(2007)

8.90% 11.7% 16.1% 12.5%

Crime Rate Per 1,000 People(2007)

29.2 41.3 47.2 37.4

Page 39: Joshua S. Siegel, Managing Principal

39Source: Moody’s Economy.com & StoneCastle Partners

Key Economic Statistics – Select States vs. The United StatesKey Economic Statistics – Select States vs. The United States

Select Economic DataMississipp

iNebraska Oklahoma

UnitedStates

Median Home Price to Median Family Income (1Q09)

2.32x 2.01x 2.15x 2.62x

Unemployment Rate(April 2009)

9.10% 4.40% 6.20% 8.90%

5-yr. Change in Unemployment Rate (2004 – 2009)

59.7% 15.8% 21.6% 58.9%

5-yr. Change in Population(2003 – 2008)

1.87% 2.41% 3.71% 3.81%

Population Migration: 35-49 yr. old / 25-34 yr. old Ratio (2008)

1.52x 1.50x 1.42x 1.59x

Poverty Rate(2007)

22.6% 9.90% 13.4% 12.5%

Crime Rate Per 1,000 People(2007)

34.9 34.7 40.4 37.4

Page 40: Joshua S. Siegel, Managing Principal

40Source: Moody’s Economy.com & StoneCastle Partners

Key Economic Statistics – Select States vs. The United StatesKey Economic Statistics – Select States vs. The United States

Select Economic Data Oregon Texas VirginiaWyomi

ngUnitedStates

Median Home Price to Median Family Income (1Q09)

3.60x 2.26x 2.83x 1.86x 2.62x

Unemployment Rate(April 2009)

12.0% 6.70% 6.80% 4.50% 8.90%

5-yr. Change in Unemployment Rate (2004 – 2009)

64.4% 8.06% 83.8% 15.4% 58.9%

5-yr. Change in Population(2003 – 2008)

5.98% 8.48% 4.22% 5.94% 3.81%

Population Migration: 35-49 yr. old / 25-34 yr. old Ratio (2008)

1.43x 1.41x 1.61x 1.39x 1.59x

Poverty Rate(2007)

12.8% 16.5% 8.60% 10.9% 12.5%

Crime Rate Per 1,000 People(2007)

38.3 46.4 27.4 31.0 37.4

Page 41: Joshua S. Siegel, Managing Principal

41

5-yr. Change in Population - Nebraska5-yr. Change in Population - Nebraska

Sharp County is the 3rd most populous county in NE with 151 thousand residents 5 – 20 miles from Omaha which is home to 5 Fortune 500 companies: Berkshire

Hathaway, ConAgra Foods, Mutual of Omaha, Peter Kiewit Sons, and Union Pacific Railroad

Home to Offutt Air Force Base 2nd largest Wing in the U.S. Air Force 10,000 military and federal employees

Sarpy County

U.S. AvgAbove U.S. Avg

Below U.S. Avg

• Lincoln

Omaha

Page 42: Joshua S. Siegel, Managing Principal

42

2008 Household Income - Virginia2008 Household Income - Virginia

U.S. AvgAbove U.S. Avg

Below U.S. Avg

Henry CountyHenry County Largest Employers: Henry County Public Schools,

Stanley Furniture and Memorial Hospital County is reliant on manufacturing (particularly furniture), textiles,

plastics, wood products and printing 6.3% unemployment rate in 2008 versus the state average of 3.2% Unemployment reached 14.2% in April 2009

Page 43: Joshua S. Siegel, Managing Principal

43

5-Year Change in Household Income - Virginia5-Year Change in Household Income - Virginia

U.S. AvgAbove U.S. Avg

Below U.S. Avg

Henry County: historically low household income based on demographics of the county Low level of education – 9.4% of people have a bachelor’s or higher degree, only 65%

graduated high school Lost ~ 3% of total jobs over the past 5 years (manufacturing) while population declined

4.5% 11.7% of the population lives below poverty with a high unemployment rate

Fairfax County: most populous county in VA reflects a more stable economic environment 91% of 25+ year olds graduated high school, 55% have a bachelor's or higher degree 6% job growth with almost 11% population growth 4.9% live below the poverty line and a very low unemployment rate (currently ~ 3.3%)

Fairfax County

HenryCounty

Page 44: Joshua S. Siegel, Managing Principal

44

5-Year Change in Home Prices - Arkansas5-Year Change in Home Prices - Arkansas

U.S. AvgAbove U.S. Avg

Below U.S. Avg

Poinsett County

• Little Rock

Poinsett County: slower job growth, lower median household income and higher unemployment rate compared to the Arkansas and national averages

Page 45: Joshua S. Siegel, Managing Principal

45

Median Home Price to Median Income - LouisianaMedian Home Price to Median Income - Louisiana

Orleans Parish New Orleans’ post-Hurricane Katrina economy has largely shielded the Orleans

Parish from the recession being felt in the rest of the economy Due to diminished supply and increasing demand, home prices have dipped only

slightly, dropping 2.1% in the fourth quarter of 2008 compared with 12.9% nationwide

East Baton Rouge Parish City of Baton Rouge is one of the fastest growing cities in the South, which has

prevented a decline in housing prices experienced by many other major cities

LA AvgBelow LA Avg

Above LA Avg

• Baton Rouge

East Baton Rouge Parish

Orleans Parish

Page 46: Joshua S. Siegel, Managing Principal

46Source: Moody’s Economy & NAR

Home Price to Median Family Income – by RegionHome Price to Median Family Income – by Region

Past five years saw a home price bubble in growth areas

National average Home Price to Median Family Income since1981 has been 2.79x

The U.S. average home price fell to 2.77x of income in 4Q08 from the peak of 3.90x in 3Q05

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x

1981 1983 1985 1987 1990 1992 1994 1996 1999 2001 2003 2005 2008

Hom

e Pr

ice

/ M

edia

n Fa

mily

Inco

me

Growth Areas (WestCoast, Northeast, FL, AZ, NV)Recession Areas (IN, MI, OH)Rest of the CountryUS Average

Bubble

Page 47: Joshua S. Siegel, Managing Principal

47

Source: Moody’s Economy & NAR

Home Price to Median Family Income – by Select StatesHome Price to Median Family Income – by Select States

California may have seen the worst of downward pressure as affordability has reverted towards the mean

Most states did not see runaway growth in home prices relative to income

1.3x

2.3x

3.3x

4.3x

5.3x

6.3x

7.3x

8.3x

1981 1983 1985 1987 1990 1992 1994 1996 1999 2001 2003 2005 2008

Hom

e Pr

ice

/ M

edia

n Fa

mily

Inco

me

CaliforniaAlabamaArkansasGeorgiaIowaUS Average Bubble

Page 48: Joshua S. Siegel, Managing Principal

48

Source: Moody’s Economy & NAR

Home Price to Median Family Income – by Select StatesHome Price to Median Family Income – by Select States

Affordability across much of the country continues to improve as home prices return to pre-boom levels

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

1981 1983 1985 1987 1990 1992 1994 1996 1999 2001 2003 2005 2008

Hom

e Pr

ice

/ M

edia

n Fa

mily

Inco

me

KansasLouisiana

MississippiNebraska

US Average

Page 49: Joshua S. Siegel, Managing Principal

49

Source: Moody’s Economy & NAR

Home Price to Median Family Income – by Select StatesHome Price to Median Family Income – by Select States

The Northeast lags the rest of the U.S. by one to two quarters Current home prices in Oregon approximate June 2005

prices, whereas home prices in the rest of the country have reached 2003 levels

1.6x

2.1x

2.5x

3.0x

3.4x

3.9x

4.3x

4.8x

1981 1983 1985 1987 1990 1992 1994 1996 1999 2001 2003 2005 2008

Hom

e Pr

ice

/ M

edia

n Fa

mily

Inco

me

OklahomaOregonTexasVirginiaWyomingUS Average Bubble

Page 50: Joshua S. Siegel, Managing Principal

50

Unemployment Rate - TexasUnemployment Rate - Texas

Houston-Galveston-Brazoria MSA Moderate impact from substantially lower oil and natural gas prices Contraction of the employment base, while less severe than elsewhere

in the country, has pushed up unemployment to 5.9% in April 2009, which is still below the 6.7% and 8.9% for the state and nation, respectively

U.S. AvgBelow U.S. Avg

Above U.S. Avg

• Austin

Houston-Galveston-Brazoria MSA

Pecos – home to the largest oil field in the U.S.

Page 51: Joshua S. Siegel, Managing Principal

51

5-Year Change in Unemployment Rate - Texas5-Year Change in Unemployment Rate - Texas

U.S. AvgBelow U.S. Avg

Above U.S. Avg

• Austin

Dallas-Ft. Worth-Arlington MSA

Dallas area home to major employers such as Texas Instruments, Perot Systems, AT&T, Verizon, Lockheed Martin, Bell Helicopter Textron, Raytheon and American Airlines

Ft. Worth area has a high level of agriculture which could contribute to the somewhat higher unemployment rate in the MSA

Page 52: Joshua S. Siegel, Managing Principal

52

Bankruptcies - KansasBankruptcies - Kansas

Unemployment levels are often a leading indicator of bankruptcy filings Between 2007 and the first quarter of 2009, unemployment rate in Kansas City MSA

increased from 4.6% to 7.5%, while that in Topeka MSA increased from 4.5% to 6.5% Suggests that number of bankruptcy filings in Shawnee and Wyandotte counties will

remain high in 2009

Recent layoffs suggest that bankruptcies related to the manufacturing sector may continue to rise Wyandotte County’s 2009 bankruptcy figures will reflect Chapter 11 filing of General

Motors, which has a plant in Kansas City Major aircraft manufacturers including Bombardier Aerospace, Cessna Aircraft and

Hawker Beechcraft have laid off thousands of workers in Wichita, citing cancelled aircraft orders

U.S. AvgBelow U.S. Avg

Above U.S. AvgKansas City MSA

Topeka

• Wichita

Topeka MSA

• Kansas City

Page 53: Joshua S. Siegel, Managing Principal

53

5-Year Change in Bankruptcies – Kansas5-Year Change in Bankruptcies – Kansas

Bankruptcy filings and mass layoffs have increased since 2006 Annual bankruptcy filings in Kansas peaked at 22,786 in 2005, before

declining sharply to 6,247 in 2006 and then increasing to 8,900 in 2008 Number of bankruptcy filings corresponded with number of mass layoffs

—The number of mass layoffs, which include more than 50 people, increased from 88 in 2006 to 136 in 2008

—38 of these layoffs came in December, the highest monthly figure in over a decade

Norton County: Over the 5 year period, population declined 4.9% and personal income decreased 2%, while trends for the state of Kansas were both positive

U.S. AvgBelow U.S. Avg

Above U.S. Avg

Norton County

• Topeka

Page 54: Joshua S. Siegel, Managing Principal

54

Crime Rate - GeorgiaCrime Rate - Georgia

Fulton and DeKalb counties are affected by substantial drug trafficking activity, low levels of educational, high unemployment and declining number of jobs Educational attainment: 14% and 16% of county populations have not graduated

from high school, compared with 10% nationally Unemployment: Among individuals aged 16 and over, the unemployment rate in

Fulton and DeKalb was approximately 7.4% and 7.3%, respectively, compared with 6.6% nationally (2008)

Job Growth: Employment growth of -0.8% in De Kalb and Fulton counties was lower than the state and national averages during 2008

U.S. AvgBelow U.S. Avg

Above U.S. AvgFulton County

• Atlanta

DeKalb County

Page 55: Joshua S. Siegel, Managing Principal

55

Topography - Flood PlainsTopography - Flood Plains

Page 56: Joshua S. Siegel, Managing Principal

56

Distribution of SCP Ratings - WyomingDistribution of SCP Ratings - Wyoming

Platte County

U.S. AvgAbove U.S. Avg

Below U.S. Avg

Sheridan County

Hot Springs County

Overall, Wyoming banks had better profitability, liquidity, efficiency and lower credit losses than the industry

averages in 1Q09

Level of capital, nonperforming assets and exposures to CL&D and CRE loans approximate industry averages

• Cheyenne

Page 57: Joshua S. Siegel, Managing Principal

57

Net Interest Margin - OklahomaNet Interest Margin - Oklahoma

U.S. AvgAbove U.S. Avg

Below U.S. Avg

• Tulsa

Marshall County

Johnston County

Love County

Overall, Oklahoma banks enjoy higher asset yields and lower funding costs relative to the national averages in 1Q09

Page 58: Joshua S. Siegel, Managing Principal

58

Concentration of Home Equity Loans - Mississippi Concentration of Home Equity Loans - Mississippi

U.S. AvgBelow U.S. Avg

Above U.S. Avg

Harrison County

• Jackson

Tishomingo County

Adams County

Adams, Harrison and Tishomingo counties reported lower than average net charge-offs in their home equity portfolios despite the above average concentration in 1Q09

Page 59: Joshua S. Siegel, Managing Principal

59

Concentration of Construction Loans - OregonConcentration of Construction Loans - Oregon

U.S. AvgBelow U.S. Avg

Above U.S. Avg

• Salem

• EugeneLane County

Lane County experienced 74% growth in median household income over the past two years with above average growth in employment

Page 60: Joshua S. Siegel, Managing Principal

60

Net Charge-Offs - IowaNet Charge-Offs - Iowa

U.S. AvgBelow U.S. Avg

Above U.S. Avg

Poweshiek County

• Des Moines

Poweshiek County’s rating is skewed by the high level of net charge-offs reported by Patriot Bank and People’s Savings Bank in 1Q09 Other banks in the county reported a very low level of

NCOs in the quarter

Page 61: Joshua S. Siegel, Managing Principal

61

Tier 1 Ratio - AlabamaTier 1 Ratio - Alabama

U.S. AvgAbove U.S. Avg

Below U.S. Avg• Montgomery

The average Tier I ratio in the state has lagged the national average over the past five years

Page 62: Joshua S. Siegel, Managing Principal

62

Regulatory Capital Options

Regulatory Capital Options

Page 63: Joshua S. Siegel, Managing Principal

63

Subordinated Debt

Trust Preferred

Regulatory CapitalTypical Bank

Capital Structure

Deposits (89%)Preferred Stock

Common Equity

Importance of Regulatory CapitalImportance of Regulatory Capital

Regulatory Capital (11%)

Page 64: Joshua S. Siegel, Managing Principal

64

Historical Capital Options for Regional & Money Center BanksHistorical Capital Options for Regional & Money Center Banks

Subordinated Debt

Trust Preferreds

Hybrids

Convertible Preferred

Preferred Stock

Perpetual Preferred Stock

Common Stock

Page 65: Joshua S. Siegel, Managing Principal

65

Historical Capital Options for Community BanksHistorical Capital Options for Community Banks

Subordinated Debt

Trust Preferreds

Hybrids

Convertible Preferred

Preferred Stock

Perpetual Preferred Stock

Common Stock

Page 66: Joshua S. Siegel, Managing Principal

66

Current Capital Options for Community BanksCurrent Capital Options for Community Banks

Subordinated Debt ?

Trust Preferreds

Hybrids

Convertible Preferred

Preferred Stock

Preferred Stock via TARP

Perpetual Preferred Stock

Common Stock ?

Page 67: Joshua S. Siegel, Managing Principal

67

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

2000 2001 2002 2003 2004 2005 2006 2007 2007 2008 2008

L + 000 bps

L + 200 bps

L + 400 bps

L + 600 bps

L + 800 bps

L + 1000 bps

L + 1200 bps

Bank TPS Issuance

Spread$

in

Mil

lio

ns

Pooled Trust Preferred Market IssuancePooled Trust Preferred Market Issuance

No pooled Trust Preferred issuance in 2008 or 2009

Spreads between 2002 and the 1st half 2007 were artificially low because of increased liquidity from SPVs

Capital Markets driven pooled TPS market unlikely to return – dramatic changes to rating agency methodology

1st Half 1st Half2nd Half 2nd Half

Page 68: Joshua S. Siegel, Managing Principal

68

Subordinated

Debt

Subordinated

Debt Trust

Preferred

Trust Preferred

CommonEquity

CommonEquity

Convertible

Preferred

Convertible

Preferred

Term 30 years 10 years Perpetual Perpetual

Rate ~14.0% ~13.0% ~10.0% 30%+

Capital Treatment

Tier 1 Tier 2 Tier 1 Tier 1

Tax TreatmentOrdinary Income

Ordinary Income

QDI Dividend

Call Protection 5-10 years 5 years 3 years NA

Voting Rights No No Yes Yes

Warrants Yes Yes NA NA

Regulatory Capital – Indicative Deal TermsRegulatory Capital – Indicative Deal Terms

Page 69: Joshua S. Siegel, Managing Principal

69

Unlikely to return Market demandChange in rating agency criteria

Fundamental changes on Wall St.

Investor base is much smaller (SIV/Conduits gone)

Abuse of structured finance technology

Rating agencies are not trusted and ratings methodology is changed for the worse

Most legacy investors are gone or failing

Pooled Trust Preferred MarketPooled Trust Preferred Market

Page 70: Joshua S. Siegel, Managing Principal

70

Federal Government Initiatives and the Private

Market

Federal Government Initiatives and the Private

Market

Page 71: Joshua S. Siegel, Managing Principal

71

Spending $100 and Earning $90 for the last 20 years

Addiction to Leverage

Change from saying: “I’m going to save up for a ______” to “I’m going to charge it and pay it later.”

$4 Trillion “Shadow Banking Market”

FASB – America’s Unexpected Terrorist

Impatience

How did the U.S. Economy Get To This Point?How did the U.S. Economy Get To This Point?

Page 72: Joshua S. Siegel, Managing Principal

72

TARP, TALF, etc………….what’s next?

Are the government programs working?

Will these programs be enough?

Is the government taking the right steps?

What will the side-effects be?

Federal Government ActionsFederal Government Actions

Page 73: Joshua S. Siegel, Managing Principal

73

“Chicken or the Egg” – who invests first?

Temporary vs. permanent solution

Legislative and regulatory hurdles ongoing

Federal government influence and controls

Stigma attached to participation

Changing terms - TARP Section 5.3:— “unilaterally amend any provision of this

Agreement…”

Ultimate take out for TARP unclear

TARP and Private Equity InvestorsTARP and Private Equity Investors

Page 74: Joshua S. Siegel, Managing Principal

74

Rational for TARP and Additional CapitalRational for TARP and Additional Capital

% Rate CostDeposits 90% 3.25% 2.93%Equity 10% 30.00% 3.00%

Blended Cost of Capital: 5.93%

Bank Prior to TARP/TPS

% Rate CostDeposits 90% 3.25% 2.93%TARP 2.5% 5.00% 0.13% warrants 4.00% 0.10%Equity 7.5% 30.00% 2.25%

Blended Cost of Capital: 5.40%

Bank Post TARP

Hybrid capital reduces the blended cost of capital Private and public capital are initially at equal cost

— TARP steps up after the fifth year

% Rate CostDeposits 90% 3.25% 2.93%TPS 2.5% 14.00% 0.35% tax adjustment -4.90% -0.12%Equity 7.5% 30.00% 2.25%

Blended Cost of Capital: 5.40%

Bank Post TPS

Page 75: Joshua S. Siegel, Managing Principal

75

Regulatory Capital Raises - 2008(1)Regulatory Capital Raises - 2008(1)

(1) Source: SNL Financial & StoneCastle Partners; as of Dec. 31, 2008

Record amounts of capital raised

— TARP issuance (Capital Purchase Program – CPP)

— Where is the capital for community banks?

4% Sub Debt

5% TPS

4% Pref Equity

67% CPP Pref Equity

20% Common Equity

$11.4 billion

Issuance by Banks with Assets < $10 billion ($ in

bn)

0

75

150

225

300

375

Issuance by Banks with Assets > $10 billion ($ in

bn) 1% Sub Debt

5% TPS

0

2

4

6

8

10

12

26% Pref Equity

53% CPP Pref Equity

15% Common Equity

$355.3 billion

Page 76: Joshua S. Siegel, Managing Principal

76

Trying to restore confidence

Seeks to create more stable trading levels of publicly issued bank debt

Provides capital for:

—Disposal of bad assets

—Increased lending

—Acquisition of weaker institutions

TARPTARP

Aimed towards assisting the money center and large regional banks

Short-term and temporary solution

Not enough funds are reaching Main Street

Community banks may not have access to TARP capital and funds may not be available

AdvantagesAdvantages DisadvantagesDisadvantages

Page 77: Joshua S. Siegel, Managing Principal

77

An Alternative to TARP—Funds can be offered at rates similar to TARP—Ability to avoid the structural issues of TARP

An Additional Source of Funds—TARP funds fall short of the existing capital appetite—Funds in addition to TARP are necessary for

—Mergers and acquisitions—Acquisition of failed banks’ deposits and assets—Charge-offs—Optimized Tier 1 capital levels

A Potential Exit Strategy—TARP funds must be refinanced with “Qualifying Capital”—Qualifying Capital may be expanded to include TPS

Private Equity Solutions Co-exist With TARPPrivate Equity Solutions Co-exist With TARP

Page 78: Joshua S. Siegel, Managing Principal

78

Few firms organized for non-control investments

Fewer are qualified to evaluate bank specific investments

Large universe of targets for non-control investment

Allows investors to participate with well run banks

Limited universe of investment targets

—Distressed

—De novo

—Expensive

Regulatory gating / BHC risk

Requires a management team willing to leave

Non-control InvestmentsNon-control InvestmentsControl/Buy Out Investments

Control/Buy Out Investments

Private Market SolutionsPrivate Market Solutions

Page 79: Joshua S. Siegel, Managing Principal

79

Non-control Capital Infusion

Traditional Bank Buyouts

Form of InvestmentConvertible Preferred Shares/

Trust Preferred with Warrants

Common Shares

Control (1) No Yes

Quality of Management

Deep knowledge of the bank’s local markets and

customers

Weak to average knowledge of the bank’s

local markets

Age of Institution 30+ Years Typically De Novo to 10 Years

Subject to BHC Rules No Yes

Voting Shares (1) Yes Yes

Ownership % (Diluted) (1)

<33% >33%

Liquidation Preference

Senior to Equity N/A

Current Dividend Yield

8%+ 0-5%

Board Seats (1) Typically Yes

Harvest Period 3-5 years Uncertain

Targeted Investment Size

$5 - $50 $50+ million

Targeted IRR 12% - 25%+ 30%+

Targeted MOI 2.0x - 3.0x+ 4.0x+

(1) Certain investments may be in partnership with one or more parties which as a group may have control, higher share ownership and board representation

Private Market SolutionsPrivate Market Solutions

Page 80: Joshua S. Siegel, Managing Principal

80

What Do Private Investment Firms Think About?What Do Private Investment Firms Think About?

Deposit quality and franchise value

“True” book value of the company

Asset/liability composition

Market demographics:

—population growth, median household income, local industry, age trends

Microeconomic factors:

—unemployment, house prices, bankruptcy filings

Topographical considerations:

—earthquake, flood, hurricane

Page 81: Joshua S. Siegel, Managing Principal

81

StoneCastle rates community banks by financial health into the three general categories listed below (1)

Category 2 Banks

(~700 Banks)

SCP Grade D

Material but not imminently critical capital or asset quality issues

Quantifiable problems that can be defined and addressed

Historically good franchise value with credible management and a strategy to address issues

Attractive investment opportunities due to low price-to-book and likelihood of future growth

Institution may need to raise regulatory capital or consider strategic alternatives

Category 1 Banks

(~6500 Banks)

SCP Grade A, B & C

Banking franchises with solid deposit base, strong capital and reserves

Sufficient capital and reserves to cover potential asset degradation

Minimal exposure to high risk asset classes

Average to above average earnings

Experienced management team

Category 3 Banks

(~1100 Banks)

SCP Grade E

Distressed loan book with unquantifiable asset quality issues

Concentrations to high risk asset classes or expanded beyond historical geographic footprint

Challenging economic and demographic issues

Declining franchise value with insufficient capital and reserves to non-performing assets

Likely to come under regulatory supervision or failure

C O

N F

I D

E N

T I A

L

As of 4th Quarter 2008

Community Banking Market – Categories of BanksCommunity Banking Market – Categories of Banks

Page 82: Joshua S. Siegel, Managing Principal

82

Banks presently have an increased need for regulatory capitalWilling to consider dilutive forms of equityPrefer non-dilutive and tax deductible Tier 1 and Tier 2

capital

Banks need capital in weak marketsVoluntary needs:

—Acquire weaker banks and divested branches—Organic growth of loan portfolio and deposits due to

competitors’ weaknesses Involuntary needs (regulatory pressure)

—Raise capital to absorb potential loan losses

Banks also need capital in strong marketsVoluntary needs:

—Acquire strategically aligned banks—Expand branch network—Organic grow of loan portfolio and deposits—Acquire value-added businessesS

T O

N E

C A

S T

L E

P

A R

T N

E R

S

Need for Regulatory Capital Exists in Both Strong & Weak MarketsNeed for Regulatory Capital Exists in Both Strong & Weak Markets

Page 83: Joshua S. Siegel, Managing Principal

83

StoneCastle has identified a need for Tier 1 capital in the community banking sector

Community banks hold approximately $3.0 trillion in assets and $319 billion in equity

Trust preferred securities (TPS) and subordinate debt will continue to be a critical source of non-dilutive capital

StoneCastle estimates that community banks will require more than $92 billion of capital over the next five years based on first quarter numbers

Need for Tier 1 Capital in the Community Banking SectorNeed for Tier 1 Capital in the Community Banking Sector

Capital to be Funded by TPS      

Additional Loan Charge-offs $ 33 Bn

Organic Asset Growth $ 19 Bn

Permanent increase to loan loss reserves $ 12 Bn

Acquisition of D and E rated banks   $ 28 Bn

Total New TPS Needed:   $92 Bn

Page 84: Joshua S. Siegel, Managing Principal

84

Capital Deficiency Calculation for all Banks < $10bn

Totals for all banks less than $10bn

Net Loans 2,066.0$ Average Annual Net Charge Offs to Loans 1.61%

Total Assets 3,056.0 Cumulative Net Charge Offs to Loans over 5 yrs 8.06%

Equity Capital 318.0 Cumulative Net Charge Offs to Assets over 5 yrs 5.45%

Annual Net Income 8.3 Tax After Net Charge Offs to Assets over 5 yrs (35%) 3.54%

Total Loss After Benefit of Retained Earnings 2.19%

Annualized ROA 0.27%

ROA Cumulative over 5 yrs 1.35% Total Capital Needed 67.0

50% Funded through TPS $33.5

______________________Source: FDIC, SNL, Goldman Sachs Research

______________________Source: FDIC, SNL, Goldman Sachs Research

($ in Billions)

(1)

______________________(1) Note: Taxes should be factored in only one of the three categories where applicable

Net Charge-Offs Ratio

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

2007 2008 2009E 2010E 2011E 2012E 2013E

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%Average Cycle

Current Cycle

Proj Cumulative Avg

Total Capital Need Sensitivity

Average Annual NCO/ Loans over 5yrs

25.89 1.30% 1.50% 1.70% 1.90% 2.10%

0.20% 56.7 70.2 83.6 97.0 110.4

0.30% 41.4 54.9 68.3 81.7 95.2

0.40% 26.2 39.6 53.0 66.5 79.9

0.50% 10.9 24.3 37.7 51.2 64.6

0.60% - 9.0 22.5 35.9 49.3

0.70% - - 7.2 20.6 34.0

Average Annual

Free Cash Flow to Assets

Capital Needed as a Result of Charge-OffsCapital Needed as a Result of Charge-Offs

Page 85: Joshua S. Siegel, Managing Principal

85

Tier 1 Capital Deficiency Calculation for all Banks < $10bn

2008 2009E 2010E 2011E 2012E 2013E

Assets $3,056.0 $3,166.0 $3,280.0 $3,398.1 $3,520.4 $3,647.1

Asset Growth 110.0 114.0 118.1 122.3 126.7

Equity Capital 318.0 379.9 393.6 407.8 422.4 437.7

Additional Capital Required 61.9 13.7 14.2 14.7 15.2

Total Cumulative Capital Required Over Five Years 119.7

Pre-Prov Income (after taxes) $25.3 $26.2 $27.2 $28.2 $29.2

Dividends (40%) (10.1) (10.5) (10.9) (11.3) (11.7)

Retained Capital 15.2 15.7 16.3 16.9 17.5

Total Cumulative Capital Retained Over Five Years 81.7

Total Capital Needed 38.0

50% Funded through TPS $19.0

Market Statistics for all Banks <$10bn

Total Assets $3,056.0

Net Loans 2,066.0

Equity Capital 318.0

Equity Capital Ratio 10.4%

Equity Capital Ratio to Maintain 12.0%

Annual Asset Growth Rate Assumed 3.6%

($ in Billions)

($ in Billions)(1)

(2)

______________________(1) Source: FDIC, SNL, Goldman Sachs Research(2) 1.2x Average annual GDP (3.0%), “United States: Banks” - Goldman Sachs 12/6/2008(3) Note: Taxes should be factored in only one of the three categories where applicable

(3)

Capital Required for Growth

0

20

40

60

80

100

120

140

2009E 2010E 2011E 2012E 2013E

$ in

Billion

s

Cumulative Capital Required

Cumulative Capital Retained

Capital Needed as a Result of GrowthCapital Needed as a Result of Growth

Page 86: Joshua S. Siegel, Managing Principal

86

Average bank NPAs have been

trending upwards and reserve levels

will have to be built accordingly

Reserve ratios are expected to

increase to a peak ratio of 3.50%

and trend downward thereafter but

to a new higher permanent level

TPS will be an important component

in supporting this capital need

(2)

______________________(1) Source: FDIC, SNL, Goldman Sachs Research(2) Note: Taxes should be factored in only one of the three categories where applicable

Average Bank NPAs and Reserve Level Trends

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

19

93Y

19

94Y

19

95Y

19

96Y

19

97Y

19

98Y

19

99Y

20

01Y

20

02Y

20

03Y

20

04Y

20

05Y

20

06Y

20

07Y

20

08E

20

09E

20

10E

20

11E

20

12E

20

13E

NPAs/Total Assets Reserves/ Total Loans

(1)

YReserve Building -- Tier 1 Capital Deficiency Calculation for all Banks < $10bn

2008 2009E 2010E 2011E 2012E 2013E

Loans $2,066.0 $2,140.4 $2,217.4 $2,297.3 $2,380.0 $2,465.6

Reserve Ratio 1.44% 2.50% 3.50% 3.50% 3.00% 2.75%

Reserve Amount 29.78 53.51 77.61 80.40 71.40 67.81 Increase/ Decrease in Reserves 23.73 24.10 2.79 (9.01) (3.59)

38.0

Total Tax Adjusted Need for Capital 24.7

50% Funded through TPS $12.4

Capital Needed due to Increased Loan Loss ReservesCapital Needed due to Increased Loan Loss Reserves

Page 87: Joshua S. Siegel, Managing Principal

87

M&A Activity -- Capital Deficiency Calculation for all Banks < $10bn

2009E 2010E 2011E 2012E 2013E

Assets Purchased $183.4 $183.4 $183.4 $183.4 $183.4

Capital Required 22.0 22.0 22.0 22.0 22.0 25% Funded with TPS 5.5 5.5 5.5 5.5 5.5

Amount Funded through TPS $27.5

7100 Category A Banks

A, B, and C Banks

D

E

~

StoneCastle’s proprietary algorithm, incorporating both quantitative and qualitative factors,

grades the entire universe of performing banks by financial health (scale from A to E)

($ in Billions)(1)

______________________(1) Assumes a linear distribution of capital for M&A activity over the next five years

Troubled Banks

Troubled Banks (D & E) 30.0%Assets in Troubled Banks 916.8Capital Required (12%) 110.0% Funded with TPS 25.0%

Market Statistics for all Banks <$10bn

Total Assets (Market Size) $3,056.0

Equity Capital 318.0

Capital Needed as a Result of M&A and FailuresCapital Needed as a Result of M&A and Failures

Page 88: Joshua S. Siegel, Managing Principal

88

OutlookOutlook

Page 89: Joshua S. Siegel, Managing Principal

89

Recession -- Increasing unemployment

Continued contraction in credit availability— Disrupted securitization market – not coming back— Bank balance sheet constraints — Heightened risk aversion

Credit spreads remain elevated

Increase in CRE and C&I loan defaults

Sustained global effort needed to restore confidence

— Will need public as well as private solutions— Fundamental changes in borrowing habits by investors,

corporations and consumers

Outlook 2009Outlook 2009

Page 90: Joshua S. Siegel, Managing Principal

90

Deep Recession - Key Indicators at All Time HighsDeep Recession - Key Indicators at All Time Highs

Source: Bloomberg

J PMorgan Domestic HighYield Bond Indices

200 bps

400 bps

600 bps

800 bps

1000 bps

1200 bps

1400 bps

1600 bps

1800 bps

2000 bps

1995 1997 1999 2001 2003 2005 2007 2009

U.S. Continuing J obless Claims(in thousands)

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

1973 1978 1983 1988 1993 1998 2003 2008

Page 91: Joshua S. Siegel, Managing Principal

91

There will be winners and losers but the banking industry will survive

Industry is trending back to traditional model

Continued contraction in credit availability likely

—30 years ago, 80% of lending was under regulatory control

—Less than 40% of lending was under regulatory control last year

Loan pricing is becoming more rational and risk-based

Wall Street dislocation has reduced the number of non-bank lending institutions − REITs − Hedge Funds − CDOs/CLOs

− BDCs − Specialty Lenders

Short Term Outlook for Banking IndustryShort Term Outlook for Banking Industry

Page 92: Joshua S. Siegel, Managing Principal

92

Municipal securities – embedded losses?— Wider spreads reflecting increasing concerns about the

underlying credit— Lack of full disclosure by many issuers of tax-exempt debt— Decline of municipal bond insurance and the bond

insurers— Weakened role of bond ratings and the rating agencies— Uncertainties over expected changes to the municipal

bond rating scales— Likelihood of increasing tax rates

Outlook on interest rates and inflation— Mixed bag

Asset quality— Home equity— CRE— Consumer credit

Emerging Credit Concerns & UncertaintiesEmerging Credit Concerns & Uncertainties

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Political— Mortgage “cram-down”— New regulations— Restrictions on business— Credit availability — Mark-to-market accounting

Profitability— Cost of excess liquidity — FDIC special assessment

Access to Capital— Replacement of TARP— Expanded stress test— OREO valuations

Emerging Credit Concerns & Uncertainties (continued)Emerging Credit Concerns & Uncertainties (continued)

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Repricing of adjustable-rate mortgages

Emerging Credit Concerns & Uncertainties (continued)Emerging Credit Concerns & Uncertainties (continued)

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Who will provide financing to community banks in the long term?

Refinancing risks for:— TARP

— Corporate debt— Government debt

Issues to consider— Future of bank regulatory environment

— Global recession— U.S. Dollar— Oil

Outlook for 2010 and BeyondOutlook for 2010 and Beyond

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Private/public partnerships

U.S. municipalities and U.S. pensions as part of the solution

Easing of Bank Holding Company (BHC) rules

More transparency

Things For All of Us to ConsiderThings For All of Us to Consider

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SummarySummary

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Market stress is not equal among all banks

Government support of the banking industry is disproportionate

Certain factors can predict bank failure risk

Community banks need dedicated capital providers

Private investor interest is growing

BHC regulatory rules need to be amended or re-written

Outlook is better for traditional banking institutions

SummarySummary

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Joshua S. Siegel

Managing Principal

StoneCastle Partners, LLC

ph: 212-354-6500 x303

[email protected]

Question and AnswerQuestion and Answer