My Spec play in First Mariner Bancorp
I have probably devoted too much time researching and soon to be too much space writing about this little bank called First Mariner Bancorp (FMAR). They are a very small position for me, and as they are illiquid and still a little confusing, they will likely remain that way. But they are such an interesting case.
How often do you run into a bank with negative tangible book value and with earnings over the last 6 months that exceed the current share price?
Not very often.
As it turns out, First Mariner has some warts that make it a speculative holding, but there is also much to like about the company, in particular a profitable and growing mortgage banking business and an extremely cheap price in comparison to earnings, and that makes it worth a small “punt” in my opinion. As I conclude at the end of the post, we are left waiting to see how the situation plays out.
How I stumbled on the idea of First Mariner
One of the ways that I come up with ideas is by doing Google searches of phrases that might be found in a release or article about a company. The search terms that I pick can be as generic as “10-bagger” or “double digit earnings growth”.
About a month and a half ago I was searching for ways (aside from Impac Mortgage) to play the mortgage origination market. I used searches like “strong mortgage banking”, “growth in mortgage banking”, and “increasing mortgage income”.
These searches led me to the following 3 banks:
- Monarch Financial (MNRK)
- PVF Capital Corp (PVFC)
- First Mariner Bancorp (FMAR)
I have positions in all 3 right now.
I wrote up a brief analysis of Monarch and PVF Capital Corp here. I didn’t write-up First Mariner at the time. My position was too small. Though not for lack of trying. The bank is difficult to purchase, extremely thinly traded, and there are no reasonable bids or asks to speak of. Maybe its because I have a Canadian brokerage account, but the over the counter market in the US is basically opaque to me. Every day that I look at First Mariner the bid is 20 cents and the ask is 75 cents. Yet if I throw a bid out there at some amount in between every once in a while it gets filled. Even more oddly, other times it doesn’t though shares trades at a higher price.
Well those are my thoughts on the OTC market, but by having a bid on the table for the past couple months I have been able to pick up a few shares between 55 and 65 cents. My average cost is 58 cents.
While Monarch and PVF Capital are more conventional stories, with both being a “recent growth in the mortgage banking business is not reflected in the stock price” ideas, First Mariner is more complicated, more risky, and much more fun to figure out.
Just as an aside, I am keeping this post to the facts that seem relevant to the company’s survival going forward, but there is so much more interesting information available if you start going through their history. If you are interested, I would start by reviewing the archives of both First Mariner and their former CEO Edwin Hale at the Baltimore Sun and on the Baltimore Business Journal. And google those names. Its good stuff.
The pre and post mortgage banking versions of First Mariner
First Mariner is a Baltimore based bank that has historically had a strong mortgage lending presence, but that got itself into trouble when it began to relax lending standards along with most everyone else. According the Baltimore Sun
First Mariner has lost about $120 million over the past four years, racking up 18 straight quarters in the red. Toxic mortgages, falling real estate values, commercial loans gone bad and a rough economy all contributed.
First Mariner’s troubles started when a Northern Virginia division got into “liar loans” — mortgages requiring little or no documentation of borrowers’ finances — that it then sold to the Bear Stearns Cos.
Borrowers defaulted. Bear Stearns sent the loans back to First Mariner under a buyer’s remorse clause. Those mortgages ultimately cost the bank about $60 million, Hale said, and more losses piled up as the recession hit.
The stock traded to as low as 5 cents at the end of 2011. It used to be a $6-$7 stock pre-2008 after adjusting for dilution since that time.
Before this year, the prospects of the bank looked dim. It was losing money, had a negative book value, there seemingly was no way out of the downward spiral.
And then the company started to get back into the mortgage business.
Well, to be clear, the company had actually never gotten out of the mortgage banking business, but it wasn’t until this year that they made the concerted effort to grow the business to a size that was a material impact to earnings. This article was from the Balitmore Business Journal in March:
First Mariner Bank’s mortgage-lending unit, First Mariner Mortgage, expects to hire about 50 people this year as it expands in the Washington, D.C., and Baltimore areas, said Ned Perry, First Mariner Mortgage’s president. Perry said he is looking for experienced mortgage loan officers with at least two years experience. They are paid on commission, with an average income of between $75,000 and $100,000.
Below is a chart of bank earnings and mortgage banking income over the past couple of years. You can see the growth in mortgage banking income and how that has driven earnings from losses in 2011 to rather impressive profits in 2012.
The carrot here is that those earnings have become large in relation to the banks capitalization. Earnings per share in the 3rd quarter alone were about 2/3 of the current share price.
First Mariners Fiscal Cliff
The problem at First Mariner is the debt at the holding company.
First Mariner Bancorp is a bank holding company. It wholly owns its banking subsidiary, First Mariner Bank, but they are not the same company. While this distinction exists for most banks, it is usually irrelevant because the only asset of the holding company is the banking subsidiary. For First Mariner, it is an important distinction because along with the holding company banking asset come some other holding company liabilities.
In particular, the holding company has debt in the form of Trust Preferred Securities (TruPS). The holding company used this debt in the past to help the growth of the banking subsidiary. The idea was that the banking subsidiary would grow and pay dividends to the holding company, and those dividends would more than pay for the TruPS.
Of course it didn’t turn out that way and the holding company has been left with the following debts:
So now the holding company is stuck with $50 million of TruPS debt. The debt itself is not due for a long time, until 2032 at the earliest. But they still has to pay interest on that debt. And they haven’t had the cash to do that.
At the end of 2008 the company suspended dividends on the TruPS. Under a clause in the securities, they could get away with doing this for 20 quarters, but after that time the holders of the TruPS had recourse to send the holding company into bankruptcy. The grace period ends at the end of 2013.
The company is going to have to begin to pay back the accrued dividends at the end of 2013. Since the TruPS are held by the holding company, it is the holding company that is going to have to make the payments. Payments on dividends accrued by the end of 2013 will be around $10 million, and future dividends that will need to be paid on a going forward basis appear to be about $1.6 million per year.
Now one thing that isn’t clear to me about this, and it is something I plan to find out, is whether the company has to pay back all accrued dividends at the end of 2013, or whether it only has to begin paying back its accrued dividends on that date. The distinction is worth noting. The language of the 10-K is as follows:
This deferral is permitted by the terms of the debentures and does not constitute an event of default thereunder. Interest on the debentures and dividends on the related Trust Preferred Securities continue to accrue and will have to be paid in full prior to the expiration of the deferral period. The total deferral period may not exceed 20 consecutive quarters and expires with the last quarter of 2013.
When I first read this, I took it that in 2013 the company would have to pay dividends on the first deferral, but other later deferrals would not come due until their 20 quarter period had expired. But based on the correspondence I’ve had with some others, and after re-reading the clause a number of times, I’m not so sure I’m right about that. I now think that its likely that First Mariner has to pay back all dividends, or the full $10 million, at the end of 2013. That is going to be the assumption I make going forward until I am told otherwise.
The off-white knight
In 2010 a hedge fund named Priam Capital gave the company a way out, albeit with significant dilution to existing shareholders. Priam and First Mariner defined an agreement whereby Priam would invest approximately $36.4 million in First Mariner. But the agreement was subject to First Mariner raising another $123.6 million from other investors. Priam was going to pay 50 cents per share for their stake. Presumably the shares offered would also be around this level, with the result being massive dilution to the existing shareholders (there are 18 million shares outstanding right now).
The agreement had an original deadline of April 2011. This deadline was amended to November 2011, and when no capital raise was concluded by that date, the agreement seemed to sit in limbo for the last year, neither on nor officially off the table.
On Friday First Mariner announced that they had terminated the agreement with Priam. Mark Kiedel, the CEO, said the following in the press release:
“Circumstances of the bank have changed considerably since we entered into the agreement over a year and a half ago, and the Board of Directors believed it was in the best interest of the Company to withdraw from the agreement at this time.”
“Over the last nine months, 1st Mariner has steadily improved its capital position with positive earnings. While our capital ratios remain below the levels required by regulatory orders, we are making progress and will continue to work diligently to increase capital to levels required by regulatory agreements.”
I would say this is a pretty positive development, as it suggests (at least tentatively) that management does not feel the need to raise at least this level of capital. But we’ll see…
How is this likely to play out
In order to draw some conclusions about how things play out for First Mariner, I think that it is helpful to start by estimating the capital that will likely be available at the bank subsidiary at the end of 2013, when the company will have to make payments on the accrued dividends of the TruPS. I’ve done that below:
The company has added around $5 million to tangible book over the last two quarters, or since its mortgage banking business has really began to ramp up.
It seems reasonable that the company could continue this trend for the next 5 quarters, adding around $25 million to capital by the end of 2013.
Tier 1 Capital, which is the metric the regulators use to evaluate the balance sheet health of the company, is, according to the 10-K, “common stockholders’ equity less certain intangible assets plus a portion of the Trust Preferred Securities”. The 10-K also states that none of the TruPS currently qualify for Tier 1 equity, so they can be excluded from the calculation. With no intangible assets on the balance sheet that I can see, this leaves common stockholder equity as the only source of capital.
Using this as my starting point, I estimated current Tier 1 capital at the banking subsidiary of a little less than $40 million, and risk weighted assets at $687 million (I backed-out risk weighted assets from the existing Tier I Capital ratio of 5.8%). Looking ahead to the end of 2013 results in the following:
So at the end of 2013 the company will have Tier 1 capital of 9.4%. This compares to the current order they are under from the FDIC and the Maryland Commissioner of Financial Regulation to get their Tier 1 capital ratio up to 7.5%. Comparing it to some other banks, it still remains very much on the low side. In particular, PremierWest, which considered itself still undercapitalized, has a ratio of 11.4%. The ratio at Community Bankers Trust is 15.6%. Atlantic Coast Financial, another bank I have been looking at that is also considered to be short of capital, is 9.4%.
The conclusion here is that I don’t think we should expect the regulator to allow significant dividends to be paid from the banking subsidiary to the holding the company. Getting $10 million out of the bank seems unlikely. If the TruPS accrued interest needs to be paid off in full at the end of 2013, the cash is going to come from somewhere else.
What other solutions are there
This is where it gets tricky, and why this situation is so speculative. What we really have to do now is wait and see is what the company does about the TruPS. At this point, I am going to leave it open in the comments to work out scenarios that could play out. There are a few basic directions that I could see it go:
- Equity is raised at a reasonable level
- Equity is raised an extremely dilutive level
- A deal is struck with TruPS holders to pay back accrued interest and potentially the TruPS themselves over a longer time period
- A deal is struck with TruPS holders to convert the securities to equity, either at a reasonable or extremely dilutive level
I’m honestly not sure which one trumps. A lot of it is up to management and whether they want to work hard for shareholders or not. It has been pointed out to me that the current management does not have a large stake in the company, which may bode ill for such a resolution.
Nevertheless, if the company decides to raise equity on the cheap, its still difficult to see how it would be too negative for existing shareholders. If, for example, the company issued shares to cover $60 million at 50 cents per share, a lot of the upside would be taken out of the stock. You’d be left with 140 million shares and a bank earning maybe $35 million per year (assuming that Q3 earnings are sustainable going forward). But that would still put earnings per share at around $0.20 or $0.25 per share. What’s the bank stock worth in this scenario? Probably still more than 60 cents.
Therefore I think its worth holding on to a few shares and watching how this plays out. That’s what I plan to do.
Enjoy following and reading your blog! I think 2 banks you might find interesting are Homestreet (HMST) and Flagstar Bancorp (FBC)
Thanks for the ideas, I will take a look
What I want to see at this point is who owns the TruPS shares and that should make clear some of the incentives.
I think management’s ownership of common shares is minimal, and many of those incentive shares are deeply underwater with exercise prices above $10/share. What would help us a lot here would be if the board reset the incentive shares to current stock prices. The problem here is I think some of the board own TruPS shares. They may have a conflict of interest versus the common shareholder.
I found a story where the founder Hale had given up $20M of debt in exchange for $2M shares? That strikes me as a crazy deal for Hale, very pro shareholder and very anti-Hale-as-investor. The only thing I can think is that this bank was his baby, and he was willing to go to extraordinary lengths to keep it alive. I definitely would want to understand that transaction better. I might be missing something. I think Hale must still own a lot of TruPS shares in addition to 1.9M of common.
I think you do a very nice job of summarizing the risks.
When you forecast the Tier 1 Capital to arrive at 9.4% are you also including some likely RWA formation over the same period? Think that would put further pressure on any distribution possibilities up to the holdco
Maybe another possibility for the TRUPs would be an early redemption at some type of negotiated discount if insiders / legacy management are the primary holders?
Great write up
No I just kept it really simple and assumed constant RWA. I mean, the intent of the calc was to answer the question – can they get a dividend out of the bank? The answer was pretty clearly no, so I didn’t pursue it any further.
Excellent analysis. An additional likely outcome will be the acquisition of the bank by another institution. The portfolio ratios have clearly improved, and the branch network is attractive. There are a number of larger banks that would like that network. The trust preferred could be taken out at a discount. Another few quarters of cleaning up the balance sheet, an adding to the book value and i won’t be surprised to see a deal.