1. 1 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Commercial and Industrial Lending: Pitfalls and Risk Mitigants Kevin Cragholm, Senior Analyst Dante Tosetti, Credit Risk Examination Specialist Randy Santos, Senior Analyst Adrienne Thompson, Examining Manager Tim Marder, Examining Manager (Facilitator) Call the Fed Webinar - September 13, 2012

2. 2 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Portfolio Shifts to C&I Loans

3. 3 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco.

4. 4 1 Market Dynamics 2 Personnel Considerations 3 Administration & Monitoring 4 Remediation Framework

5. 5 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. How attractive is your C&I market? Competitive Landscape Are borrowers C&I needs underserved? Borrower Circumstances How sensitive are borrowers to price? Pricing Can you create (cross-sell) customers? Comparative advantages How well is your C&I strategy working? Success Benchmarks

6. 6 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Personnel Considerations Staff Assessment Resource Allocation Costs Skills Competencies Duration Training Recruiting Monetary Opportunity Transition

7. 7 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Risk analysis Loan structuring Documentation Collateral perfection Approval Pre-disbursement Covenant compliance Risk monitoring Collateral verification Loan review/audit Reporting Post-disbursement

8. 8 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco.Intervene You want effective intervention to protect interests and minimize loss Communicate You want open, accurate communication with key decision-makers Detect You want a robust capacity to detect problems early

9. 9 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting

10. 10 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting Financial Analysis Isnt Enough to Bank on Financial Analysis: What is the number and is it good enough? Credit Analysis: Why is the number what it is? ABA Banking Journal July 27, 2012 By Jeff Judy www.JeffJudy.com Is it a duck or a rabbit?

11. 11 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting Financial Analysis Loan DSCR = 1.50x. And Credit Analysis Does loan amortization match the purpose? Is a rate shock needed? Will future capex become an issue? Is subordinated debt included? Young lady or old maid?

12. 12 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting

13. 13 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting QUESTIONS ABOUT EBITDA Earnings Are earnings seasonal like 70% of all businesses? What is other income and will it be recurring? If expenses have declined (amounts or margins), why? Interest Are historical interest expenses similar to the historical debt structure. If not, why not? Taxes Dont add-back taxes. Use EBIDA. Depreciation & Amortization What are the economic lives of the assets? Question: Which line is the longest? Answer: They are all the same length.

14. 14 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting There are sources of repayment within the balance sheet. UCA incorporates the balance sheet. Therefore… Use UCA

15. 15 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Watch the Add Backs

16. 16 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Perspectives of C&I Underwriting Financial Analysis versus Credit Analysis. Use UCA. Watch the add-backs. Is it a vase or two faces?

17. 17 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Collateral Inspection Purpose The field audit should be approached with the idea of providing the lender with nonbiased, factual information about custody, type, quantity, and valuation of the collateral to make sound credit decisions.

18. 18 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Collateral Inspection Staging New Relationship: o Qualifying prospective borrower Existing Relationship: o Assessing ongoing performance Exiting Relationship: o Determining work-out strategy

19. 19 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Categories Profitable and Stable – Working Capital Relationships with Cash Flow Problems Asset Based Lending Candidates

20. 20 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Relationships with Cash Flow Problems Uncertain or unpredictable cash flow Inability to make agreed upon loan payments and past due trade creditor payments Highly leveraged Unsustainable growth Diminishing sales without appropriate declines in costs Limited secondary sources of repayment Asset Based Lending Candidates (Continued)

21. 21 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Background Books & records Key statistics o Turnover o Dilution o Past due o Concentrations Borrowing base calculation Inventory stages and locations Shipping / performance test AR activity review Cash application test Verifications Accounts payable Payroll taxes Collateral Audit Scope

22. 22 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. What to Look for in an Outsourced Report Differences between auditors calculated values and those on the borrowing base certificates submitted by the borrower. The borrower should assist with the preparation of books and records. The auditors function is to verify, not create, the information. The worst field audits generate more questions than answers. Major issues should always be brought to the attention of the borrower during the field examination. If the major issue cannot be resolved on-site, it should be communicated to the lender. This gives the lender the ability to terminate the transaction and avoid embarrassment as well as incurring additional time and expense of a dead deal. Completion time varies significantly based on the quality of the records, collateral, the number of locations and companies involved. Nevertheless, a long delay can be indicative of record keeping concerns with the borrower.

23. 23 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. What to Look for in a Collateral Auditor The firms field auditors should all have solid accounting and audit backgrounds, coupled with asset-based field exam experience in a multitude of industries. Resumes are a good source for this information. Firm should be able to cite the number of collateral audits they have performed by industry. Due diligence field audits should be the firms prominent source of business, not a supplement to its core business or used as filler work. The firm must have staff at all levels with the proper interpersonal skills needed to work effectively with the borrower. The firm should be viewed as an extension of your own bank/department. Solid references with sample audits and workpapers.

24. 24 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Collateral Auditor Search Commercial Finance Association The Secured Lender The RMA Journal CPA Bankers Appraisers

25. 25 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Credit Administration Highlights C&I loans often have unique characteristics which require specialized monitoring of financial performance, compliance with loan and financial covenants, and processes to address findings from collateral audits or inspections. Processing borrowing-base certificates and eligible collateral can be labor intensive, and may require specialized skills to ensure sound credit administration practices.

26. 26 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Ensure that all advance rates, sub-limits, financial covenants and financial statements are accurately captured for on-going monitoring. Advance rates: o Triggers: assuming advance rates are industry and borrower appropriate at origination, under what circumstances could they be decreased or increased (change in dilution, for example) o Changes to advance rates: who is authorized to approve, who monitors changes, and is there reporting of changes. o Pitfalls: Loans or portfolios can take on additional risks and loans may become more difficult (or impossible) to exit; management may be unaware of increasing risk unless MIS is sufficient.

27. 27 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Sub-limits: o A/R and Inventory Structure: Ideally, A/R secures a larger portion of total availability and loan amount, both through advance rates and dollar sub- limits. (examples: advance rates of 80% for A/R, 40% of inventory; plus a hard dollar or percentage limit on the amount of eligible inventory) o Changes in sub-limits: Identifying who is authorized to make or approve changes, or temporary over-advances. o Systems capability: Systems may not be able to track sub-limits, and compliance can be tracked only through the borrowing base. Manual reporting or adjustments may be required. o Pitfalls: Inadvertent overreliance on aging or obsolete inventory.

28. 28 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Covenants ( operating, financial or negative ): o Tracking: In accordance with loan documents, and in conjunction with receipt of financial statements, may be tracked on a quarterly basis. o Need a defined process to ensure that all covenants are initially identified and tracked in a timely manner. o Ensure compliance with any unique definitions or formulas as defined. o May require a manual or custom form for tracking or documenting review. o Tracking process should include periodic certification from the borrower that they are in compliance with all covenants. o Monitoring: Who monitors and ensures that internal covenant analysis is current (tickler), that violations are cured within set time limits and non- compliance appropriately escalated. o Waiver of covenants: If not enforcing or waiving a covenant, ensure rights to enforce covenants are preserved (including written notification to borrower)

29. 29 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. The borrowing base needs to accurately reflect the loan terms: Accounts Receivable: o Eligibility: Reconciles sales, credit memos, and payments/receipts, and deducts ineligibles before applying advance rates. Common ineligibles: o Delinquencies, as defined in loan documentation o Contra-accounts/offsets o Foreign accounts/government receivables o Support: Define what you need to support each borrowing base; monthly receivables output can be time consuming to process. o Pitfalls: o Delinquencies: ensure that loan terms specify due date or invoice date eligibility, and that reporting from borrower matches o Borrower Account List: Needs to be kept current; critical in a default. o Reconciliation : Balance Sheet and Borrowing Base.

30. 30 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Inventory: o Sub-limits: common o Define: Raw material, work-in-process vs. finished goods o Ineligibles: Work-in-process (WIP) Raw material (or minimal advance rate) Obsolescence (reserves) Over-advances : o Who approves and how are they reported to senior management. o Policies and procedures need to define limits and approval authority.

31. 31 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Comments on administration of collateral audits, periodic valuations, access to legal counsel and fraud. Administration of collateral audits : o Policy/procedures: Define process and time frame for review and corrective action by loan or relationship manager (how are the information and exceptions handled and by whom.) o Pitfalls: Failure to address identified deficiencies in a timely manner (expiration of key man insurance, failure to pay taxes, other insurance, additional debt, etc.) Collateral valuations ( Orderly liquidation vs. forced liquidation values): o Policy should define how often and under what circumstances o Appraiser with relevant industry experience

32. 32 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Legal counsel: o May require specialized legal counsel with expertise in UCC laws, providing guidance in securing assets and potentially work with lenders in Debtor-in- Possession financing. o My experience: need more readily available access to counsel for ABL issues than I did with CRE. Processes may not be as well defined as CRE foreclosures, for example. o Most community banks do not have in-house counsel, which may slow processes if problems arise.

33. 33 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Fraud – beginning of a relationship and as borrower deteriorates o Ensure financial statements and collateral are adequately validated at beginning of relationship. o Accounts Receivable: May quickly evaporate if borrower picks up checks directly from customers as lender tries to notify customers and collect receivables (diverting funds). o Reporting non-existent receivables by creating false invoices o Re-aging uncollected debts to increase eligibility o Inventory: Overvaluing or double counting stock (Empty box experiences, equipment disappearing, risk from routine or predictable collateral inspections) o ln contrast, land doesnt move.

34. 34 The opinions expressed in this presentation are intended for informational purposes, and are not formal opinions of, nor binding on, the Federal Reserve Bank of San Francisco. Contact the Speakers Kevin Cragholm, Senior Analyst kevin.cragholm@sf.frb.org Dante Tosetti, Credit Risk Examination Specialist dante.tosetti@sf.frb.org Randy Santos, Senior Analyst randy.santos@sf.frb.org Adrienne Thompson, Examining Manager adrienne.thompson@sf.frb.org Tim Marder, Examining Manager tim.marder@sf.frb.org