Attached files
| file | filename |
|---|---|
| 8-K - 8-K - FNB CORP/PA/ | d231668d8k.htm |
 Second Quarter 2011
Investor Presentation
Dated: September 13, 2011
Exhibit 99.1
F.N.B. Corporation |
 Forward-Looking Statements
This presentation and the reports F.N.B. Corporation files with the Securities and
Exchange Commission often
contain
“forward-looking
statements”
relating
to
present
or
future
trends
or
factors
affecting
the
banking industry and, specifically, the financial operations, markets and products
of F.N.B. Corporation. These forward-looking statements involve certain
risks and uncertainties. There are a number of important factors that could
cause F.N.B. Corporation’s future results to differ materially from historical performance or
projected performance. These factors include, but are not limited to: (1) a
significant increase in competitive pressures among financial institutions;
(2) changes in the interest rate environment that may reduce interest
margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and
loan loss provisions; (4) general economic conditions; (5) various monetary
and fiscal policies and regulations of the U.S. government that may
adversely affect the businesses in which F.N.B. Corporation is engaged; (6)
technological issues which may adversely affect F.N.B. Corporation’s financial
operations or customers; (7) changes
in
the
securities
markets;
(8)
risk
factors
mentioned
in
the
reports
and
registration
statements
F.N.B. Corporation files with the Securities and Exchange Commission; (9) housing
prices; (10) job market; (11) consumer confidence and spending habits; (12)
estimates of fair value of certain F.N.B. Corporation assets and liabilities
or (13) the effects of current, pending and future legislation, regulation and regulatory
actions. F.N.B. Corporation undertakes no obligation to revise these
forward-looking statements or to reflect events or circumstances after
the date of this presentation. 2 |
 Forward-Looking Statements
3
ADDITIONAL
INFORMATION
ABOUT
THE
MERGER
F.N.B. Corporation and Parkvale Financial Corporation will file a proxy
statement/prospectus and other relevant documents with the SEC in connection
with the merger. SHAREHOLDERS OF PARKVALE FINANCIAL CORPORATION ARE ADVISED
TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement/prospectus and other relevant materials
(when they become available), and any other documents F.N.B. Corporation has
filed with the SEC, may be obtained free of charge at the SEC's website at
www.sec.gov.
In
addition,
investors
and
security
holders
may
obtain
free
copies
of
the
documents
F.N.B.
Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer,
F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone:
(724) 983-3317 or Parkvale Financial Corporation by contacting Gilbert
A. Riazzi, Chief Financial Officer, 4220 William Penn Highway, Monroeville, PA 15146,
telephone: (412) 373-4804.
Parkvale Financial Corporation and its directors, executive officers and other
members of its management and employees may be deemed to be participants in
the solicitation of proxies from its shareholders in connection
with
the
proposed
merger.
Information
concerning
such
participants'
ownership
of
Parkvale
Financial
Corporation
common
stock
will
be
set
forth
in
the
proxy
statement/prospectus
relating
to
the
merger
when it becomes available. This communication does not constitute an offer of any
securities for sale. |
 Non-GAAP Financial Information
4
To supplement its consolidated financial statements presented in accordance with Generally Accepted
Accounting Principles (GAAP), the Corporation provides additional measures of operating
results, net income and earnings per share (EPS) adjusted to exclude certain costs, expenses,
and gains and losses. The Corporation believes that these non-GAAP financial measures
are appropriate to enhance the understanding of its past performance as well as prospects for
its future performance. In the event of such a disclosure or release, the Securities and
Exchange Commission’s Regulation G requires: (i) the presentation of the most directly
comparable financial measure calculated and presented in accordance with GAAP and (ii) a
reconciliation of the differences between the non-GAAP financial measure presented and the most
directly comparable financial measure calculated and presented in accordance with GAAP. The
required presentations and reconciliations are contained herein and can be found at our
website, www.fnbcorporation.com, under “Shareholder and Investor Relations” by
clicking on “Non-GAAP Reconciliation.”
The Appendix to this presentation contains non-GAAP financial measures used by the Corporation to
provid information useful to investors in understanding the Corporation's operating performance
and trends, and facilitate comparisons with the performance of the Corporation's peers.
While the Corporation believes that these non-GAAP financial measures are useful in
evaluating the Corporation, the information should be considered supplemental in nature and not
as a substitute for or superior to the relevant financial information prepared in accordance
with GAAP. The non-GAAP financial measures used by the Corporation may differ from
the non-GAAP financial measures other financial institutions use to measure their results of operations.
This information should be reviewed in conjunction with the Corporation’s financial results
disclosed on July 25, 2011 and in its periodic filings with the Securities and Exchange
Commission. |
 F.N.B.
Corporation Headquarters: Hermitage,
PA
Bank Charter: 1864
Assets: $9.9B (4th largest bank in PA)
Market Capitalization: $1.1B at August 31, 2011
Current Locations
234 Banking: 223 (PA), 11 (OH)
65 Consumer Finance: 22 (PA), 19 (TN), 17 (OH), 7 (KY)
Business Lines
Banking
Wealth Management
Insurance
Consumer Finance
Merchant Banking
5 |
 Experienced Management Team
Name
Position
Years of
Banking
Experience
Steve Gurgovits
Chief Executive Officer
50
Vince Delie
President
CEO, First National Bank of PA
24
Brian Lilly
Chief Operating Officer
Vice Chairman
30
Vince Calabrese
Chief Financial Officer
23
Gary Guerrieri
Chief Credit Officer
24
6 |
 Board
Leadership Thirteen Independent Directors
Seven Former Financial Services Executives
Three Involved as Financial Services Investors
7 |
 Manage
our business for profitability and growth Operate in markets we know and
understand Maintain a low-risk profile
Drive growth through relationship banking
Fund loan growth through deposits
Target neutral asset / liability position to manage interest rate risk
Build fee income sources
Maintain rigid expense controls
Operating Strategy
8 |
 Market
Characteristics Stable Markets
Modest Growth
#2 Ranking State College
(1)
#3 Ranking Pittsburgh
(1)
Regional Management
Local Advisory Boards
Marcellus Shale Exposure
FNB
Region
Market
Size
Deposits
FNB
Deposit
Ranking
FNB
Branches
Pittsburgh
$76.4B
3
rd
114
Northwest
$25.5B
3
rd
54
Capital
$45.8B
10
th
42
Central
Mountain
$11.8B
1
st
71
Source: SNL, company data; based on June 30, 2010 deposit data,
excludes custodian bank, pro-forma ownership as of September 1,
2011.
(1)
MSA
9 |
 Banking Locations
Current First National Bank Locations
As of September 1, 2011
10 |
 Organic Growth Opportunity
Source: SNL Financial
Deposit data as of June 30, 2010; excludes custodian bank, pro-forma
ownership as of September 1, 2011. Attractive market rank of #3 for counties
of operation 11
Rank
Institution
Branch
Count
Total Deposits in
Market ($000)
Total Market
Share (%)
1
PNC Financial Services Group Inc.
347
45,417,165
29.71
2
Royal Bank of Scotland Group Plc
228
10,374,299
6.79
3
F.N.B. Corp.
281
8,639,847
5.65
4
M&T Bank Corp.
137
6,196,246
4.05
5
Huntington Bancshares Inc.
127
5,769,478
3.77
6
Wells Fargo & Co.
64
4,942,063
3.23
7
First Commonwealth Financial Corp.
101
4,164,090
2.72
8
Banco Santander SA
75
3,755,597
2.46
9
First Niagara Financial Group Inc.
70
3,562,975
2.33
10
Susquehanna Bancshares Inc.
85
3,387,912
2.22
Total (1-165)
2,863
152,854,759
100.00
Counties of Operation |
 Winning Market Share
Total Organic Loan Growth
(1)
Eighth Consecutive Quarter of Organic Growth
(1) Based on average balances; percentage organic growth annualized and as
compared to the prior quarter. 12 |
 Winning Market Share
Second
Quarter
2011
Ninth consecutive linked-
quarter organic growth for
Pennsylvania commercial
loans
(2)
Pennsylvania commercial loan
organic
growth
of
8.7%
(1)
(2)
Commercial line utilization
rates remain historically low
Commercial Organic Loan Growth
(1)
(1)
Based on average balances; percentage organic growth annualized and as compared to
the prior quarter. (2)
Pennsylvania commercial portfolio organic loan growth, excludes Florida.
13
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
2Q11
1Q11
4Q10
3Q10
2Q10
8.7%
10.7%
2.5%
0.6%
4.7%
7.4%
8.3%
0.1%
-1.1%
3.6%
Pennsylvania Commercial Growth
Total Commercial Growth |
 Winning Market Share
Transaction Deposit and Customer Repurchase Agreements
Organic Growth
(1)
(1) Based on average balances; percentage organic growth annualized and as
compared to the prior quarter; transaction deposits includes DDA, Savings,
NOW and MMDA. 14 |
 Loan
Composition Based on average balances for each period presented.
15
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
$4.0
$4.5
$5.0
$5.5
$6.0
$6.5
$7.0
2007
2008
2009
2010
2Q11
Other
Commercial Leases
Regency
Indirect
Residential Mortgage
Consumer Home Equity
Commercial |
 Funding
Based on average balances for each period presented.
Loans to deposits and
customer repurchase
agreements ratio of 84%
Deposits and Customer
Repurchase Agreements –
$8.0 Billion at June 30, 2011
16
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
$8.0
$9.0
2007
2008
2009
2010
2Q11
Transaction Deposits and Customer Repos
Time Deposits
Total Borrowings
Trust Preferred
Customer
Repos
9%
Time Deposits
28%
DDA
16%
Savings, NOW,
MMDA
47% |
 Proven Merger Integrator |
 Proven
Merger Integrator Proven significant
acquisition
and
integration
experience
-
since
2002,
completed eight
bank acquisitions ($6.1 billion in assets), four insurance acquisitions and one
consumer finance
acquisition.
Pending
-
acquisition
of
Parkvale
Financial
($1.8
billion
in
assets)
announced June 15, 2011.
Significant
acquisition
opportunities
exist
in
Pennsylvania
-
currently
over 50
Pennsylvania
headquartered
institutions
with
assets
between
$300
million
and
$3
billion
(1)
.
Pre-2002 Presence
Acquisition Related Expansion
(1)
Source:
SNL:
Includes
all
banks
and
thrifts
headquartered
in
PA,
excludes
mutuals
and
MHCs.
18 |
 Well
Diversified Business F.N.B.
F.N.B.
Corporation
Corporation
Banking
Banking
Wealth
Wealth
Management
Management
Merchant
Merchant
Banking
Banking
Consumer
Consumer
Finance
Finance
Insurance
Insurance |
 Regency
Finance Company Over 80 years of consumer lending experience
65 Offices –
9 opened since October, 2010
High-Performing Affiliate
•
2Q2011
YTD
ROTCE
31.80%
(1)
•
2Q2011 YTD ROA 2.74%
•
2Q2011 ROE 28.31%
Consumer Finance
(1)
Return on average tangible common equity (ROTCE) is calculated by dividing net
income less amortization of intangibles by average common equity less
average intangibles. Pennsylvania
Ohio
Ohio
Kentucky
20
Tennessee |
 Regency
Finance
Company
Loan
Portfolio
$163
Million
87% of Real Estate Loans are First Mortgages
12%
32%
56%
As of June 30, 2011
Consumer Finance
21 |
 Insurance
Property, Casualty, Life and
Employee Benefits
Risk Management, Risk Transfer
and Cost Containment Services
Seven offices, located in Central
and Western PA
80% Commercial; 20% Personal
•
78% Property and Casualty
•
22% Life and Benefits
Annual premiums of $97 Million
Wealth Management and Insurance
Wealth
Management
Trust, Fiduciary and Institutional
Investment Services
•
Over 70 Years Managing Wealth
•
$2.4 Billion Under Administration
at June 30, 2011
Individual Investment Services
•
Brokerage, Mutual Funds and
Annuities
•
Life and Long-Term Care
Insurance Planning
22 |
 Merchant Banking
Junior capital provider offering flexible financing solutions
•Mezzanine debt, subordinated notes, equity capital
•Growth or expansion capital, buyouts and ownership
transition financing
•No early stage or real estate financing
•Typical investment between $1 million and $7 million
Total outstandings of $22 million as of June 30, 2011
Successfully harvested two relationships in 2010 contributing
$2.3 million to fee revenue
Founded in 2005
23 |
 Parkvale Financial Corporation
Transaction Highlights
Announce Date: June 15, 2011 |
 Strengthens FNB’s
Leading Pittsburgh
Position
Solidifies FNB’s leading status in the Pittsburgh market
–
Pittsburgh MSA market rank moves significantly from #7 to #3
Significantly enhances distribution capabilities and scale
One of few meaningful opportunities left in the market
Low Execution Risk
In-market transaction
Leverages experienced Pittsburgh-market management team
FNB is a proven merger integrator –
completed eight bank
acquisitions since 2002 ($6.1 billion in assets)
Financially
Attractive
Effective deployment of capital
–
EPS accretion of 6%
–
IRR
20%
Significant operating efficiencies –
35% cost savings
Neutral to tangible book value per share, after recent capital raise
–
Accretive to March 31, 2011 tangible book value per share
(pre-capital raise)
Parkvale Financial
Compelling Strategic Rationale
25 |
 Leadership Position
Pittsburgh MSA
Strong # 3 pro forma market share
position (FNB currently #7)
(1)
#1 community bank in the market
Leverages existing strengths to build on
momentum in market
FNB/Parkvale branch overlap –
19
branches, or 40%, within 1 mile
26
Source: SNL Financial.
(1) Excludes custodian banks.
Pennsylvania
Parkvale Financial (47 branches)
F.N.B. (234 branches)
Beaver
Butler
Westmoreland
Armstrong
Fayette
Washington
Allegheny
•
Parkvale Financial (40 branches)
•
F.N.B. (61 branches)
Pittsburgh
Pittsburgh MSA
•
• |
 Total
Foreclosures, First Quarter – 2011
Attractive Pittsburgh Market
Source: PittsburghTODAY.org derived from Bureau of Labor Statistics, RealtyTrac and
FHFA. 27
Source: SBA firms and employment by MSA 2008, Census.gov.
0
500
1,000
1,500
2,000
500+ Employees Middle Market and
Corporate
Pittsburgh MSA
Pennsylvania MSA
Average
National MSA Average
Pittsburgh Commercial Market –
Continued Opportunity
Pittsburgh MSA Economic Indicators
Third Best %
Job Growth
% Change in Jobs, July 2010 –
July 2011
Total Nonfarm
#1 Housing
Appreciation
1 Year Appreciation Rates
4th Quarter 2010
Second Lowest First
Quarter 2011 Total
Foreclosures
10,000
20,000
30,000
40,000
50,000
<20 Employees Small Businesses
<500 Employees Businesses |
 Transaction Overview
Consideration:
$22.48
(1)
per Parkvale Financial share
Fixed 2.178x exchange ratio
100% stock
Deal Value:
Approximately
$130
million
(1)
Detailed Due
Diligence:
Completed
Required Approvals:
Customary regulatory and Parkvale shareholders
Expected Closing:
Early January 2012
TARP Repayment:
Parkvale intends to redeem its $32 million of TARP prior to closing,
subject to Treasury approval.
Board Seats:
Robert J. McCarthy, Jr. will join the Board of Directors of F.N.B.
Corporation, and one Parkvale board member, as mutually agreed, will
become a director of First National Bank of Pennsylvania.
(1)
Based
on
FNB
stock
price
as
of
announcement
date,
Wednesday,
June
15,
2011,
$10.32.
28 |
 Pennsylvania Marcellus Shale |
 Pennsylvania Marcellus Shale
PA Marcellus Shale Formation
(3)
Sources: (1) “The Pennsylvania Marcellus Natural Gas Industry: Status,
Economic Impacts and Future Potential”, July 20, 2011, Penn
State; (2) “Banking on the Marcellus”, June 7, 2010, Sterne Agee Industry Report; (3) MarcellusCoalition.org
Fully developed -
Marcellus Shale has potential to
be the second largest natural gas field in the
world.
(1)
Estimated/projected Pennsylvania jobs
(1):
•
2020, cumulative, respectively
FNB screened as second best positioned in
Pennsylvania based on overlap of market share,
drilling permits issued and wells being dug.
(2)
PA Marcellus Drilling Permits
F.N.B. Banking Locations
30
60,000, 157,000 and 256,000 - 2009, 2011 and
|
 Surveyors
Real Estate
Rocks and
Quarries
Utilities
Oil and Gas
(Direct Effect)
Drilling, Extraction,
Support Activities
Indirect Impact
(Supply Chain Effect)
Heavy
Equipment
Commodity
Traders
Other Gas
Distribution
Iron and
Steel
Construction
Pipelines
Machinery
Manufacturers
Gas
Processors
Rig Parts
Cement
Induced Impact
(Consumption Effect)
Food and
drink
Utilities
Travel
Higher
Education
Housing
Entertainment
Attorneys
Marcellus Shale Effect
31 |
 2011
2015
2020
Economic Value:
$12.8 Billion
$17.2 Billion
$20.2 Billion
State/Local Taxes:
$1.2 Billion
$1.7 Billion
$2.0 Billion
Total Jobs:
156,695
215,979
256,420
Pennsylvania Marcellus Shale
The Future: Economic Opportunity
2011 Status, Economic Impacts and Future Potential
Source: “The Pennsylvania Marcellus Shale Natural Gas Industry:
Status, Economic Impacts and Future Potential “, July 20, 2011, Penn
State 32 |
 LOAN
COMPOSITION &
CREDIT QUALITY |
 Diversified Loan Portfolio
$6.7 Billion Outstanding as of June 30, 2011
Shared National Credits
•
3.6%
of
total
loan
portfolio
•
In-market customers and
prospects
Avoided subprime and Alt-A
mortgages
Construction and land
development total only 3.4%
and 0.7%, respectively, of
FNB’s total loan
portfolio 34 |
 Commercial Real Estate Portfolio
$1.2 Billion in CRE Non-Owner Occupied
as of June 30, 2011 (excluding Florida)
Diverse Portfolio
Solid Credit Quality Results
•
2.20% Total delinquency
•
1.84% Non-performing
loans + OREO/Total loans
+ OREO
35 |
 Credit
Quality (1)
2.02% when including credit mark in both reserve for loan losses and total
loans, refer to non-GAAP reconciliation in Appendix
2.62%
2.84%
2.74%
2.54%
2.42%
0.94%
1.06%
1.51%
1.56%
1.51%
1.44%
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
2007
2008
2009
2010
1Q11
2Q11
Dashed Line Excludes Florida
NPL's and OREO % of Total Loans and OREO
3.38%
3.28%
2.76%
2.46%
1.47%
1.87%
2.14%
1.87%
1.84%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
2007
2008
2009
2010
2Q11
Dashed Line Excludes Florida
Total Past Due & Non-Accrual Loans
% of Total Loans
36
1.22%
1.80%
1.79%
1.74%
1.63%
1.38%
1.51%
1.50%
1.37%
2.02%
0.5%
0.7%
0.9%
1.1%
1.3%
1.5%
1.7%
1.9%
2.1%
2.3%
2.5%
2007
2008
2009
2010
2Q11
Dashed Line Excludes Florida
Reserves % of Total Loans
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
2007
2008
2009
2010
2Q11
YTD
NCO's % of Total Average Loans
Bank
Regency
Florida |
 Florida Focus:
Land-Related Exposure
Florida Land-Related Exposure
•
Loans of $53 million represent under
1% of total loan portfolio
•
OREO of $21 million
•
Year-over-year exposure reduction of
$24 million, or 25%
Total Florida Portfolio
•
Loans of $180 million represent only
2.7% of total loan portfolio
•
Year-over-year exposure reduction of
$39 million, or 16%
Florida
Land-Related Exposure
Composition
(1)
Exposure refers to period-end loans plus OREO
37
$74 Million in Florida Land-Related Exposure as of June 30, 2011
(1) |
 FINANCIALS |
 Investment
Ratings By
Investment -
%
Amount
(1)
(in $ millions)
Agency
–
MBS
AAA
$999
Agency -
Senior Notes
AAA
$338
CMO
–
Agency
AAA
$250
Municipals
AAA
–
2%
AA
–
93%
A
–
5%
$198
CMO
–
Private
Label
AAA
–
30%
AA
–
9%
A
-
4%
BBB
–
20%
CCC
–
36%
$28
Short-Term
AAA
$17
Trust
Preferred
(2)
BBB
–
26%
BB
–
22%
B
–
12%
C
–
40%
$17
Bank Stocks
Non-Rated
$2
Total
$1,849
% of Total $1.8 Billion Portfolio
Earning Assets -
Investments
(1) Amounts shown reflect GAAP
(2) Original cost of $48 million; adjusted cost of $30
million; fair value of $16 million
Investment Portfolio Ratings as of June 30, 2011
39 |
 Solid
Financial Results
EPS of $0.18 per diluted share
Seventh consecutive quarter of revenue growth
Eighth consecutive quarter of total loan growth
Continued strong transaction deposits and customer repo growth
Continued good credit quality results
Parkvale Financial
Announcement
Effective deployment of capital
–
EPS accretion of 6%
–
IRR
20%
Solidifies FNB’s leading status in the Pittsburgh market
Completed
Common Stock
Offering
$63 million net proceeds
Attractive price of $10.70
Completed in conjunction with FNB inclusion in the S&P 600
Second Quarter Highlights
40 |
 Second
Quarter Results (1)
Calculated by dividing net income less amortization of intangibles by average
common equity less average intangibles. (2)
Calculated by dividing net income less amortization of intangibles by average
assets less average intangibles. (3)
Annualized linked-quarter organic growth data, based on average balances.
41
* 1Q11 amounts adjusted for one-time merger costs, refer to non-GAAP
reconciliation included in Appendix 2Q11
1Q11
2Q10
Profitability
Earnings per Common Share*
0.18
$
0.16
$
0.16
$
Return on Tangible Equity
(1)
*
16.77%
15.97%
15.65%
Return on Tangible Assets
(2)
*
1.02%
0.94%
0.92%
Operating
Loan Growth
(3)
5.1%
5.5%
3.3%
Total Deposit and
Customer Repurchase Agreements Growth
(3)
6.3%
1.0%
9.2%
Transaction Deposits and
Customer Repurchase Agreements Growth
(3)
10.7%
4.3%
13.7%
Net Interest Margin
3.78%
3.81%
3.81%
Efficiency Ratio
60.54%
63.72%
60.45% |
 Stable
Net Interest Margin Source: SNL Financial
Regional peers include: CBCR, CBCYB, CBSH, CBU, CHFC, CRBC, CSE,
FCF, FFBC, FINN, FMBI, FMER, FRME,
FULT, MBFI, NBTB, NPBC, ONB, PRK, PVTB, SBNY, SRCE, STBA, SUSQ, TAYC, TCB,
UBSI, UMBF, VLY, WSBC, and WTFC
42 |
 Fee
Income Excludes securities gains.
43
-$20
-$10
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
$100
$110
$120
2007
2008
2009
2010
2Q10
YTD
2Q11
YTD
Gain-Sale of Residential Mtg Loans
Bank-Owned Life Insurance
Securities Commissions and Fees
Other
Trust Fees
Insurance Commissions and Fees
Service Charges
OTTI Charges
2Q11 YTD Fee Income as Percentage of Operating Revenue -- 27% |
 Well
Capitalized Capital ratios at June 30, 2011 reflect the offering completed
May 18, 2011 of 6.0 million shares of common stock with net proceeds of $63
million. 44
4%
6%
8%
10%
12%
14%
Total Risk-Based
Tier One
Leverage
Tangible Common
Equity
December 31, 2010
March 31, 2011
June 30, 2011
Regulatory “Well Capitalized”
Threshold |
 INVESTMENT THESIS |
 Long-Term Investment Thesis
Targeted EPS Growth
5-6%
Expected Dividend Yield
(Payout Ratio 60-70%)
4-6%
= Total Shareholder Return
9-12%
46 |
 (1)
Based on August 31, 2011 closing prices (F.N.B.=$8.97)
(2)
Represents total common equity less intangibles
Relative Valuation Multiples
47
F.N.B.
Corporation
Regional
Banks
National
Banks
Price
(1)
/Earnings Ratio
FY11 Consensus EPS (F.N.B.=$0.69)
13.00x
14.03x
13.81x
FY12 Consensus EPS (F.N.B.=$0.85)
10.55x
11.37x
11.40x
Price
(1)
-to-Tangible Common Book Value
(2)
1.90x
1.28x
1.26x
Dividend Yield
(1)
5.35%
2.01%
1.96%
Peer Median |
 Summary
Leading market share among community banks in
Central and Western PA
Executing organic growth strategy and capitalizing
on opportunities presented in markets of operation
Experienced management team with proven ability
to integrate acquisitions
Diversified revenue stream
48 |
 APPENDIX
Loan Risk Profile
Established Board of Directors
GAAP to Non-GAAP Reconciliations
Second Quarter 2011 Earnings Release (July 25, 2011) |
 Loan
Risk Profile Appendix
Balance
(1)
% of
Loans
YTD Net
Charge-
Offs/Loans
(2)
Total Past
Due / Loans
NPL/Loans
CRE Owner Occupied
1,294,489
19%
0.18%
3.03%
2.13%
CRE Non-Owner Occupied
1,189,744
18%
0.38%
2.20%
1.48%
Commercial & Industrial
1,111,311
17%
0.37%
0.99%
0.78%
Home Equity & Other Consumer
1,486,879
22%
0.31%
0.90%
0.79%
Residential Mortgage
623,926
9%
0.02%
2.56%
1.39%
Indirect Consumer
519,550
8%
0.42%
1.00%
0.17%
Florida
180,232
3%
1.44%
24.92%
24.91%
Regency Finance
163,150
2%
3.76%
3.62%
3.95%
Other
133,314
2%
0.88%
1.65%
0.56%
Total
6,702,595
100.0%
0.42%
2.46%
1.90%
(1) Period end balances, in $ millions
(2) Annualized
Loan Risk Profile as of June 30, 2011 |
 Director
Name
Age
Since
Biography
Stephen J. Gurgovits
68
1981
President and Chief Executive Officer
William B. Campbell
73
1975
Chairman of the Board
Henry M. Ekker
72
1994
Partner with Ekker, Kuster, McConnell & Epstein, LLP
Philip E. Gingerich
74
2008
Director of Omega from 1994 to 2008; Retired Real Estate
Appraiser and Consultant
Robert B. Goldstein
71
2003
Principal of CapGen Financial Advisors LLC since 2007;
Former Chairman of Bay View Capital
Dawne S. Hickton
53
2006
Vice Chairman and CEO of RTI International Metals, Inc. since
2007
David J. Malone
57
2005
President and CEO of Gateway Financial since 2004
D. Stephen Martz
69
2008
Former Director, President and COO of Omega
Harry F. Radcliffe
60
2002
Investment Manager
Arthur J. Rooney II
58
2006
President, Pittsburgh Steelers Sports, Inc.; of Counsel with
Buchanan, Ingersoll & Rooney LLP
John W. Rose
62
2003
Principal of CapGen Financial Advisors LLC since 2007;
President of McAllen Capital Partners, Inc. since 1991
Stanton R. Sheetz
56
2008
CEO and Director of Sheetz, Inc.; Director of Omega from 1994
to 2008; Director of Quaker Steak and Lube Restaurant, Inc
William J. Strimbu
50
1995
President of Nick Strimbu, Inc. since 1994
Earl K. Wahl, Jr.
70
2002
Owner, J.E.D. Corporation
Appendix
Established Board of Directors |
 GAAP
to Non-GAAP Reconciliation Appendix
2011
2010
Second
First
Second
Quarter
Quarter
Quarter
Return on average tangible equity (1):
Net income (annualized)
$89,695
$69,653
$71,886
Amortization of intangibles, net of tax (annualized)
4,707
4,734
4,376
94,402
74,387
76,262
Average total shareholders' equity
1,166,305
1,129,622
1,052,569
Less: Average intangibles
(603,552)
(595,436)
(565,294)
562,753
534,186
487,275
Return on average tangible equity (1)
16.77%
13.93%
15.65%
Return on average tangible assets (2):
Net income (annualized)
$89,695
$69,653
$71,886
Amortization of intangibles, net of tax (annualized)
4,707
4,734
4,376
94,402
74,387
76,262
Average total assets
9,866,025
9,695,015
8,874,430
Less: Average intangibles
(603,552)
(595,436)
(565,294)
9,262,473
9,099,579
8,309,136
Return on average tangible assets (2)
1.02%
0.82%
0.92% |
 GAAP
to Non-GAAP Reconciliation Appendix
2011
2010
Second
First
Second
Quarter
Quarter
Quarter
Tangible book value per share:
Total shareholders' equity
$1,203,150
$1,128,414
$1,058,004
Less: intangibles
(601,958)
(601,475)
(564,495)
601,192
526,939
493,509
Ending shares outstanding
127,024,899
120,871,383
114,532,890
Tangible book value per share
$4.73
$4.36
$4.31
Tangible equity / tangible assets (period end):
Total shareholders' equity
$1,203,150
$1,128,414
$1,058,004
Less: intangibles
(601,958)
(601,475)
(564,495)
601,192
526,939
493,509
Total assets
9,857,163
9,755,281
8,833,060
Less: intangibles
(601,958)
(601,475)
(564,495)
9,255,205
9,153,806
8,268,565
Tangible equity / tangible assets (period end)
6.50%
5.76%
5.97% |
 GAAP
to Non-GAAP Reconciliation Appendix
2011
Second
First
Quarter
Quarter
Allowance for loan losses + credit marks / total
loans + credit marks:
Allowance for loan losses
$109,224
$107,612
Credit marks
26,622
26,919
135,846
134,531
Total loans
6,702,595
6,559,952
Credit marks
26,622
26,919
6,729,217
6,586,871
Allowance for loan losses + credit marks / total
loans + credit marks
2.02%
2.04%
(1) Return on average tangible equity is calculated by dividing net income less
amortization of intangibles by average equity less average
intangibles. (2) Return on average tangible assets is calculated by dividing
net income less amortization of intangibles by average assets less average
intangibles. |
 GAAP
to Non-GAAP Reconciliation Appendix
2011
2011
First
First
Quarter
Quarter
Adjusted
net
income:
Adjusted
return
on
average
tangible
equity
(1):
Net income
$17,175
Adjusted net income (annualized)
$80,582
Merger-related costs, net of tax
2,695
Amortization of intangibles, net of tax (annualized)
4,734
Less: Pension credit, net of tax
0
85,317
Adjusted net income
$19,870
Average total shareholders' equity
1,129,622
Adjusted
diluted
earnings
per
share:
Less: Average intangibles
(595,436)
Diluted earnings per share
$0.14
534,186
Effect of merger-related costs, net of tax
0.02
Adjusted return on average tangible equity (1)
15.97%
Less: Effect of pension credit, net of tax
0.00
Adjusted diluted earnings per share
$0.16
Adjusted
return
on
average
tangible
assets
(2):
Adjusted net income (annualized)
$80,582
Amortization of intangibles, net of tax (annualized)
4,734
85,317
Average total assets
9,695,015
Less: Average intangibles
(595,436)
9,099,579
Adjusted return on average tangible assets (2)
0.94%
(1) Return on average tangible equity is calculated by dividing net income less
amortization of intangibles by average equity less average intangibles. (2)
Return on average tangible assets is calculated by dividing net income less amortization of intangibles by average assets less average intangibles. |