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White Paper February 2013 Emerald Financial Services Team A CASE for continuing investment opportunities in community banks. By Steven E. Russell, Esq. 3175 Oregon Pike, Leola, Pennsylvania 17540 Tel: 717-396-1116 • Fax: 717-556-8895 www.teamemerald.com 2 Have Investors Missed Their Opportunity To Invest In Community Banks? Small cap bank stocks have continued their rise, up greater than 50%, from credit crisis lows reached on October 3rd, 2011, the result of nine quarters of credit quality improvement, “better” capitalization, a stabilized housing market, and a return to loan growth albeit slow loan growth. While the operating environment has certainly improved since the fourth quarter of 2011 for small cap banks, investors are now concerned that the “good” news has been priced in to the stock valuations. As we enter the fourth quarter 2012 earnings season, investors are concerned that bank stocks have run their course and that the sluggish economy, low interest rates, and net interest margin compression are reasons to avoid the sector. The popular sentiment is that the shape of the yield curve will likely contribute to net interest margin compression and EPS estimate reductions. 3 We agree that if the domestic economy does not materially improve, low interest rates will likely persist well into 2014. We view this as an opportunity for stock pickers to outperform as quality banks are better positioned than others to manage through this challenging operating environment. We believe that Emerald’s 10 Step Research Process enables us to pick winners in the type of bifurcated market that exists in the bank sector today. We believe that we have and will continue to identify attractively valued banks that have better growth prospects, lower deposit costs, liquidity deployment, credit tailwinds and cost reduction capacity. While buyers and sellers have yet to close the bid/ask spread enough to drive a “wave” in merger activity. We have seen year over year growth in the number of mergers announced and consummated. We believe that the continued regulatory burden will contribute to an increase in banks with less than $1 billion in assets becoming willing sellers. As the anticipated merger activity takes place, we believe we will see small cap bank and thrift valuations move towards historical levels. Community Bank are Attractively Valued Historically, bank stocks have been valued using either price to earnings (PE ratio) or price to tangible book value (P/TBV) with investors relying on one more than the other depending on the operating environment and where we are in the credit cycle. Price to Earnings Ratio In a normal operating environment, bank stocks can be valued on their price to earnings ratios (PE), which is calculated by dividing a bank’s stock price by its earnings per share (which can be based on trailing or forecasted earnings). The current price / next 12 months EPS multiple of small cap banks and thrifts stands at 13.5x versus the one year, three year and five year averages of 14.2x, 15.2x and 15.7x, respectively. But the current operating environment is anything but “normal”. Earnings have been muted by increased levels of provisioning, low loan to deposit ratios and excess capital being held by banks due to regulatory pressures. Until provisioning, allowance for loan losses, and loan to deposit ratios return to “normal” levels we place more emphasis on tangible book value metrics. Price to Tangible Book Value (P/TBV) Price to tangible book value is a more conservative valuation metric that measures the premium or the discount bank stocks trade at relative to its tangible book value. TBV has become the de facto valuation methodology during the recent credit crisis, as tangible common book value is often viewed as the purest measure of GAAP capital and is the closest to regulatory capital measures. Banks currently trade at 1.45x TBV, a significant discount to both their 1.7x P/TBV ten year historical average and 2.5x P/TBV 4 twenty year historical average. We believe the current discount to historical levels provides an attractive opportunity to invest in quality banks at bargain prices. Home Prices Have Bottomed Historically, real estate loans represent the largest community bank loan category, making up more than sixty percent of their total loans. Real estate loans are broken down into three major categories: 1) closed end residential real estate, which represents 22% of total loans; 2) revolving home equity, 6% of total loans; and 3) commercial real estate which accounts for 40% of total loans and includes construction, land development, and other land, as well as loans secured by farm land, multifamily residential properties and non farm non residential properties. With residential real estate related loans making up 28%+ of total loans at community banks historically, we believe that an essential aspect to the rally we are witnessing in community bank stocks is the stabilization of the housing market. The Federal Government, via their move to launch the third round of quantitative easing, is targeting the U.S. housing market. The Fed is hoping that by buying about $40 billion per month of mortgage backed bonds they will further drive down long term interest rates. The goal is to attract more buyers to the market by making mortgages even more affordable than the already historically low interest rates. Obviously, with more buyers pushing up home prices the markets will continue to stabilize. 5 As a result of the stabilized housing market, the theory is that demand for new home construction would be stimulated, construction related employment numbers would improve and the stubbornly high jobless rate would improve as well. In a nut shell, a stronger housing market fuels the economy and a stronger economy bolsters confidence. Greater confidence fuels greater investment by local business and this in turn strengthens the economy, helping to bring down unemployment and leads to greater loan demand from business owners and from a more confident, employed and credit worthy consumer. Economy and Job Growth GDP growth has trended close to 2% for 2012, but faced with a number of headwinds we believe growth is likely to remain moderate in the near term. However, we believe that there is a natural process of recovery that will occur with the recovery of the housing market which should provide some positive momentum. Job growth remains key as job losses always endanger loan quality and growth on the consumer as well as the commercial loan side. 6 Despite the stabilization of the housing market economic headwinds, slow to no job growth and the resulting low interest rate environment will continue to pressure net interest margins into 2013. However, we believe that well managed banks will be able to differentiate themselves by maintaining a flat to slightly down net interest margin while many of their peers see net interest margin drop at faster rates. A Flat NIM Can Be Achieved A community bank’s revenue can be broken down into two major components, interest income and non interest income. The first is interest income, which is revenue produced from extending loans to borrowers and investing in other earning assets, such as securities. Net interest income is the dollar difference between the interest earned on a bank’s earning assets, such as loans and securities, and the funding cost of a bank’s liabilities which are simply the bank’s deposits. Net interest income is the largest component of a community bank’s revenue, often accounting for 70%-80% of revenues at the typical community bank. Net interest income is driven by the amount of assets and spreads or net interest income. A community bank’s net interest margin or NIM is a key profitability metric which is calculated by subtracting interest expense from interest income divided by average earning assets. Recently, NIMs have remained flat reflecting a combination of positive funding trends (lower deposit costs driven in part by growth in low cost deposits and run off of higher cost CDs) and tightening loan spreads as stubbornly low interest rates weigh on the sector. 7 With the 10-year Treasury yield averages at 1.75% or lower, the yield is still very low and will continue to contribute to margin headwinds but as we always say, “not all bank stocks are created equal.” Some banks are better positioned than others to manage through the challenging operating environment. There are a variety of reasons why certain banks have higher NIMs than others but the most common reasons are a better mix of assets and/or lower funding costs. We are continuing to invest in community banks that are generating attractive loan growth thus allowing them to improve the mix of assets on their balance sheet. Asset yields are typically driven by the mix of assets and often a mix that has a higher proportion of loans, which usually yield more than securities, will generate greater yields. Higher yields may also result from a loan mix that is geared more towards higher yielding types of loans. 8 Loan Growth According to the Federal Reserve’s weekly H.8 release, loan growth is set to post its seventh consecutive quarterly increase. Commercial and Industrial (C&I) growth has surged in December, which together with continued strength in commercial real estate (CRE) balances, is signaling the strongest sequential quarter growth in loans since the second quarter of 2010. 9 Glut of Low Cost Deposits In the present slow-growth economy, a solid low-cost core deposit base has become an increasingly valuable commodity. During the housing ‘bubble” the excessive construction and mortgage lending was often funded with alternative funding sources such as brokered deposits, Federal Home Loan Bank (FHLB) advances, Fed funds purchased, and repurchase agreements which all contributed to higher cost of funds at most banks. Lower funding costs at most banks have been easily achievable over the last 24 months as low cost or non interest bearing core deposits have been easily achieved without having to increase expenses relative to gathering these deposits, such as branch expenses. The increase in deposits reflects continued risk aversion among depositors and investors, in the face of economic uncertainty arising from Europe, the fiscal cliff and the upcoming U.S. elections. 10 Time deposits are at record lows as a percentage of total deposits and continue to fall as banks substitute cheaper transaction accounts for time deposits. But banks still must find ways to put that additional cash to work which is an increasingly difficult proposition, given the Federal Reserve's intention to keep the long end of the yield curve low. The ongoing low interest rates will continue to put downward pressure on net interest margins, forcing banks to squeeze every penny they can out of operations and to focus more keenly on non interest income. 11 As a resulted of the pressure on fees, many banks have developed new fee structures, i.e. the elimination of free checking, and have acquired or are organically growing fee businesses such as trust and wealth management services, cash management or mortgage origination platforms. We believe mortgage banking will continue to figure prominently in non interest income as it is being helped by the federal government through QE3 and HARP II. With rates at record lows, mortgage refinancing activity will remain at increased levels for the next six months. We believe that as long as rates remain around current levels and home prices remain stable a significant decrease in mortgage banking fees seems unlikely. 12 Lower Expenses Boosting Bottom Line Non Interest Expense Non interest expense, those expenses incurred that are unrelated to funding costs, typically represent 50% to 60% of total revenue. The largest portion is typically personnel expenses related to salaries and other employee benefits. Our top performing banks are often willing to incur expenses in order to continue feeding the growth pipeline but management teams at these banks are also well aware of improving the efficiency ratio at their bank. The efficiency ratio measures how efficiently a bank operates and can be calculated by dividing the non interest expense by total revenue. Over the past three years we have seen efficiency ratios for the industry increase given lower revenues and higher expenses related to higher credit and regulatory expenses. Despite credit remediation charges steadily declining, higher regulatory expenses related to Dodd Frank have increased expenses by close to 5% on a pre tax basis for some institutions. When it comes to expense management, community banks can be segregated into those that are actively implementing expense rationalization programs and those that are managing costs down in a more gradual manner. Lower Credit Related Expenses According to the FDIC, aggregate industry credit losses in 2009 were the highest relative to pre-provision earnings since the creation of the FDIC in the 1930s. As a result, loan loss provision expenses which are the credit expense that flows through a bank’s income statement, have been elevated since 2008. From 2008 through 2010 banks generally were provisioning more than they were charging off. When a bank’s provision expense exceeds its net charge offs in a given period, it signals that the bank is building its loan loss reserve and points to increased charge offs in future periods. As evidenced by industry data from the Federal Reserve, we believe that all of the loan categories reached an inflection point in delinquency levels and net charge offs in early 2010. Credit costs have come down significantly for community banks 13 and we believe that the trend is likely to continue. For the most part, we are seeing banks maintain their allowance for loan losses at elevated levels but have seen provisioning levels on a quarterly basis improve tremendously. Banks that have addressed their credit quality early in the cycle have seen their earnings benefit from a much lower provision expense and we believe we may have seen this trend play out. There are other credit related expenses though that we think will reduce over the next twelve months thus helping the bottom line such as a reduction in OREO expense. Other real estate owned or OREO is property that has been acquired by banks through foreclosure. When the real estate is secured, it is marked down to the current fair market value based on a third party appraisal and the amount marked down is charged off. Any updated appraisals that result in a write down or any gains or losses upon the sale of the real estate increases or decreases the valuation allowance and is classified as OREO expenses. As we move further through the credit crisis we believe that OREO expenses will continue to decrease thus helping the bottom line. However, we do believe that credit leverage will generally begin to slow through the second half of 2013. 14 The Long Awaited M&A Wave Will Arrive Whole Bank Deals We believe that deal activity will continue to increase in 2013 following a sharp increase in the number of deals in 2012 to 231 from 172 in 2011, an increase of 34%. However, we believe that the majority of deals in 2013 will focus on banks with less than $1 billion in assets that are faced with the challenges of capital constraints, increased compliance costs, bank board fatigue and private equity investors looking for an exit and/or banks with balance sheets that are poorly positioned for extended low rates. Therefore, the more efficient firms buying the less efficient banks will primarily drive consolidation, in our view. We believe that as the difficult regulatory and operating environment continues to weigh on bank boards and management teams, potential sellers will become increasingly receptive to cash and stock deals with consolidators that are viewed as partners of choice. To that end, we note that of the 7,181 FDIC insured institutions as of September 30, 2012, 6,522 or 91% had assets under $1 billion, which in our view creates an abundance of opportunities for consolidation. Going back to 1990, the highest amount of deals done in one year was approximately 4.4% of total banks compared to the previous year which would translate to about 315 and we believe that to be the case in 2013. 315 deals announced in 2013 would be a 36% year-over-year increase from 2012, slightly ahead of the 34% increase seen in 2012, and we believe that to be a reasonable number. FDIC Deals Will Pick-up We believe the 2012 Presidential election slowed the pace of FDIC assisted deals, etc. The pace of FDIC deals will increase tremendously in markets such as GA, FL, and IL, where the number of high Texas ratio banks (>100%) with capital ratios below 3% remains extremely high. While bidding for these deals have gotten more competitive and the winner rarely has a loss share agreement in place with the FDIC, if properly bid with an appropriate loan mark, these deals remain financially attractive. We believe that there are still many opportunities for FDIC assisted acquisitions to come. In fact there are more than 700 banks still on the FDIC’s problem bank list, including a number of them operating with negative capital levels or capital less than 2% and we believe that it is “inevitable” that these banks will fail but the failures will come at a pace slightly below 2012. Thus, we believe that FDIC assisted transactions remain a viable way for banks to expand. 15 16 17 Emerald Financial Services Team Kenneth G. Mertz II, CFA President Chief Investment Officer Emerald Advisers, Inc. Mr. Mertz is Chief Investment Officer and President of Emerald Advisers, Inc. and a Manager of the Emerald Growth Fund and Emerald Banking & Finance Fund; Chief Investment Officer, PA State Employees' Retirement System (1985-1992); Member, Association of Investment Management Research (CFA Institute); past Trustee, PA State University Endowment Council (1998-2004); past Member, Pennsylvania State University Research Foundation; Trustee, Evangelical Lutheran Church in America Board of Pensions (Present); and past Chair, President, & Director of Central Pennsylvania Investment Managers. Mr. Mertz has been quoted in The Wall Street Journal and in USA Today, and has served as speaker at various investment seminars and programs across the country. He has been a guest on CNBC's Mutual Fund Investor and has been interviewed several times on CNBC. Mr. Mertz graduated from Millersville University with a B.A. in Economics. Steven E. Russell, Esq. Portfolio Manager Senior Research Analyst Emerald Advisers, Inc. Mr. Russell is a Manager of the Emerald Banking & Finance Fund and a Senior Research Analyst for Emerald Advisers, Inc. Prior to joining Emerald in 2005, Mr. Russell founded Greenwood Advisers, LLC, a registered investment adviser. Previously, he served as Managing Director of iNetworks, LLC a private equity firm located in Western Pennsylvania. Prior to joining iNetworks, LLC, Mr. Russell served as Senior Vice President and Portfolio Manager of Emerald Advisers, Inc., where he served as Manager of the Emerald Technology Fund and co-manager of the Emerald Select Banking Fund. He was also a Principal and Founding Partner of Emerald Venture Capital. Mr. Russell served as Senior Private Equity Analyst for the Pennsylvania Public School Employees' Retirement System (PSERS), where he administered PSERS' $1.2 billion commitment of private investments, including leveraged buyouts, distressed investments, mezzanine and growth equities. From 1996 to 1997, he administered PSERS' $400 million Developmental Fund and $100 million Absolute Return Program. Mr. Russell serves on the Board of Arbitrators for the National Association of Securities Dealers, and has appeared on CNBC, Bloomberg Television and other investment oriented programs. He has been quoted in various international media, including The Wall Street Journal, Smart Money Magazine, Bloomberg Business News, Dow Jones News Service and Market Watch. Mr. Russell received both his JD and MBA degrees from Temple University and a BA degree in Banking and Finance from Morehouse College. Mr. Russell is licensed to practice law in the State of New Jersey and has passed the NASD Series 63 exam. Joseph W. Garner Director of Research Portfolio Manager Emerald Advisers, Inc. Mr. Garner is Director of Research and a member of the Small Cap Portfolio Management team. He is also a Manager of the Emerald Growth Fund. Mr. Garner's research efforts are focused on small and mid-sized firms in the Business Services, Capital Goods, Consumer, Financial Services, and Technology sectors. In 1997, he was named as a "Home-Run Hitter" by Institutional Investor magazine, and has appeared on Bloomberg Television and CNBC. He also has been quoted in Fortune, Bloomberg Business 18 News, USA Today, Dow Jones News Service, Standard & Poor's, MarketWatch, Investor's Business Daily, Wall Street Journal, and other media. Mr. Garner served as President of the Millersville University Foundation and previously served as Chair of the Board's Investment Committee. Prior to joining Emerald in 1994, Mr. Garner was the Program Manager of the PA Economic Development Financing Authority (PEDFA) and an Economic Development Analyst with the PA Department of Commerce's Office of Technology Development. Mr. Garner received an MBA from the Katz Graduate School of Business, University of Pittsburgh, and graduated magna cum laude with a BA in Economics from Millersville University 19