STRATEGIC PLANNING: KEYS TO A KICK BUTT...

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STRATEGIC PLANNING: KEYS TO A KICK BUTT PLAN December 2, 2016 John C. Donnelly Andrew C. Christians, CFA

Transcript of STRATEGIC PLANNING: KEYS TO A KICK BUTT...

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STRATEGIC PLANNING: KEYS TO A KICK BUTT PLAN

December 2, 2016

John C. Donnelly

Andrew C. Christians, CFA

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WHY DO STRATEGIC PLANNING?

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3WHY DO STRATEGIC PLANNING?

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People in any organization are always attached to the obsolete - the things that should have worked but did not, the things that once were productive and no longer are.”― Peter F. Drucker

WHY DO STRATEGIC PLANNING?

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Walking / Talking

Education

Occupation

Marriage

Family

Retirement

Estate Planning

PERSONAL STRATEGIC PLANNING

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First Customers

Add Products

Time

Co

rpo

rate

Bu

sin

ess

Pla

n

Start/ Inherit Company

Expand Plant / BranchesAcquire

Businesses

Pass Company to Next Generation,

IPO, Sell or Merge Company

Volunteer / Philanthropy

CORPORATE STRATEGIC PLANNING

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7FORCES OF CHANGE

OLD NEW

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8FORCES OF CHANGE

OLD NEW

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2009 15.8 million/mo. ---

2008 50 million ---

2006 317 million 30

2007 700 million 31

2004 1.8 billion 29

COMPANIES THAT DID NOT EXIST A FEW YEARS AGO

Source: Payscale.com

# OF USERS AVG. AGE OF EMPLOYEEYEAR EST.

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CORPORATE STRATEGIC PLANNING – THE PROCESS

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* And made popular by Lee Iaccoca

11CORPORATE STRATEGIC PLANNING

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Use an outside facilitator (be wary of investment bankers!)

Off site (go off site)

Plan overnight with dinner / golf / recreation

Bring in outside speakers

Have a very tight agenda

PLANNING PROCESS - DONNELLY PENMAN OBSERVATIONS

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Full Board planning session in Washington D.C.

Tour and visit Federal Reserve, Deputy Director in the Board of

Governors Room

Visit with American Bankers Association – EVP

Cam Fine of ICBA presented to the Board

Tour of new branch office

Guest speakers:

Technology expert

Economist

Investment banker

Student loan expert

JOHN DONNELLY’S CAROLINA PREMIER BANK BOARD RETREAT

CASE STUDY: CAROLINA PREMIER BANK BOARD RETREAT

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This is not just a budgeting meeting

30,000 ft. issues:

Independence vs. consolidation

Capital planning (more on this later)

Financial objectives

Regulatory issues

Technology

New products and markets

Succession

Review progress of last years plan

Executive session (no management in room!)

CEO cannot dominate the meeting!

14THE PLANNING PROCESS – OTHER OBSERVATIONS

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1. Having a plan simply for plans sake.

2. Not understanding the environment or focusing on results.

3. Partial commitment.

4. Not having the right people involved.

5. Writing the plan and putting it on the shelf.

6. Unwillingness or inability to change.

7. Having the wrong people in leadership positions.

8. Ignoring marketplace reality, facts, and assumptions.

9. No accountability or follow through.

10. Unrealistic goals or lack of focus and resources.

Source: Forbes Magazine

1510 REASONS STRATEGIC PLANS FAIL

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STRENGTHS WEAKNESSES OPPORTUNITIES THREATS

Respected in community

Regulatory sanctions Acquire or merge Regulation / CFPB

Well capitalized Low capital Higher interest rates Predatory pricing

High valuation Little or no liquidity in stock

Dodd Frank reform Technology/ cyberspace security

Diversified revenue stream

No succession plan Establish new divisions

Millennials

Strong core deposits No strategic plan Republican Congress/White House

Lack of succession

Strong management High employee turnover

Hire talent from M&A displacement

Fintech

16STRATEGIC PLANNING SWOT ANALYSIS

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Constituents

Customers

ShareholdersEmployees

17STRATEGIC PLANNING CONSTITUENTS

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Constituents

Customers

ShareholdersEmployees

Employees

18STRATEGIC PLANNING: EMPLOYEES

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Review performance of:

Key managers (CEO)

CEO (Executive Session)

Board of Directors (360°)

Review org. chart

Review depth chart at each senior position

Review compensation incentive plans

19STRATEGIC PLANNING: EMPLOYEES

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20STRATEGIC PLANNING: EMPLOYEES

ESTABLISH HIRING CRITERIA

Hire from within

“Lift” from outside

Have a “Culture Statement”

Establish Loyalty Programs

Stock Ownership Programs

Employee Perks

Vacation Package

Maternity Leave

Work from Home

401-K Match

Sabbatical

Community college

Non-bank experience

College degree

MBA, CPA

Previous bank experience

ATTRACTING/RETAINING

REQUIRE CONTINUING ED.

Banking school

Professional Certifications

CPA, CFA, CFP, etc.

MBA or graduate degree

Continuing Ed. Programs

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Strong leader

Clear reporting channels

Clear goals

Accountability

Reward accomplishments

Camaraderie

Relaxed dress code

Wellness program

Money, Money, Money

Source: Fortune Magazine

21FORTUNE MAGAZINE 100 BEST PLACES TO WORK

WHAT CAN WE LEARN?

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Customers

22STRATEGIC PLANNING: CUSTOMERS

Constituents

Customers

ShareholdersEmployees

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Do we have a specific game plan to attract customers?

Target criteria:

Geographic area

Customers by revenue

Industry types

Calling program and monitoring

Trade convention schedule

Marketing plan (print, email, LinkedIn)

Annual / semi-annual customer event (i.e. golf outing)

23STRATEGIC PLANNING: CUSTOMERS

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24STRATEGIC PLANNING: CUSTOMERS

LOANS

Chief Deposit Officer

Treasury management

Remote capture

Mobile banking / app

Courier services

Pricing models/disciplines

Transactions vs.

relationships

Industry specializations

Flexible lending policies

Creativity

Service, Service, Service!

DEPOSITS

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Shareholders

25STRATEGIC PLANNING: SHAREHOLDERS

Constituents

Customers

ShareholdersEmployees

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Maximize earnings Conservative lending

Maximize ROE Maintain “well capitalized” status

Pay cash dividends Preserve capital for “a rainy day”

Grow assets Reduce reliance on C&D and CRE

Maximize shareholder value Run a safe and sound organization

SHAREHOLDER OBJECTIVES VS. REGULATOR OBJECTIVES

SHAREHOLDER OBJECTIVES REGULATOR OBJECTIVES

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ALI VS. SONNY LISTON YOUR BANK

Age 22 ROAA 1.0 – 1.2%

Height 6’3” ROAE 8.0 – 12.0%

Reach 80”Classified Assets / Equity +

ALLLUnder 30%

Weight 210 Fee Income / Total Income 25% - 40%

Record 19 – 0 Efficiency Ratio 55% - 65%

FINANCIAL MEASUREMENT – WHAT ARE YOUR GOALS?

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BOND BANK EQUITY BANK

Year Started Older Newer

Shareholders Legacy First generation

Inside Ownership Low Moderate to High

Loan to Deposit Low High

Last Equity Raise Never, distant past During or after Credit Crisis

Succession Plan Limited or None Yes with recent change

Dividend Yes Maybe

ROAE Under 8% Greater than 8%

ROAA Under 1.0% Greater than 1.0%

Board Composition Older, unitary Younger, diversified

Risk Profile Low Low to Moderate

Valuation Below Book Value Near or slightly above Book Value

28WHAT TYPE OF BANK ARE YOU?

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$0

$1,000,000

$2,000,000

$3,000,000

$4,000,000

$5,000,000

$6,000,000

$7,000,000

$8,000,000

$9,000,000

$10,000,000

$11,000,000

$12,000,000

$13,000,000

$14,000,000

$15,000,000

$16,000,000

$17,000,000

$18,000,000

Total Assets ($000s)

Founded as First of

Michigan Bancorp, Inc.

Dave Provost

joins as CEO

Mortgage Banking Dept. started;

FDIC approves business plan;

$12mm capital raise

Completes 2 FDIC-assisted deals;

Completes first unassisted acquisition

$400mm capital raise;

Completes 2 FDIC-assisted deals;

CFO, COO, CCO Hired

Completes First Place Bank

acquisition via 363 Sale in

Bankruptcy Court

Completes Michigan Commerce

acquisition via 363 Sale in

Bankruptcy Court

Divests 13 branches

in WI and NV

Completes First

of Huron Corp.

acquisition

Sale to Chemical

Financial Corp.

Source: SNL Financial

Chemical Financial Corp. pro

forma with Talmer Bancorp, Inc.

29STRATEGIC PLANNING CASE STUDY: TALMER BANCORP, INC.

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Higher Stock Price

Stock Valuation

Liquidity

Information/ Transparency

Dividend Policy

30SHAREHOLDER - CONSIDERATIONS

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Stock Valuation

TBV / Internal

Valuation

Independent Valuation

Formal Market or Exchange

31STOCK VALUATION

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Liquidity

STOCK LIQUIDITY

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Annual & quarterly reports (PDF)

Management and Board pictures, bios

Links to press releases, SEC filings

SNL Financial link

Branch listing / map

Investor presentations

Information / Transparency

Annual Report

Quarterly Shareholder

Letter

Annual Meeting

Quarterly Call

Web Page

33INFORMATION / TRANSPARENCY

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Financial overview (with items just discussed)

What is our market and demographics?

What are our growth plans?

Organic vs. acquisition growth strategy

What is our core deposit or funding strategy

What do we want to be when we grow up?

The Investment Presentation can make or breakwhether someone will buy your stock

34INVESTOR PRESENTATION

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Don’t make analysts ask “Where’s Waldo?”

BALANCE SHEET P & L CREDIT

BV/Share Pre, Pre ROAAClassifieds/Equity +

ALLL

TBV/Share Pre, Pre ROAE NPA’s/Assets

Goodwill NIM Reserves/NPA’s

CRE/Capital Efficiency Ratio Cum. NCO/Peak NPA’s

TCE/AssetsFee Income/Total

IncomeTexas Ratio

35FINANCIAL DISCLOSURES – HOT BUTTONS

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Dividend Policy

Reward Shareholders

Manage Capital Levels

Attract certain investors that

require dividend (i.e.

pension funds)

Return capital from special event

Impacts Value of the

Stock

DIVIDENDS: ARE THEY IMPORTANT?

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STRATEGIC PLANNING – SUMMARY AND TRACKING

Andrew C. Christians, CFA

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39SUMMARY FOCUS TOPICS OF YOUR STRATEGIC PLAN

Buy, Hold, or Sell?

If the Board feels that “Buy” is in the best interests of the shareholders, need to think about:

Who would ideal targets banks be?

o Geography

o Size

o Shareholder base

o Balance sheet composition (loans, deposits, liquidity)

o Credit quality and capital management

How can our bank structure a transaction for each specific target, based on our needs and the target’s needs?

o Cash vs. stock vs. mix

o Pro forma capital position of the resulting bank is critical in this planning –conversations early with all regulatory agencies is strongly advised

o How much can we afford to pay and still enhance our current shareholders’ franchise value?

If the Board feels that “Hold” is in the best interests of the shareholders, need to think about:

Management and employees (succession, security, alignment with shareholders)

Growth opportunities inside of current business lines (key hires, new locations)

Growth opportunities in new business lines

Expense controls, while managing necessary capital expenditures

What are our capital needs in order to achieve our standalone plan?

Create detailed 1-3 year budget with key balance sheet, P&L, and financial ratios that can be tracked

How does our expected return on equity (ROE) compare to the cost of our capital?

How Does Our Bank Achieve Its Best Results?

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40SUMMARY FOCUS TOPICS OF YOUR STRATEGIC PLAN

Buy, Hold, or Sell?

If the Board feels that “Sell” is in the best interests of the shareholders, need to think about:

Management and key employee protection

Shareholder needs (liquidity in the form of stock or cash)

Potential merger partners

One-off vs. limited auction vs. full auction

Tax implications

Any regulatory concerns with buyer (credit, capital, management, compliance)?

How Does Our Bank Achieve Its Best Results?

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41CAPITAL PLANNING FOR AN ACQUISITION

Capital is a critical component to strategic planning for a prospective acquisition

Key focus of regulatory review and has been even more evident in the past 12-18 months

If no active transaction on the table, should make a list of top 5 target institutions

For each prospective target, should create merger models

Sensitize the inputs (size, valuation, form of consideration) to determine the impact on some key outputs (accretion/dilution, earn back period, and bank capital ratios as a few examples)

At the different valuation levels, how much cash vs. stock can you include in the transaction while maintaining sufficient capital levels?

What are sufficient capital levels?

What is the “right” form of capital?

Common equity – gold star from the regulators, but most “expensive” to your bank

Preferred equity – less expensive than common equity, but still expensive as not tax deductible

Need to consider capital treatment for different forms of preferred equity

Subordinated debt – tax-deductible and popular capital alternative today

Need to consider capital treatment based on size of your institution

Senior debt – cheapest form of capital at the bank, but lender may require BHC stock as collateral

Need to consider expected pro forma capital structure (debt/equity and debt/total capital)

Need to consider cash flow coverage of any mandatory coupon

Planning Tips and Key Considerations

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42CAPITAL PLANNING FOR AN ACQUISITION

Overview of Capital Alternatives

Security Type Advantages Disadvantages

Common Stock

(rights offering, public offering, or

private placement)

▲ 100% tier 1 capital credit, without limitation

▲ Needs to be the dominant element in tier 1

▲ Best capital alternative for regulators

▲ Dividends are discretionary – no impairment to

earnings

▲ Additional common equity expands a bank’s

capacity to issue additional hybrids

▼ High risk requires a commensurate return,

making common equity the most expensive form

of capital

▼ New issuance is the most dilutive alternative to

the existing common equity holders

▼ Typically priced at a discount to market

▼ Negative impact on performance ratios

Non-Cumulative Convertible

Preferred

(public offering or private

placement)

▲ Qualifies as 100% tier 1 capital credit

▲ Non-cumulative preferred offerings often

diversify a firm’s capital structure

▲ Cost effective alternative to common equity

offering

▲ Perpetual has no stated maturity – little or no

refinancing risk

▼ Does not satisfy regulator and investor focus on

tangible common equity

▼ Because dividends are not tax deductible for the

issuer and because it represents a junior form of

capital, it is more costly than trust preferred

▼ Investors and capacity are limited

▼ Dilutive to shareholders upon conversion

Subordinated Debt

(public offering or private

placement)

▲ Generally qualifies as 100% tier 2 capital credit

at BHC level; proceeds can be contributed to

bank as tier 1 capital

▲ Tax deductible

▲ Limited dilution, if any

▲ Generally, an inexpensive form of regulatory

capital

▼ Does not satisfy regulator and investor focus on

tangible common equity

▼ Interest expense impairs profitability

▼ More expensive than senior debt

▼ 20% annual tier 2 “haircut”

▼ Not permanent capital, so must have ability to

repay or refinance (5-10 years)

Holding Company Senior Debt

(correspondent bank, public

offering, or private placement)

▲ Qualifies as 100% tier 1 capital at bank level

▲ No dilution to existing shareholders

▲ Generally, an inexpensive form of regulatory

capital

▼ Can be difficult to source w/o ability to

demonstrate adequate uses of capital

▼ First lien and priority in liquidation

▼ Pledge of bank stock required as collateral

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43“HOLD” STRATEGIC PLANNING – MONITORING THE PLAN

If the strategic plan calls for your bank to remaining independent, it is critical that the bank is always improving

In an effort to monitor the bank’s progress against its strategic plan, certain financial performance metrics of the bank should be compared against peer groups

A detailed peer group should be created based on specific factors to your bank:

Geography (county, MSA, region, State)

Asset size

Concentrated type of lending

Unique or niche business model

A second peer group based on just geography also can be useful

The next couple of slides offer up some templates for key financial metrics that your bank can be compared against, with focus on:

Profitability

Loan growth

Credit quality

Funding composition

Cost of funding

Noninterest income

Expense management

Capital management

Planning Tips and Key Considerations

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STRATEGIC POSITIONING – “HOLD” MONITORING 44

YOUR BANK vs. Peer Group

Notes: 1. All metrics listed, unless otherwise noted,

are for the LTM as of the most recent quarter financial results available.

2. Peer Group includes all regulated depositories in Michigan with total assets between $250 and $750 million.

3. Dollars in thousands4. Source: SNL Financial

YOUR

BANK

Peer

Group Advantage

Profitability: (data as of LTM, except where noted)

Core ROAA 1.43% 1.28% YOUR Bank

ROAA 0.92% 0.90% YOUR Bank

ROACE 7.89% 8.90% Peer

NIM (MRQ) 3.99% 3.69% YOUR Bank

Cost of Deposits (MRQ) 0.27% 0.47% YOUR Bank

Noninterest Income/Total Revenue 23.61% 15.12% YOUR Bank

Noninterest Income/Avg. Assets 1.14% 0.72% YOUR Bank

Noninterest Expense/Avg. assets 3.26% 3.22% Peer

Growth:

Loan growth (MRQ) 12.35% 9.52% YOUR Bank

Loan growth (LTM) 6.34% 10.15% Peer

Asset Quality: (data as of MRQ)

NPAs/Loans 2.03% 3.78% YOUR Bank

Reserves/NPAs 62.18% 47.08% YOUR Bank

Balance Sheet: (data as of MRQ)

Noninterest Bearing Deposits/Total Deposits 5.66% 18.39% Peer

Core Deposits/Total Funding 90.28% 84.73% YOUR Bank

Gross Loans/Core Deposits 95.43% 85.58% YOUR Bank

Assets/FTE $3,266 $3,687 Peer

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STRATEGIC POSITIONING – “HOLD” MONITORING 45

YOUR BANK vs. Michigan Banks

Notes: 1. All metrics listed above, unless otherwise

noted, are for the LTM as of the most recent quarter financial results available.

2. Michigan Bank Peer Group is the median of all regulated depositories headquartered in the state of Michigan

3. Dollars in thousands4. Source: SNL Financial

YOUR

BANK

All Michigan

Banks Advantage

Profitability: (data as of LTM, except where noted)

Core ROAA 1.43% 1.03% YOUR Bank

ROAA 0.92% 0.75% YOUR Bank

ROACE 7.89% 7.08% YOUR Bank

NIM (MRQ) 3.99% 3.76% YOUR Bank

Cost of Deposits (MRQ) 0.27% 0.49% YOUR Bank

Noninterest Income/Total Revenue 23.61% 14.85% YOUR Bank

Noninterest Income/Avg. Assets 1.14% 0.64% YOUR Bank

Noninterest Expense/Avg. assets 3.26% 3.22% Peer

Growth:

Loan growth (MRQ) 12.35% 5.24% YOUR Bank

Loan growth (LTM) 6.34% 4.26% YOUR Bank

Asset Quality: (data as of MRQ)

NPAs/Loans 2.03% 4.23% YOUR Bank

Reserves/NPAs 62.18% 36.51% YOUR Bank

Balance Sheet: (data as of MRQ)

Noninterest Bearing Deposits/Total Deposits 5.66% 19.28% Peer

Core Deposits/Total Funding 90.28% 90.84% Peer

Gross Loans/Core Deposits 95.43% 81.59% YOUR Bank

Assets/FTE $3,266 $3,496 Peer

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Liquidity Ratio and Loans/Total Funding

20.06% 18.29% 18.57%16.18%

19.17%22.39%

25.00%27.87% 27.91% 27.14% 27.48% 27.56%

83.62% 83.56% 83.88% 85.15%

79.58% 78.29%76.00% 74.73% 73.77% 74.61% 74.70% 75.66%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

80.00%

90.00%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Q3 2016

Median Liquidity Ratio Median Loans/Total Funding

Source: SNL Financial; includes all Banks headquartered in Michigan

46BALANCE SHEET MANAGEMENT - TRACKING

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Total Revenue and Net Interest Margin $ in 000s

Source: SNL Financial; includes all Banks headquartered in Michigan

* Note: Q3 2016 Total Revenue is annualized YTD Q3 2016 results for all Michigan banks

*

$11,776

$13,059 $13,918

$12,737

$11,319 $11,102 $10,199

$11,034 $10,192 $10,219 $10,439

$11,125

4.17%4.10%

3.95%

3.79% 3.79%

3.93% 3.92%3.86%

3.76% 3.74%3.66% 3.68%

3.20%

3.40%

3.60%

3.80%

4.00%

4.20%

4.40%

4.60%

4.80%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Q3

2016

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

Median Total Revenue Median NIM

47REVENUE AND MARGIN - TRACKING

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Noninterest Expense/Total Revenue and Noninterest Expense/Total Expenses

Source: SNL Financial; includes all Banks headquartered in Michigan

46.42%42.32% 42.10%

47.08%

56.31% 58.79%

65.48% 63.06%

70.09% 70.95% 70.17%65.88%

61.37%

51.97% 51.18%57.37%

68.47%

76.36%81.95%

84.89%89.73% 90.52%

93.34%90.71%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

80.00%

90.00%

100.00%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Q3

2016

Median Noninterest Expense/Total Revenue Median Noninterest Expense/Total Expenses

48EXPENSE CONTROLS - TRACKING

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Efficiency Ratio

Source: SNL Financial; includes all Banks headquartered in Michigan

63.75%

65.41%

68.44%

71.09%

73.70%

71.93% 71.58%

70.20%

73.24%73.80%

72.88%

71.20%

60.00%

62.00%

64.00%

66.00%

68.00%

70.00%

72.00%

74.00%

76.00%

78.00%

80.00%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Q3

2016

Median Efficiency Ratio

49EXPENSE CONTROLS - TRACKING

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Return on Avg. Assets and Return on Avg. Common Equity

Source: SNL Financial; includes all Banks headquartered in Michigan

1.04%1.00%

0.81%

0.39%

0.29%

0.42%

0.54%

0.76% 0.79% 0.76%

0.86% 0.84%

10.21%9.37%

7.49%

3.68%3.04%

3.55%

5.72%

7.55% 7.45% 7.13%7.80% 7.85%

0.00%

2.50%

5.00%

7.50%

10.00%

12.50%

15.00%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD Q3

2016

RO

AC

E

RO

AA

Median ROAA Median ROACE

50PROFITABILITY - TRACKING

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Q&A

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DPP – FINANCIAL INSTITUTIONS GROUP 52

John C. Donnelly - Managing DirectorMr. Donnelly is a Managing Director for Donnelly Penman & Partners (DP&P). DP&P is an investment bankingfirm specializing in raising capital and advising on mergers and acquisitions in the banking industry. Mr.Donnelly is also the founder and Managing Member of the Donnelly Penman Financial Services Fund, LP (the“Fund”) which invests in community banks throughout the country. Prior to co-founding DP&P in 2000, Mr.Donnelly was a Managing Director in the investment banking department of Raymond James & Associates, Inc.where he focused on the financial services industries. Mr. Donnelly joined Raymond James in 1999 effective withits acquisition of Roney & Co., a Midwest based investment banking and brokerage firm. Mr. Donnelly joinedRoney in 1993 where he held the positions of Managing Director and head of the Financial Institutions groupand also served on the Executive Committee. From 1983 to 1993, Mr. Donnelly held the positions of Senior VicePresident and Director of Corporate Finance at First of Michigan Corporation (now Oppenheimer). Prior to that,he was employed in various credit and lending positions at both Manufacturer's National Bank (now Comerica,Inc.) and Michigan National Bank (now Bank of America). Mr. Donnelly is a Trustee of the Beaumont HealthSystem and is a former director of Carolina Premier Bank in Charlotte, North Carolina.

Mr. Donnelly graduated from Georgetown University and holds a M.B.A. degree from the University of DetroitMercy. Mr. Donnelly also has Series 7, 24, 27, 55 and 63 licenses with FINRA.

Andrew C. Christians, CFA – Managing DirectorJoining DP&P in 2006, Mr. Christians specializes in mergers and acquisitions (buy side and sell side), businessvaluations, financial advisory, strategic analysis, and raising capital for financial institutions. Mr. Christians hasalso rendered sell-side and valuation services for the automotive, manufacturing, and service industries.Additionally, Mr. Christians has been the Portfolio Manager for the Donnelly Penman Financial Services Fund($28 million private equity fund dedicated to investing in community bank equities across the nation) sinceMarch 2009, in addition to managing accounting, investor relation, and administrative activities. He also sits onthe Advisory Board and Investment Committee for the Fund. Prior to joining DP&P, Mr. Christians was anAnalyst in Stout Risius Ross' Transaction Advisory Group. At Stout Risius Ross, he specialized in performingfinancial opinions and consulting services primarily related to mergers and acquisitions, goodwill impairmentanalyses, and corporate strategic planning. Mr. Christians has earned the right to use the Chartered FinancialAnalyst (CFA) designation and graduated from the University of Michigan's Ross School of Business with aB.B.A. degree with concentrations in Finance and Accounting.

JOHN C. DONNELLY

Managing Director(313) 393-3054

[email protected]

ANDREW C. CHRISTIANS

Managing Director(313) 393-3074

[email protected]

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OVERVIEW OF DONNELLY PENMAN & PARTNERS

Donnelly Penman provides a full range of corporate finance and financial advisory services, primarily focusing on the Manufacturing and Financial Institution industries.

Mergers & Acquisitions Capital Raising Financial Advisory

Sell Side/Buy Side Public Offerings Private Offering

Fairness Opinions Valuations General

Identify, analyze and initiate transaction

Advise on deal structure

Assist with negotiations

Strategic alliances/joint venture assistance

Merger of equals

Special Committee assignments

Common Stock

Subordinated Debt

Preferred Stock

Warrants & Rights Offerings

Initial Public Offerings

Secondary Offering

Private Equity Placements

Private Debt Placements

Bank/Lending Institution Debt (Senior and Subordinated)

Merger and Acquisitions

Stock Repurchase Plans

Privatizations

ESOP Programs

Estate Planning

Leveraged Buyouts

Strategic Alternatives

M&A Due Diligence Advisory Services

Recapitalizations

Transaction Options

Family Disputes

One of the largest independent investment banking firms headquartered in the Midwest

Registered broker/dealer with the Financial Industry Regulatory Authority (FINRA)

Manager of Donnelly Penman Financial Services Fund

53