 FNB
United Corp. Fourth Quarter 2011
April 6, 2012
Exhibit 99.1 |
 2
Presenters
Brian Simpson
Chief Executive Officer
David Nielsen
Executive Vice President and
Chief Financial Officer
David Lavoie
Executive Vice President and
Chief Risk Officer |
 3
Forward Looking Statements & Other Information
Forward Looking Statements
This presentation contains certain forward-looking statements within the safe
harbor rules of the federal securities laws. These
statements
generally
relate
to
FNB’s
financial
condition,
results
of
operations,
plans,
objectives,
future
performance
or
business.
They
usually
can
be
identified
by
the
use
of
forward-looking
terminology,
such
as
“believes,”
“expects,”
or
“are
expected to,”
“plans,”
“projects,”
“goals,”
“estimates,”
“may,”
“should,”
“could,”
“would,”
“intends to,”
“outlook”
or “anticipates,”
or variations of these and similar words, or by discussions of strategies that
involve risks and uncertainties. Forward looking statements
are
subject
to
risks
and
uncertainties,
including
but
not
limited
to,
those
described
in
FNB’s
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2011
under
the
section
entitled
“Item
1A,
Risk
Factors,”
and
in
our
quarterly
reports on Form 10-Q. You are cautioned not to place undue reliance on
these forward-looking statements, which are subject to numerous
assumptions, risks and uncertainties, and which change over time. These forward-looking statements
speak only as of the date of this presentation. Actual results may differ
materially from those expressed in or implied by any forward looking
statements contained in this presentation. We assume no duty to revise or update any forward-looking
statements, except as required by applicable law.
Non-GAAP Financial Measures
In
addition
to
the
results
of
operations
presented
in
accordance
with
Generally
Accepted
Accounting
Principles
(GAAP),
FNB
management uses and this presentation contains or references, certain non-GAAP
financial measures, such as net interest income on a fully taxable
equivalent basis and tangible shareholders equity. FNB believes these non-GAAP financial
measures provide information useful to investors in understanding our underlying
operational performance and our business and performance trends as they
facilitate comparisons with the performance of others in the financial services industry.
Although
FNB
believes
that
these
non-GAAP
financial
measures
enhance
investors’
understanding
of
FNB’s
business
and
performance, these non-GAAP financial measures should not be considered an
alternative to GAAP. The non-GAAP financial measures contained within
this presentation should be read in conjunction with the audited financial statements and
analysis as presented in FNB’s Annual Report on Form 10-K as well as the
unaudited financial statements and analyses as presented in FNB’s
Quarterly Reports on Forms 10-Q. A reconciliation of these non-GAAP measures to the most directly
comparable GAAP measure is included as an appendix to this presentation. |
 4
Key Accomplishments
Recapitalization:
Issued $310 million of common equity
Exchanged $51.5 million of TARP at 75% discount
Settled $12.5 million of Bank preferred and $2.5 million of
Bank subordinated debt at a 65% and 75% discount, respectively
Acquired Bank of Granite Corporation via issuance of 3.375 shares of
FNB common stock for each Granite share
Appointed new management team and Board with extensive
financial services experience
1-for-100 Reverse Stock Split
Completed joint recapitalization and
Merger of FNB and Bank of Granite
on October 21, 2011
Began executing our plans and
strategies
Reduced problem assets by 45%
Launched “Back to Business”
strategies:
New governance model balancing risk taking and risk
management
4 lines of business: Commercial, Consumer, Mortgage &
Wealth Management
Established Merger Project Office to execute flawless integration of
CommunityOne and Granite |
 5
Operating Highlights
2011 net loss from continuing
operations increased $1.1 million
(1%)
2011 net loss to common
shareholders decreased $42.4 million
(31%)
Gain on retirement of preferred
stock, net of accretion and
dividends of $44.6
4Q 2011 net loss from continuing
operations increased $16.7 million
(121%)
4Q 2011 net loss to common
shareholders decreased $32.1 million
(214%)
Gain on retirement of preferred
stock, net of accretion and
dividends of $47.8 million in 4Q
2011
Annual Performance Summary
Dollars in thousands except per share data
2009
2010
2011
Net loss from continuing operations
(102,561)
$
(130,421)
$
(131,518)
$
Net loss to common shareholders
(104,567)
(135,121)
(92,722)
Net loss to common shareholders per share
(915.89)
(1,182.79)
(22.09)
Quarterly Performance Summary
1
Dollars in thousands except per share data
4Q 2010
3Q 2011
4Q 2011
Net loss from continuing operations
(47,207)
$
(13,890)
$
(30,628)
$
Net (loss)/income to common shareholders
(49,307)
(15,023)
17,090
Net (loss)/income to common shareholders per share
(431.62)
(131.41)
1.05
1
Quarterly data unaudited
December 31, |
 6
Annual Operating Results
Net interest income declined $12.1
million (23%) to $39.6 million
Average yield on earning assets
declined 81 bps (18%)
Average earning assets declined
$123 million (7%)
Provision expense declined $65.3
million on improved asset quality
Non-interest expense increased
$49.3 million (65%)
$36.9 million increase in OREO
expenses from asset resolution
efforts
Includes $4.0 million Granite
expenses for 71 days
Net interest margin declined 52 bps
from 2.81% to 2.29%
Impact of NPLs and holding
additional cash positions
Improved funding mix and decline
in cost of acquired deposits
71 days of higher yield on
purchased Granite loans
Annual Results
1
Results of Operations
Dollars in thousands, except per share data
2009
2010
2011
Net interest income
60,535
$
51,650
$
39,555
$
Provision expense
(61,509)
(132,755)
(67,362)
Noninterest income
13,442
27,622
21,970
Noninterest expense
(111,615)
(75,679)
(125,040)
Net loss from continuing operations
(102,561)
(130,421)
(131,518)
Discontinued operations, net of taxes
865
(1,406)
(5,796)
Preferred stock gain and dividends, net
(2,871)
(3,294)
44,592
Net loss to common shareholders
(104,567)
$
(135,121)
$
(92,722)
$
(923.47)
$
(1,170.48)
$
(20.71)
$
Net loss to common shareholders per share
(915.89)
$
(1,182.79)
$
(22.09)
$
Weighted average basic and diluted shares outstanding
114,170
114,240
4,196,926
Average Balances, Yields and Net Interest Margin
Dollars in thousands, except per share data
2009
2010
2011
Average loans
1,591,560
$
1,497,690
$
1,137,817
$
Average yield
5.21%
4.58%
4.65%
Average earning assets
2,001,328
1,870,389
1,747,402
Average yield
5.17%
4.45%
3.64%
Average interest bearing liabilities
1,821,804
1,793,310
1,744,943
Average rate
2.25%
1.71%
1.35%
Net interest margin
3.12%
2.81%
2.29%
Net interest rate spread
2.92%
2.74%
2.29%
1
Condensed, derived from audited financial statements
Net loss to common shareholders from
continuing operations per share |
 7
Quarterly Operating Results
Net interest income increased $5.7
million (73%) to $13.4 million
Average yield on earning assets
declined 25 bps (7%)
Average earning assets increased
$507 million (33%)
Provision expense declined $0.8
million on improved asset quality
Non-interest expense increased
$19.5 million (84%)
$15.3 million increase in OREO
expenses from asset resolution
efforts
Includes $4.0 million Granite
expenses for 71 days
Net interest margin improved 59 bps
from 2.04% to 2.63%
Impact of reduced NPLs
Improved funding mix and decline
in cost of acquired deposits
71 days of higher yield on
purchased Granite loans
Offset by excess cash positions
Quarterly Results
1
Results of Operations
Dollars in thousands, except per share data
4Q 2010
3Q 2011
4Q 2011
Net interest income
10,867
$
7,739
$
13,417
$
Provision expense
(40,329)
(7,181)
(6,418)
Noninterest income
12,804
10,080
4,908
Noninterest expense
(27,058)
(23,200)
(42,646)
Net loss from continuing operations
(47,207)
(13,890)
(30,628)
Discontinued operations, net of taxes
(1,272)
(40)
(74)
Preferred stock gain and dividends, net
(828)
(1,093)
47,792
Net income (loss) to common shareholders
(49,307)
$
(15,023)
$
17,090
$
(420.47)
$
(131.06)
$
1.05
$
Net income (loss) to common shareholders per share
(431.61)
$
(131.41)
$
1.05
$
Weighted average basic and diluted shares outstanding
114,238
114,320
16,311,834
Average Balances, Yields and Net Interest Margin
Dollars in thousands
4Q 2010
3Q 2011
4Q 2011
Average loans
1,429,311
$
992,096
$
1,154,424
Average yield
4.18%
4.41%
5.59%
Average earning assets
1,852,342
1,521,652
2,028,332
Average yield
3.89%
3.50%
3.75%
Average interest bearing liabilities
1,790,873
1,627,217
1,910,164
Average rate
1.55%
1.37%
1.18%
Net interest margin
2.39%
2.04%
2.63%
Net interest rate spread
2.34%
2.13%
2.56%
1
Quarterly data unaudited
Net income (loss) to common shareholders from
continuing operations per share |
 8
Noninterest Expense
Noninterest expense increased $19.5
million (84%) from 3Q 2011
OREO expense increased $15.3
million (326%)
Personnel expense increased $2.1
million (32%)
Professional fees increased by
$1.8 million (133%)
Recurring non-credit noninterest
expense increased by $6.6 million
(47%)
Results include $4.0 million for 71
days of Granite activities
Quarterly Results
1
Noninterest Expense
Dollars in thousands
4Q 2010
3Q 2011
4Q 2011
Personnel expense
6,392
$
6,453
$
8,547
$
Net occupancy expense
1,167
1,180
1,450
Furniture, equipment and data processing expense
1,638
1,561
1,868
Professional fees
1,000
1,339
3,117
Stationery, printing and supplies
137
100
154
Advertising and marketing
369
170
139
Other real estate owned expense
8,101
4,685
19,966
Credit/debit card expense
390
434
421
FDIC insurance
2,926
1,461
1,807
Goodwill impairment
-
-
-
Loan collection expense
286
1,220
1,161
Merger-related expense
-
2,207
(971)
Mortgage servicing rights impairment
2,995
-
-
Prepayment penalty on borrowings
-
1,028
577
Loss on sale of loans held for sale
-
-
1,241
Core deposit intangible amortization
199
199
301
Other expense
1,458
1,163
2,868
Total noninterest expense
27,058
$
23,200
$
42,646
$
Other information:
Other real estate owned expense
8,101
4,685
19,966
Loan collection expense
286
1,220
1,161
Merger-related expense
-
2,207
(971)
Mortgage servicing rights impairment
2,995
-
-
Prepayment penalty on borrowings
-
1,028
577
Loss on sale of loans held for sale
-
-
1,241
Recurring non-credit noninterest expense
2
15,676
$
14,060
$
20,672
$
FTE Employees
502
462
609
1
Quarterly data unaudited
2
Non-GAAP measure. Reconciliation included in
Table |
 9
Balance Sheet
Total assets increased $506.7 million
(27%)
Purchased Granite October 21,
2011
Cash and interest bearing bank
balances increased $392.8 million
(245%)
Net loans decreased $27.6 million
(2%)
OREO increased $48.0 million
(77%)
Intangible assets increased $7.9
million (190%)
Deposits increased $432.7 million
(26%)
Purchased Granite October 21,
2011
Other borrowings decreased $94.4
million (43%)
Net reduction of $86 million of
FHLB advances in 4Q 2011
Tangible Shareholders' Equity Rollforward
1
Tangible shareholders' equity, December 31, 2010
(33,010)
$
Total comprehensive loss
(137,592)
Private placement of common stock, net
289,571
Issuance and retirement of preferrred stock, net
1,875
Issuance of common stock for Granite purchase
4,924
Decrease/(increase) in intangible assets, net
(7,909)
Dividends, stock compensation expense and Series A preferred conversion, net
(926)
Tangible shareholders' equity, December 31, 2011
116,933
$
1
Non-GAAP measure. See Appendix for reconciliation to GAAP presentation
Balance Sheet
Dollars in thousands
2009
2010
2011
Cash and interest bearing bank balances
27,698
$
160,594
$
553,416
$
Investment securities
326,189
305,331
431,306
Loans, net
1,518,127
1,210,288
1,182,704
Other real estate owned
35,170
62,058
110,009
Intangible assets
4,968
4,173
12,082
Other assets
133,925
120,836
119,346
Assets from discontinued operations
55,219
39,089
245
Total assets
2,101,296
$
1,902,369
$
2,409,108
$
Deposits
1,722,128
$
1,696,390
$
2,129,111
$
Borrowings
261,459
218,315
123,910
17,790
14,600
25,980
Liabilities from discontinued operations
1,560
1,901
1,092
Equity
98,359
(28,837)
129,015
Total liabilities and equity
2,101,296
$
1,902,369
$
2,409,108
$
Other liabilities
December 31, |
 10
Deposits
Deposits increased $432.7 million
(26%)
Purchased Granite October 21,
2011
Managed attrition of higher rate
single service CD customers and
non-relationship public funds CD
customers
Improved deposit mix profile via
management actions and the Granite
acquisition
Indeterminate term core now
represents 51% of deposits, up
from 43% at year end 2010
Increased core deposits from 68% in
2010 to 76% of the total in 2011
Deposits
Dollars in thousands
2009
2010
2011
Noninterest-bearing demand
152,522
$
148,933
$
234,673
$
Interest-bearing demand
226,696
230,084
349,802
Savings
40,723
43,724
68,236
Money market
326,958
312,007
431,790
Brokered
112,340
140,151
112,066
Time deposits < $100,000
381,384
416,098
538,306
Time deposits > $100,000
481,505
405,393
394,238
Total deposits
1,722,128
$
1,696,390
$
2,129,111
$
December 31,
Deposit Product Mix
Dollars in thousands
2009
2010
2011
Noninterest-bearing demand
9%
9%
11%
Interest-bearing demand
13%
14%
16%
Savings
2%
3%
3%
Money market
19%
18%
20%
Time deposits < $100,000
22%
25%
25%
Core
66%
68%
76%
Brokered
7%
8%
5%
Time deposits > $100,000
28%
24%
19%
Total deposits
100%
100%
100%
Memo: Total time deposits
50%
48%
44%
December 31, |
 11
Capital and Liquidity
Capital ratios in excess of
Well Capitalized levels at
both banks
Both banks designated as
adequately capitalized by
their regulators at December
31, 2011 because they
remain subject to regulatory
orders
CommunityOne Bank and
Bank of Granite leverage
ratios are currently below
the levels required in
their respective
regulatory orders
The loans to deposits ratio at
December 31, 2011 was 57%
Capital and Liquidity Ratios
Well
Regulatory
2009
2010
2011
Capitalized
Orders
FNB United Corp
Leverage
5.68%
-1.86%
6.70%
5.00%
N/A
Tier 1 risk based capital
6.86%
-2.56%
11.71%
6.00%
N/A
Total risk based capital
10.29%
-2.56%
13.81%
10.00%
N/A
Tangible common equity/Tangible assets
1.97%
-4.92%
4.88%
N/A
N/A
Loans to deposits
90.76%
76.87%
57.19%
N/A
N/A
CommunityOne Bank
Leverage
6.60%
0.86%
7.39%
5.00%
9.00%
Tier 1 risk based capital
7.96%
1.18%
13.23%
6.00%
N/A
Total risk based capital
10.08%
2.36%
14.52%
10.00%
12.00%
Bank of Granite
Leverage
N/A
N/A
7.19%
5.00%
8.00%
Tier 1 risk based capital
N/A
N/A
12.04%
6.00%
N/A
Total risk based capital
N/A
N/A
12.04%
10.00%
12.00%
December 31, |
  12
Transaction Overview -
Bank of Granite
(dollars in thousands)
2011
(as initially
recorded by
Bank of Granite
Measurement
Period
Fair Value
Adjustments
October 21,
2011
(as recorded by
the Company)
Assets acquired:
Cash and cash equivalents
99,126
$
-
$
99,126
$
Investment securities
186,746
(385)
186,361
Loans, net
410,123
(16,470)
393,653
Premises and equipment, net
9,135
643
9,778
Other real estate owned
21,674
(3,238)
18,436
Bank-owned life insurance
4,432
-
4,432
Core deposit intangible
-
4,900
4,900
Other assets
8,052
(286)
7,766
Total assets acquired
739,288
$
(14,836)
$
724,452
$
Liabilities assumed:
Deposits
716,863
$
2,580
$
719,443
$
Other
3,668
322
3,990
Total liabilities assumed
720,531
$
2,902
$
723,433
$
Equity:
Total shareholders’ equity
18,757
$
(18,757)
$
-
$
Total liabilities assumed
and shareholders' equity 739,288
$
(15,855)
$
723,433
$
Contributed capital
4,924
$
Total liabilities assumed and contributed capital
728,357
$
Goodwill (excess of liabilities assumed and contributed capital over assets
acquired) 3,905
$
Total estimated fair value
adjustments of $17.7 million
to assets and liabilities
before goodwill
Estimated fair value of
purchase consideration of
$4.9 million
Recorded estimated fair
value adjustment of $16.5
million on net loans
$34.6 million gross loan
estimated fair value
adjustment, net of $18.1
million allowance |
 13
12%
7%
8%
25%
21%
8%
25%
30%
37%
34%
38%
44%
0%
20%
40%
60%
80%
100%
120%
2009
2010
2011
Loans held for sale
Commercial and agricultural
Real estate-construction
1-4 family residential
CRE, OO and NOO
Consumer
Loan Portfolio
Significant changes in mix driven by
problem loan resolution
Real estate construction loans fell
from $277 million to $93 million
Residential mortgage loans are
growing
Nonperforming loans reduced
through charge offs, restructure,
foreclosure and asset sales, including
an active note sale program
Process includes early identification
of problems, appropriate recognition
of risk, increased workout staffing,
and actionable correction plans
Particular attention currently on the
acquired portfolio –
calling program,
internal & external loan reviews
Loan Portfolio Composition
Loan Portfolio
Dollars in thousands
2009
2010
2011
Loans held for sale
4,567
$
-
$
4,529
$
Loans held for investment:
Commercial and agricultural
194,134
93,747
95,203
Real estate-construction
394,427
276,976
93,044
Real estate-mortgage:
1-4 family residential
398,134
388,859
449,797
Commercial
529,822
494,861
535,957
Consumer
46,504
49,532
43,534
Total loans held for investment
1,563,021
1,303,975
1,217,535
Total loans
1,567,588
$
1,303,975
$
1,222,064
$
December 31, |
 14
Allowance For Loan Losses
Nonperforming originated loans fell by
68% in a single year
Originated performing and
nonperforming loans are accounted for
under ASC 310-20
ALL established via provision, losses
recognized via charge-offs
ALL of $39.4 million
Acquired performing loans are
accounted for under ASC 310-20
Subject to ALL as FV mark is
accreted
Recorded at FV at acquisition date,
$3.7 million mark
Purchased loans, both performing and
impaired, are accounted for under ASC
310-30 (SOP-03-3)
Excluded from ALL; Deficit of
expected cash flows below carrying
value recorded as net charge-offs
Recorded at FV at acquisition date,
$31.9 million non-accretable
difference
Loan Portfolio By ALL Methodology
$1,393
$974
$742
$174
$330
$106
$65
$39
$269
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
2009
2010
2011
Originated
Originated nonperforming
Acquired impaired (PCI)
Acquired performing
Acquired performing (PCI) |
 15
Asset Quality
Lending process strengthened through
dual-signature approval system, new
credit policies, and creation of an
internal loan review function
ALL declined by 58% in 2011 due to
improvement in portfolio quality
achieved through problem loan
resolution
Acquired portfolio has been marked
to FMV and carried as performing
loans
Real estate construction loans
reduced to 8% of total loans, but
continue to represent 32% of
nonperforming loans
Asset Quality
Dollars in thousands
2009
2010
2011
Allowance for Loan Loss (ALL)
49,229
$
93,687
$
39,360
$
Non-accretable difference on purchased loans
-
-
31,938
Nonperforming loans/Total loans held for investment
11.2%
25.3%
8.7%
Nonperforming Assets/Total loans plus OREO
13.1%
28.7%
16.3%
Net charge-offs/Average loans
3.0%
5.9%
10.7%
ALL/Total loans
3.1%
7.2%
3.2%
ALL+Non-accretable difference/Total loans
3.1%
7.2%
5.9%
December 31,
Nonperforming Loans
NPL
% NPL
% of NPLs
Commercial and agricultural
4,941
$
5.2%
5%
Real estate - construction
34,051
36.6%
32%
Real estate - mortgage:
1-4 family residential
26,857
6.0%
25%
Commercial
39,874
7.4%
38%
Consumer
250
0.6%
0%
Total
105,973
$
8.7%
100%
December 31, 2011 |
 16
Non-Performing Assets
Nonperforming loans previously
concentrated in Real Estate
Construction and Commercial RE
mortgages were largely resolved
during 2011
OREO, the final stage of resolution for
many problem loans, has become a
significant part of nonperforming
assets
OREO staffing and processes have
been strengthened
OREO offered for sale through
workout staff, real estate brokers and
through our OREO sale data site
An OREO financing program has been
recently introduced
OREO assets are carried at market
value based on current appraised
value
As of December 31, 2011, almost 20%
of OREO was under contract for sale
and carried at the projected net sales
proceeds
Nonperforming Loans and OREO
Dollars in thousands
2009
2010
2011
Commercial and agricultural
4,816
$
13,322
$
4,941
$
Real estate - construction
103,478
144,817
34,051
Real estate - mortgage:
1-4 family residential
27,907
39,161
26,857
Commercial
38,175
132,246
39,874
Consumer
38
340
250
Total
174,414
$
329,886
$
105,973
$
OREO, other foreclosed assets and disc ops assets
35,238
62,364
110,386
Total nonperforming assets
209,652
$
392,250
$
216,359
$
December 31,
Nonperforming Loans
2009
2010
2011
Commercial and agricultural
3%
4%
5%
Real estate - construction
59%
44%
32%
Real estate - mortgage:
1-4 family residential
16%
12%
25%
Commercial
22%
40%
38%
Consumer
0%
0%
0%
Total
100%
100%
100%
December 31, |
 17
FNB United Profile
2nd largest Community Bank
headquartered in North Carolina
Merger of two 100+ year old
community banks
Assets of $2.4 billion
Deposits of $2.1 billion
110,000+ customers
63 branches in central and western
North Carolina
Market capitalization at March
30,2011 was $400 million
CommunityOne and Bank of Granite Branches |
 18
2012 Key Priorities and Strategies
Complete the credit clean up
Individualized workout strategies
Active liquidation efforts
Early action to stem down-migration
Strong loan review function
Get the banks “Back to Business”
4 Lines of Business based on customer segments: Mortgage, Commercial, Consumer and
Wealth Leadership, sales and credit officer changes completed
Enhanced sales and credit training underway
Established clear calling, production and revenue goals, with company-wide
referral tracking Integrate Bank of Granite flawlessly
Established Merger Project Office with clearly articulated guiding principals
Robust planning processes: target environment design, detailed task plans, readiness
assessments, testing and mock conversions
Key product, vendor and network decisions complete |
 Appendix |
 20
Non-GAAP Measures
Reconciliation of Non-GAAP Measures
Dollars in thousands
2010
2011
Total shareholders' equity
(28,837)
$
129,015
$
Less:
Goodwill
-
(3,905)
Core deposit and other intangibles
(4,173)
(8,177)
Tangible shareholders' equity
(33,010)
$
116,933
$
Reconciles non-GAAP measures to
the most directly comparable GAAP
measure |