EX-99.2 3 a05-20974_1ex99d2.htm EXHIBIT 99












 

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AMERICAN PIONEER BANK

 

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November 28, 2005

 



 

Why a Bank?

 

                  Creates a predictable income stream from net interest margin

 

                  Establishes a diversification of income

 

                  Increases marketing effectiveness by pursuing quality performing loans; the Bank will not be a purchaser of sub-prime or non-performing credit

 

                  Fills an uncovered niche in FirstCity’s investment strategies

 

                  Builds relationships with financial institutions for participations

 

                  The cost structure of the Bank provides for a more competitive advantage

 



 

Attributes of an Industrial Bank

 

                  State chartered institution with FDIC insured deposits

 

                  Regulated like a commercial bank, however the Bank Holding Company Act (BHCA) does not apply to parent

 

                  Permitted by federal law to export its home state’s laws governing interest regardless of customer location

 

                  Can offer a full range of financial products and services

 

                  Can fund its operations with deposits, federal funds and Federal Home Loan Bank borrowings

 

                  Is not subject to most state licensing requirements

 

                  Can be owned and controlled by any entity with the requisite resources, expertise and integrity

 



 

U.S Industrial Banks with Total Assets of $500MM or more

 

$’s billions as of 12/31/2004

 

[CHART]

 



 

Why the Joint Venture with Cargill?

 

Established Relationship

FirstCity and Cargill Value Investment (CVI) have a fifteen year history of successful partnerships

 

Expand Markets

FirstCity and CVI have come together to establish the Bank for the purpose of expanding their established market and operating expertise to purchase and service quality loans and portfolios

 

Proven Business Model

FirstCity’s and CVI combined strengths and attributes over the years have proven to be beneficial

 



 

American Pioneer Bank Business Model

 

                  General Operating Structure – Single office in Salt Lake City, Utah

 

                  Sources of Funds – Deposits generated from wholesale sources including brokers and master CD programs with leading securities firms

 

                  Uses of Funds – Secondary market purchases of quality loans. Including:

                  Commercial and Industrial Loans

                  Real Estate Loans

                  Loan Participations

 

                  Asset and Liability Management – Disciplined and refined management process of matching asset and liability pricing to ensure predictable net interest margins

 

                  CRA - Applying for “wholesale bank” designation.

 

                  Branch Strategy - No branches

 



 

Bank Structure and Organization

 

                  The ownership structure is designed to provide the Bank with the use of the FirstCity net operating loss carryforwards for federal income tax purposes

 

                  Initial capitalization of $30 million with FirstCity contributing $19.2 million

 

                  Bank will be a Utah Based “C” Corporation

 

                  Bank will lease space in Salt Lake City, UT

 

                  Bank will operate independently from its parent

 



 

Relationship Between Bank and Parent

 

                  The Bank will contract with FirstCity for certain general administrative, acquisition analysis and loan administration services in compliance with section “23B” of Federal Bank Regulations.

 

                  FirstCity and Cargill Value Investment will present loans and portfolios to the Bank for consideration and underwriting.

 



 

Leveraging of Existing FirstCity Infrastructure

 

                  Due diligence/underwriting concepts and staff in place

 

                  Systems familiarity

 

                  Credit Administration functionality

 

                  Existing Marketing effort expanded to include quality performing loans

 

                  Existing management well-versed in banking and regulatory issues/operations

 



 

FirstCity Core Competencies

 

Well experienced in business and legal matters relating to commerciall lending

 

Management/resolution of purchased portfolios

 

Investor Reporting

 

Back room functionality to support business operations

 



 

Management

 

Chairman of the Board of Directors:  Frank Aelvoet

Senior Vice President of FirstCity Servicing Corp. and Vice Chair of its Senior Loan Committee.  Previous bank lending and board of directors experience.

 

President:  A. Hartie Spence

Over 40 years of senior management bank experience including president, CEO and Chairman

 

Chief Credit Officer:  Dan Brian

Over 30 years of progressive credit management experience including CCO of Iowa National Bancshares.  Eleven years of credit management experience with Cargill

 

Chief Financial Officer:  Jill Tashro

Over 10 years of banking experience including six years of accounting experience culminating as Vice President /Accounting Manager of Citigroup, Layton, Utah – f.k.a. Associates Capital Bank

 

Compliance Officer:  Terry Harrison

Over 25 years of business experience including 3 years in bank policy development, compliance and loan review

 



 

Business Plan Strengths

 

                  Recruited a seasoned Management team well versed and experienced in commercial banking

 

                  Assembled capable, knowledgeable and experienced independent Board members with commercial banking backgrounds

 

                  Proven business model

 

                  Owners long-term history of successful partnerships

 

                  Asset acquisition and servicing strategies that utilize the strengths and market experience of the owners

 

                  Independent and capable Bank management controls credit authority and outsourced services

 



 

AMERICAN PIONEER BANK

 

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