On September 25, 2009, the Georgia Department of Banking and Finance (DBF) closed Georgian Bank (Georgian), Atlanta, Georgia, and named the FDIC as receiver. On October 9, 2009, the FDIC notified the OIG that Georgianís total assets at closing were $2.1 billion and the estimated material loss to the Deposit Insurance Fund (DIF) was $807.7 million. As of April 1, 2010, the estimated loss to the DIF had decreased to $798.4 million. As required by section 38(k) of the Federal Deposit Insurance (FDI) Act, the OIG conducted a material loss review.
The audit objectives were to (1) determine the causes of Georgianís failure and the resulting material loss to the DIF and (2) evaluate the FDICís supervision of Georgian, including implementation of the Prompt Corrective Action (PCA) provisions of section 38.
Georgian was headquartered in Atlanta, Georgia and chartered as a state nonmember bank in November 2001. Georgian was wholly-owned by Georgian Bancorporation, Inc. (Bancorp), a single-bank holding company. In addition to its main office, the bank operated four branch offices. In mid-2003, Georgian notified the FDIC and the DBF of its plan to raise additional capital and change its business focus. Growth was supported by Bancorp capital injections of $49 million, $31.9 million, and $36.7 million in 2003, 2005, and 2006, respectively.
Causes of Failure and Material Loss
Georgian failed because its Board and management, led by a senior bank official, pursued an aggressive growth strategy focused on acquisition, development, and construction (ADC) lending that coincided with declining economic conditions in the Atlanta metropolitan area. Although the growth strategy was initially successful, the resulting increasing level of concentrations and corresponding lack of diversification in the loan portfolio left the bank vulnerable to the significant downturn in the Atlanta metropolitan residential real estate market. Concurrently, Georgianís loan underwriting and administration practices became increasingly lax and its financial condition began to decline. Georgianís reliance on brokered deposits to fund its growth and its relationship with a single large depositor also factored significantly in the bankís failure. By 2009, the bankís assets were critically deficient, earnings were poor, capital was weak, and prospects for raising additional capital were unfavorable. As its capital eroded, Georgianís largest depositor signaled its intent to withdraw its deposits, which severely strained the bankís liquidity position and ultimately led to its closure.
The FDICís Supervision of Georgia
The FDIC and the DBF conducted timely and regular examinations of Georgian and monitored its condition through the use of offsite monitoring mechanisms. Examiners consistently identified and reported on Georgianís ADC concentrations and reliance on non-core funding. However, the bankís asset quality, liquidity, and overall financial condition were considered satisfactory until the 2008 examination.
In 2008, asset quality was showing signs of deterioration due to the severe economic downturn, and offsite analysis prompted an FDIC visitation in November 2008.
In hindsight, more supervisory emphasis on Georgianís risk management practices prior to the visitation in November 2008 would have been prudent. Doing so might have been beneficial in raising bank managementís awareness of the broad supervisory expectations with regard to managing risk associated with commercial real estate (CRE) and ADC concentrations, which ultimately Georgian failed to meet. Further, examiners could have recognized earlier and emphasized Georgianís lack of a viable contingency funding plan, in light of the bankís reliance on non-core funding and a single large depositor. Once problems were identified, the FDIC and the DBF pursued supervisory actions. However, by the time those actions became effective, the financial condition of the bank had become critically deficient.
With respect to PCA, based on the supervisory actions taken, the FDIC properly implemented applicable PCA provisions of section 38 in a timely manner. Georgian was unsuccessful in raising needed capital and the bank was subsequently closed on September 25, 2009.
After we issued our draft report, management provided additional information for our consideration, and we revised our report to reflect this information, as appropriate. On April 7, 2010, the Director, Division of Supervision and Consumer Protection (DSC), provided a written response to the draft report. DSC reiterated the OIGís conclusions regarding the causes of Georgianís failure. With regard to our assessment of the FDICís supervision of Georgian, DSCís response stated that examiners consistently noted Georgianís ADC concentrations and reliance on non-core funding and made numerous recommendations to improve risk management practices and procedures to identify and report concentrations to the Board. In response to the FDICís November 2008 visitation, which revealed significant deterioration in Georgianís overall condition, the Board adopted a resolution agreeing to address identified weaknesses. However, Georgianís management and Board were unable to sufficiently address its problems, and the FDIC and the DBF took action through a formal enforcement order. DSCís response acknowledged, as discussed in our report, that greater emphasis on the correction of Georgianís risk management practices prior to the November 2008 visitation could have influenced its Board and reduced resulting losses. Further, DSCís response identified updated guidance it has issued, also discussed in our report, to enhance supervision of institutions, such as Georgian, with concentrations in CRE/ADC lending and reliance on volatile non-core funding.
As required by section 38(k) of the Federal Deposit Insurance (FDI) Act, the Office of Inspector General (OIG) conducted a material loss1 review of the failure of Georgian Bank (Georgian), Atlanta, Georgia. The Georgia Department of Banking and Finance (DBF) closed the institution on September 25, 2009, and named the FDIC as receiver. On October 9, 2009, the FDIC notified the OIG that Georgianís total assets at closing were approximately $2.1 billion and that the estimated loss to the Deposit Insurance Fund (DIF) was $807.7 million. As of April 1, 2010, the estimated loss to the DIF had decreased to $798.4 million.
When the DIF incurs a material loss with respect to an insured depository institution for which the FDIC is appointed receiver, the FDI Act states that the Inspector General of the appropriate federal banking agency shall make a written report to that agency. The report is to consist of a review of the agencyís supervision of the institution, including the agencyís implementation of FDI Act section 38, Prompt Corrective Action (PCA); a determination as to why the institutionís problems resulted in a material loss to the DIF; and recommendations to prevent future losses.
The objectives of this material loss review were to (1) determine the causes of Georgianís failure and the resulting material loss to the DIF and (2) evaluate the FDICís supervision2 of Georgian, including the FDICís implementation of the PCA provisions of section 38 of the FDI Act. This report presents our analysis of Georgianís failure and the FDICís efforts to ensure that the Board of Directors (Board) and management operated the institution in a safe and sound manner. The report does not contain formal recommendations. Instead, as major causes, trends, and common characteristics of institution failures are identified in our material loss
reviews, we will communicate those to FDIC management for its consideration. As resources allow, we may also conduct more in-depth reviews of specific aspects of the FDICís supervision program and make recommendations as warranted. Appendix 1 contains details on our objectives, scope, and methodology. Appendix 2 contains a glossary of terms and Appendix 3 contains a list of acronyms. Appendix 4 contains the Corporationís comments on this report.
Georgian was headquartered in Atlanta, Georgia and chartered as a state nonmember bank in November 2001.3 Georgian was wholly-owned by Georgian Bancorporation, Inc. (Bancorp), a single-bank holding company. In addition to its main office, the bank operated four branch offices. In mid-2003, Georgian notified the FDIC and the DBF of its plan to raise additional capital and change its business focus. Growth was supported by Bancorp capital injections of $49 million, $31.9 million, and $36.7 million in 2003, 2005, and 2006, respectively. Table 1 provides details on Georgianís financial condition as of June 30, 2009 and for the 5 preceding calendar years.
Table 1: Financial Information for Georgian, 2004 to 2009
Causes of Failure and Material Loss
Georgian failed because its Board and management, led by a senior bank official, pursued an aggressive growth strategy focused on acquisition, development, and construction (ADC) lending that coincided with declining economic conditions in the Atlanta metropolitan area. Although the growth strategy was initially successful, the resulting increasing level of concentrations and corresponding lack of diversification in the loan portfolio left the bank vulnerable to the significant downturn in the Atlanta metropolitan residential real estate market. Concurrently, Georgianís loan underwriting and administration practices became increasingly lax and its financial condition began to decline. Georgianís reliance on brokered deposits to fund its growth and its relationship
with a single large depositor also factored significantly in the bankís failure. By 2009, the bankís assets were critically deficient, earnings were poor, capital was weak, and prospects for raising additional capital were unfavorable. As its capital eroded, Georgianís largest depositor signaled its intent to withdraw its deposits, which severely strained the bankís liquidity position and ultimately led to its closure.
Aggressive Growth Strategy
Pursuant to the FDICís order approving deposit insurance, during its de novo period, Georgian was required to notify the FDIC and the DBF of any proposed material change to its business plan 60 days before implementing the change. On July 28, 2003, Georgian submitted a proposed change in its business plan that represented a shift from the bankís original focus on providing community banking services in its local market area to serving the middle market business and investment community in a broader geographic area. According to financial projections, Georgian planned to focus on real estate lending, primarily ADC and commercial real estate (CRE). Further, the bankís revised business plan reflected an aggressive growth strategy, with assets increasing from $71 million to $1.4 billion in 5 years. As discussed later in this report, the FDIC and the DBF approved this change. The bankís assets grew from $249 million at year-end 2003 to $2.2 billion at year-end 2008, exceeding Georgianís initial business projections. Figure 1 illustrates Georgianís asset growth between 2003 and 2008.
The bank added several new directors and officers to its management team in 2003 to guide its expansion and implement its new strategic direction. The change in strategic direction was predominately led by one senior banking official, a veteran banker in Atlanta who joined Georgian in 2003. According to examiners, this official dominated decision-making and had a strong influence over other board members and bank employees. For example, in conjunction with the 2005 examination, a director expressed concerns that this individual did not allow the Board to openly discuss bank business at the Board meetings. Additionally, this director asserted that issues were not allowed proper debate during the meetings and the Board was not given sufficient time or information for deliberation. In response to those allegations, examiners reviewed Board minutes and concluded that the Board discussion did not appear to be dominated by this individual. Nonetheless, examiners also noted that this individual ran all aspects of the bank and that management often mentioned this individual as the reason why things were done a certain way. Notwithstanding these observations, examiners indicated in the 2007 examination report that Board and management oversight was strong and that this official was supported by a capable management team. However, the 2009 examination report noted that this individual was slow to recognize the severity of the economic downturn and address the significant problems facing the bank. On July 1, 2009, the bank notified the FDIC that this official had been replaced.
Georgianís growth strategy resulted in concentrations in higher-risk ADC loans as well as substantial lending to individual borrowers tied to the real estate construction industry.
ADC loans comprised at least 48 percent of the bankís average gross loans between 2003 and 2008. Further, as illustrated in Figure 2, the percentage of Georgianís ADC loans to average gross loans was consistently and significantly above the average for its peer group.4
Federal banking regulatory agencies issued guidance in December 2006, entitled, Commercial Real Estate Lending, Sound Risk Management Practices (Joint Guidance), to reinforce existing regulations and guidelines for real estate lending and safety and soundness.5 The Joint Guidance focuses on those CRE loans for which cash flow from the real estate is the primary source of repayment (i.e., ADC lending). The Joint Guidance states that the agencies had observed an increasing trend in the number of institutions with concentrations in CRE loans and notes that rising CRE concentrations could expose institutions to unanticipated earnings and capital volatility in the event of adverse changes in the general CRE market. Indeed, as noted in Georgianís 2009 examination report, the bankís risk profile increased significantly as the economy declined and residential construction suffered a severe downturn.
The Joint Guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to pursue CRE lending in a safe and sound manner. Specifically, it states that an institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk: (1) total ADC loans that represent 100 percent or more of the institutionís total capital; or (2) total CRE loans that represent 300 percent or more of an institutionís total capital, where the outstanding balance of the institutionís CRE loan portfolio has increased by 50 percent or more during the prior 36 months. Table 2 summarizes Georgianís ADC concentrations in comparison to its peer group.
According to the 2008 examination report, management recognized the need to diversify its loan portfolio sometime in 2006 and began promoting the bankís then-current commercial and industrial products. Although this effort reduced its ADC portfolio, the bankís concentration levels remained high.
Individual Borrower Lending
In addition to its ADC concentration, examination reports for Georgian between 2004 and 2009 identified concentrations of 25 percent or more of Tier 1 Capital to individual borrowers. Most of these individual relationships were heavily tied to the real estate construction industry and depended on the sale of homes and/or lots as the primary source of repayment. Consequently, as the real estate market declined, the guarantorís liquidity to service the debt became doubtful because the primary source of repayment was significantly diminished. The 2009 examination report identified five such individual borrower concentrations and, as discussed later in this report, these borrower relationships were cited to be in apparent violation of the Georgia state legal lending limit. Under the banking provisions of the Official Code of Georgia, these loans, previously considered independent, were required to be combined for lending limit purposes based on the determination by examiners that the five borrowers involved could provide no evidence of a separate source of repayment and lacked the ability to service the obligation from the operations of the separate companies. The change in status for legal lending purposes was primarily driven by the deterioration in economic conditions. Additionally, the 2009 examination report noted that 16 borrowers represented 34 percent of total loans, or 347 percent of Tier 1 Capital. Most, if not all, of those relationships were in the residential construction industry and 10 of the relationships were classified as substandard.
Risk Management Practices
An institutionís Board is responsible for establishing appropriate risk limits, monitoring exposure, and evaluating the effectiveness of the institutionís efforts to manage and control risk. The Joint Guidance reiterates that concentrations in CRE lending, coupled with weak loan underwriting and depressed CRE markets, contributed to significant credit losses in the past.
According to the Joint Guidance:
In addition, FIL-22-2008, Managing Commercial Real Estate Concentrations in a Challenging Environment, issued March 17, 2008, provides key risk management processes for institutions with CRE concentrations, including maintaining prudent, time-tested lending policies with a strong credit review and risk rating system to identify deteriorating credit trends early and maintaining updated financial and analytical information for borrowers. For example, institutions should emphasize global financial analysis of obligors, which involves analyzing borrowersí complete financial resources and obligations. The guidance further states that inappropriately adding extra interest reserves on loans where the underlying real estate project is not performing as expected can erode collateral protection and mask loans that would otherwise be reported as delinquent.
Georgianís management and Board did not establish effective risk management practices sufficient to limit the bankís exposure to ADC concentrations, allowing the growth of the bank without implementing appropriate risk limits and requiring satisfactory monitoring.
Loan Underwriting and Credit Administration
In 2008, examiners noted various loan administration and credit underwriting issues and indicated that Georgianís management needed to:
Further, in the February 2009 examination, examiners outlined a number of loan underwriting and credit administration concerns, including:
Examiners also stated that management had not consistently applied guidelines and recommendations made in the Joint Guidance. For example, management did not develop an adequate action plan to reduce problem assets. Instead, management placed a large volume of loans on a deferred payment structure (principal and interest at maturity), which overstated interest income and understated past-due loans. In many cases, matured ADC loans were renewed to 1-year, single payment loans in the hope that the residential real estate market and the economy in general would recover in the coming year. The bank renewed many of these loans in 2008 without formally evaluating the change in market conditions, as required under FDIC Rules and Regulations, Part 323, Real Estate Appraisals. Further, management did not have an adequate exit strategy in place to combat a significant downturn in the real estate construction industry.
Allowance for Loan and Lease Losses
On December 13, 2006, the federal financial institutions regulatory agencies issued an Interagency Policy Statement on the Allowance for Loan and Lease Losses (ALLL Policy Statement) that reiterated key concepts and requirements related to generally accepted accounting principles (GAAP)6 and existing supervisory guidance. Specifically, the ALLL Policy Statement describes the nature and purpose of the ALLL; the responsibilities of boards of directors, management, and examiners; factors to be considered in the estimation of the ALLL; and the objectives and elements of an effective loan review system, including a sound credit grading system. The ALLL Policy Statement notes that determining the appropriate level for the ALLL is inevitably imprecise and requires a high degree of management judgment. An institution's process for determining the ALLL should be based on a comprehensive, well-documented, and consistently applied analysis of its loan portfolio that considers all significant factors that affect collectability. That analysis should include an assessment of changes in economic conditions and collateral values and their direct impact on credit quality. If declining credit quality trends relevant to the types of loans in an institution's portfolio are evident, the ALLL level as a percentage of the portfolio should generally increase, barring unusual charge-off activity.
The February 2009 examination cited Georgian for being in contravention of the ALLL Policy Statement. According to the examination report, management had not fully incorporated requirements of financial accounting standards, as required by the policy statement, into the ALLL methodology and did not maintain supporting documentation to justify the adequacy of the ALLL. Specifically, examiners found that:
Ultimately, based on 2009 examination findings and measuring collateral-dependent loans at fair value, examiners recommended that management charge off almost $23 million as a loss.
Contraventions and Violations of Regulatory Requirements
Georgian was also cited for being in contravention or in violation of regulatory requirementsóan indication of weak risk management practices. Specifically, the 2004, 2005, 2008, and 2009 examination reports noted apparent legal lending violations of Section 7-1-285 of the Official Code of Georgia, which sets limits on loans and obligations an institution may extend to any one person or corporation. In 2004, the bank recognized that a loan to a certain borrower would trigger the legal lending limit and took steps to sell a participation in the loan to another institution. However, the apparent violation was cited because the participation agreement was not executed in a timely manner. The 2005 examination report cited the bank for an apparent violation because the bank extended a loan in excess of the limit and there was no evidence of advanced approval by the Board or a committee authorized to act for the Board as required by Georgia law. The 2008 examination cited the bank for apparent violation related to one borrower who exceeded the unsecured lending limits based on the bankís financial position as of September 30, 2007.
Furthermore, Rule 80-1-5-.01 (13) of Georgiaís Rules and Regulations7 states, in part, that the liabilities of separate persons, corporations, and entities shall be combined for lending limit purposes when there is (1) no evidence of a separate source of repayment, or (2) an apparent lack of ability to service the obligation from the operations of the separate person or corporation without relying on a related source of repayment, or (3) where the separate entities make common use of or are dependent upon funds of the group. As discussed earlier in this report, the 2009 examination cited an apparent violation of this rule because loans that were previously considered independent were combined based on the determination by examiners that the five borrowers involved could provide no evidence of a separate source of repayment and lacked the ability to service the obligation from the operations of the separate companies.
The 2009 examination report also cited Georgian for the following violations:
In addition, the 2009 examination report cited Georgian for being in contravention of the Interagency Policy Statement on the Allowance for Loan and Lease Losses, as discussed in the previous section of this report.
Georgianís reliance on brokered deposits to fund its growth and a relationship with a single large depositor also contributed to the bankís failure.
Non-Core Funding Dependence
Georgian maintained a significant dependence on non-core funding sources, including brokered deposits, to fund its growth. Brokered deposits increased from 5 percent of total deposits on December 31, 2002, to 50 percent of total deposits on December 31, 2008. Table 3 summarizes Georgianís funding sources from 2004 to 2009.
The FDIC Risk Management Manual of Examination Policies states that the non-core funding dependence ratio is a key measure of the degree to which the bank relies on potentially volatile liabilities, such as, but not limited to, certificates of deposit over $100,000 and brokered deposits to fund long-term earning assets. Generally, the lower the ratio, the less risk exposure there is for the bank, whereas higher ratios reflect reliance on funding sources that may not be available in times of financial stress or adverse changes in market conditions. Figure 3 illustrates Georgianís net non-core funding dependence ratio compared to its peer group, from 2004 to 2009.
Relationship with a Large Depositor
Georgian was also reliant on a single large depositor, a privately-held trust company with assets of $60 billion under its administration. According to examiners, the deposit relationship began in 2003 and appears to have been brought to the bank by the senior banking official discussed previously in this report. By 2009, this relationship represented
approximately $212 million in deposits. When the bankís capital levels fell to Adequately Capitalized, the depositor signaled its intent to withdraw its deposits by October 2009 and this resulted in a strained liquidity position for the bank.
The FDICís Supervision of Georgian
The FDIC and the DBF conducted timely and regular examinations of Georgian and monitored its condition through the use of offsite monitoring mechanisms. Examiners consistently identified and reported on Georgianís ADC concentrations and reliance on non-core funding. However, the bankís asset quality, liquidity, and overall financial condition were considered satisfactory until the 2008 examination. In 2008, asset quality was showing signs of deterioration due to the severe economic downturn, and offsite analysis prompted an FDIC visitation in December 2008. In hindsight, more supervisory emphasis on Georgianís risk management practices prior to the visitation in December 2008 would have been prudent. Doing so might have been beneficial in raising bank managementís awareness of the broad supervisory expectations with regard to managing risk associated with CRE and ADC concentrations, which ultimately Georgian failed to meet. Further, examiners could have earlier recognized and emphasized Georgianís lack of a viable contingency funding plan, in light of the bankís reliance on non-core funding and a single large depositor. Once problems were identified, the FDIC and the DBF pursued supervisory actions. However, by the time those actions became effective, the financial condition of the bank had become critically deficient.
In addition to specific supervisory action taken with respect to Georgian, the FDIC either on its own, or jointly with the other federal banking agencies, has issued guidance relevant to the causes of the institutionís failure. For example, guidance was issued in 2008, 2009, and more recently in March 2010, on liquidity management and the use of volatile or special funding sources by financial institutions that are in a weakened condition. Additionally, in 2009, the FDIC issued guidance extending the de novo period in recognition that unseasoned institutions may warrant stronger supervisory attention. Further, the FDIC recently established procedures to better communicate and follow up on risks and deficiencies identified during examinations.
Georgian was examined nine times between 2001 and 2009 and received a composite ď2Ē CAMELS rating8 at the first seven examinations. Our review focused on the FDICís supervision of Georgian between 2004 and its failure in 2009. During that period, the FDIC and the DBF conducted five safety and soundness examinations and the FDIC completed one visitation in 2008. In the 2007 examination, the FDIC used Maximum Efficiency,
Risk-focused, Institution Targeted (MERIT)9 examination procedures. Table 4 summarizes the examination and visitation history for Georgian, from 2004 to 2009.
*Sensitivity to market risk was not reviewed at the visitation but this rating was included in the visitation memorandum.
In addition to the on-site examinations, Georgian was flagged for offsite review once in 2005 and twice in 2008. The second quarter 2008 offsite review, completed in October 2008, noted that although Georgian maintained a significant exposure to ADC lending, its overall performance was showing no signs of deterioration, unlike other institutions with similar exposure. Nonetheless, the FDIC scheduled a targeted visitation during the fourth quarter of 2008 that focused on underwriting practices that were potentially masking loan portfolio problems, liquidity levels, and contingency plans.
Specifically, the November 2008 visitation focused on a review of the bankís 10 largest commercial loans and the accompanying ALLL methodology. A limited review of the bankís capital adequacy, earnings, and liquidity was also conducted. The visitation identified significant deterioration in Georgianís overall performance and, on December 16, 2008, the bankís Board adopted a BBR in response to the visitationís findings. The BBR included provisions that addressed the ALLL, the establishment of a compliance committee, a review of the loan policy, a plan to reduce concentrations of credit, the adoption of a capital plan, a prohibition on additional brokered deposits, the preparation of a strategic business plan, and a review and amendment of the bankís interest rate risk policy.
The February 2009 full-scope joint examination determined that Georgianís overall condition was poor and had deteriorated significantly since the prior regulatory examination and resulted in a composite ď5Ē CAMELS rating. The FDIC and the DBF pursued the implementation of a formal enforcement action, a C&D, to address the issues noted at the examination. The bank stipulated to the C&D on August 24, 2009.
The C&D required the bank to, among other things:
Supervisory Concern Related to Aggressive Growth Strategy
Prior to the end of Georgianís de novo period in November 2004, as discussed earlier in this report, Georgian was required to notify the FDIC and the DBF of any proposed material change to its business plan. Consistent with that requirement, Georgian notified both the FDIC and the DBF, and they approved Georgianís 2003 proposal to raise additional capital and change its business focus. At that time, officials viewed Georgianís plan as reasonable based on the fact that a management team with a proven track record at other institutions with similar strategies would be implementing the plan. Although the FDIC approved the plan, it also recommended closely monitoring the bankís progress in implementing the strategy. In the 2004 examination, examiners compared Georgianís business plan projections to its actual performance. Table 5 provides a summary of key comparisons made as of September 30, 2004.
Subsequent to this comparison, the 2005 examination report did not explicitly comment on the bankís growth strategy, other than to note that holding company capital injections continued to support the bankís asset growth of 70.65 percent for the first 3 quarters of 2005 and also resulted in an increase to the Tier 1 Leverage Capital Ratio. In 2006, examiners noted that the Tier 1 Leverage Capital Ratio declined despite additional capital injections due to continued strong asset growth. The 2007 examination report noted additional capital infusions and also that management expected asset growth to reach $400 million, resulting in total assets of $2 billion. Examiners stated asset quality was strong and viewed management and the Board as capable and providing strong oversight.
In 2009, the FDIC recognized that unseasoned institutions may warrant stronger supervisory attention. Specifically, in FIL-50-2009, the FDIC stated that recent experience had demonstrated that newly-insured institutions posed an elevated risk to the DIF. The FDIC had found that a number of newly-insured institutions, like Georgian, had pursued changes in business plans during the first few years of operation that had led to increased risk and financial problems because accompanying controls and risk management practices were inadequate. Accordingly, to address the heightened risks presented by newly-insured depository institutions, the FDIC extended the supervisory procedures for the de novo period from 3 to 7 years, and now requires the institutions to remain on a 12-month examination cycle and to obtain prior FDIC approval of any material change in an institution's business plan during the de novo period. In Georgianís case, the FDIC and the DBF approved the change in the business plan and kept the bank on a 12-month examination cycle but, going forward, acknowledged they would likely focus more supervisory attention on the growth rate and risk management practices.
Supervisory Concern Related to ADC Concentrations and Risk Management
Examiners consistently identified Georgianís ADC concentrations and made a number of recommendations related to risk management practices between 2004 and 2008. Nevertheless, during that period, examiners generally found risk management processes to be adequate in relation to economic conditions and asset concentrations.
November 2004 and November 2005 Examinations
In November 2004, examiners noted significant increases in ADC concentrations and recommended that limits be established for speculative loans. They also noted individual concentrations and recommended that procedures be improved to identify, monitor, and report the concentrations to the Board. In 2005, examiners again identified concentrations and made recommendations to ensure that the bankís Board (1) reviewed quarterly reports listing the major lines of credit, including individual concentrations and their relationship to Tier 1 Capital and (2) received a summary report outlining the bankís ADC concentration, including a calculation of funded and unfunded concentrations as a percentage of Tier 1 Capital.
January 2007 Examination
The FDIC 2007 examination identified significant concentrations that were deemed to be adequately monitored and controlled. Examiners commented that strong asset quality was indicative of managementís conservative investment and lending philosophies, as well as managementís approach to identifying and servicing problem credits. In addition, examiners noted that the Board had established adequate policies and oversight to provide management satisfactory guidance, but recommended that global cash flow analyses be implemented for borrowers with multiple relationships.
Although the asset quality and management components were each assigned ď1Ē ratings, there were signs of increasing risks in that total loans had increased from $941 million at the 2005 examination, to $1.3 billion at the 2007 examination. In addition, the adversely classified items coverage ratio increased from 2.97 percent at the prior examination, to 6.97 percent at the 2007 examination, and the net non-core funding dependence had increased from 25 percent to 38 percent during that timeframe. Finally, loan penetration10 was reduced from previous examinations because examiners used MERIT procedures. Specifically, loan penetration was 38 percent in 2004, 31 percent in 2005, and 20 percent in 2007. FDIC officials stated that the use of MERIT procedures was not a factor in their classification of Georgianís loan portfolio in 2007. Under MERIT, examiners had the option of expanding the sample had issues been uncovered.
January 2008 Examination
Although the overall condition of Georgian was determined to be satisfactory, the asset quality component rating was deemed less than satisfactory and reduced from a ď1Ē to a ď3Ē, and the management component rating was downgraded to a ď2Ē. However, the DBF examination did not result in either a formal or informal supervisory action. Concentrations were noted, and DBF examiners commented that the exposure had resulted in a decline in asset quality but was mitigated by management's reduction in ADC lending since the last examination. Examiners stated that the decline in asset quality was primarily driven by deterioration in the real estate market, in which the bank had significant exposure through concentrations of credit. Examiners credited management with pursuing a strategy of portfolio diversification and reducing the concentration in ADC lending; however, they also noted that exposure remained at a level that could be problematic if market conditions continued to decline. Other risks identified included a substantial increase in the adversely classified items coverage ratio since the prior examination from 6.97 percent to 50.13 percent. Recommendations were related to improvements to the loan policy and loan administration.
To ensure that examiner follow-up is conducted, the FDIC issued guidance in January 2010 that defines a standard approach for communicating matters requiring bank Board attention (e.g., examiner concerns and recommendations) in examination reports. The guidance states that examination staff should request a response from the institution regarding the action that it will take to mitigate the risks identified during the examination and correct noted deficiencies. This approach provides examiners with another tool to hold the Board and management accountable for improved performance and should also facilitate effective supervisory follow-up. The DBF outlined the recommendations clearly in the examination report and also requested that the Board provide a response to the FDIC and the DBF within 30 days. The process the DBF followed is consistent with the recently issued supervisory guidance.
November 2008 Visitation
Examiners determined that the bankís risk profile had significantly increased due to its material concentration in ADC lending. Adversely classified loans, other real estate owned, and non-accrual loans greater than 90-days past due represented 145 percent of capital and reserves. Several inappropriate loan underwriting practices were also revealed. Examiners recommended that the bankís asset quality rating be downgraded to a ď4Ē and the composite rating downgraded to a ď3Ē. Examiners concluded that management needed to reduce the bank's concentration in ADC lending and increase capital to a level commensurate with the bank's risk profile and, as previously discussed in this report, management adopted a BBR to correct deficiencies noted at the visitation.
February 2009 Examination
Georgianís financial condition was considered unsatisfactory and its composite rating was downgraded to a ď5Ē rating. Further, the examination report noted that a majority of the provisions in the BBR had not yet been implemented. Overall, the FDIC and the DBF deemed
the bankís risk management practices to be unacceptable relative to the institutionís size, complexity, and risk profile.
As discussed previously, Georgian stipulated to a C&D that became effective on August 31, 2009, but the order came too late to have any meaningful impact on the bankís viability. The bank closed on September 25, 2009 due to liquidity concerns. In hindsight, earlier and stronger supervisory action (i.e., prior to the November 2008 visitation) to address Georgianís high-risk profile and risk management weaknesses associated with the ADC concentration may have been prudent. Such action may have persuaded the bankís Board and management to take more timely and meaningful action to address the bankís increasing risk profile.
Supervisory Concern Related to Funding Strategy
Examiners consistently noted Georgianís increasing reliance on potentially volatile funding sources in each of the examination reports we reviewed but generally found the bankís funds management to be satisfactory, except in 2004 and in the final visitation and examination. By that time, the deterioration of asset quality had begun to have an adverse impact on Georgianís overall funds management practices.
Specifically, in 2004, examiners found Georgianís liquidity position to be marginal because of managementís heavy reliance on potentially volatile sources to fund rapid growth, and the liquidity component was rated a ď3Ē as it had been in the prior examination. Examiners requested that management submit monthly financial statements, including liquidity and net non-core funding ratios, to the DBF. In 2005, examiners found the bankís liquidity position had improved and ranked the liquidity component a ď2Ē, indicating satisfactory liquidity levels and funds management practices. Further, this rating indicated that the institution had access to sufficient sources of funds on acceptable terms to meet present and anticipated liquidity needs and modest weaknesses may be evident in funds management practices.
Georgianís liquidity component rating remained a ď2Ē in the 2007 and 2008 examinations, despite a significantly increased reliance on potentially volatile funding sources, because examiners concluded that Georgianís liquidity levels and monitoring practices were satisfactory. For example, the 2008 examination report stated that the bankís liquidity position was adequate, funds management procedures were considered satisfactory, and secondary sources of funds appeared to meet the current needs of the bank. However, by the November 2008 visitation, examiners deemed the bankís liquidity component to be unsatisfactory, and the 2009 examination report indicated that liquidity and funds management practices were deficient. The 2009 examination report noted that Georgianís strained financial condition might reduce the bankís ability to attract funds in the open market on reasonable terms and borrowing lines may be reduced.
Indeed, the poor asset quality identified during the 2009 examination necessitated a loan loss provision that reduced Georgianís capital position to Adequately Capitalized, which resulted in brokered deposit restrictions. Specifically, FDICís Rules and Regulations Part
337, Unsafe and Unsound Banking Practices, which implements section 29 of the FDI Act, state that any Well Capitalized insured depository institution may solicit and accept, renew, or roll over any brokered deposit without restriction. However, Adequately Capitalized institutions must receive a waiver from the FDIC before they can accept, renew, or roll over any brokered deposit. As stated earlier, Georgianís largest deposit relationship was also affected when the bank fell below Well Capitalized.
In August 2008, the FDIC issued guidance, FIL-84-2008 entitled Liquidity Risk Management, that described the FDIC's expectations for insured institutions that have shifted from asset-based liquidity strategies (i.e., maintaining pools of highly liquid and marketable securities to meet unexpected funding needs) to liability-based or off-balance sheet strategies (i.e., funding partly through securitization, brokered/Internet deposits, or borrowings). Institutions that use wholesale funding, securitizations, brokered deposits, and other high-rate funding strategies should ensure that their contingency funding plans address relevant stress events. Contingency funding plans should incorporate events that could rapidly affect an institution's liquidity, including a sudden inability to securitize assets, tightening of collateral requirements or other restrictive terms associated with secured borrowings, or the loss of a large depositor or counterparty.
Although Georgian prepared a contingency funding plan in January 2009, it was developed too late to be effective in addressing the bankís liquidity crisis. In that regard, examiners could have earlier recognized and emphasized Georgianís lack of a viable contingency funding plan, in light of the bankís reliance on non-core funding and a single large depositor. Earlier development of such a plan at Georgian might have alerted management to the risks inherent in their funding strategy in time to better mitigate those risks.
Implementation of PCA
The purpose of PCA is to resolve problems of insured depository institutions at the least possible long-term cost to the DIF. PCA (section 38 of the FDI Act) establishes a system of restrictions and mandatory and discretionary supervisory actions that are to be triggered depending on an institutionís capital levels. Part 325, Capital Maintenance, of the FDICís Rules and Regulations implements PCA requirements by establishing a framework for taking prompt corrective action against insured state-chartered nonmember banks that are not Adequately Capitalized.
In addition to including provisions in the August 2009 C&D on minimum capital requirements, as discussed earlier in the report, the FDIC followed PCA guidance and appropriately notified the bank on June 30, 2009 that the bank was considered Adequately Capitalized. Although the FDIC followed PCA guidance, by the time Georgianís capital levels fell below the required thresholds necessary to implement PCA, the bankís condition had deteriorated to the point at which the institution could not raise additional capital. At no time was the bank Undercapitalized for purposes of PCA, which would have triggered additional restrictions and requirements under PCA.
Prior to falling below Well Capitalized, Georgian had submitted an application for the Troubled Asset Relief Program on October 29, 2008 for funding of $59 million. Georgian subsequently withdrew its application on February 18, 2009. The bank was unsuccessful in raising capital and was closed on September 25, 2009.
After we issued our draft report, management provided additional information for our consideration, and we revised our report to reflect this information, as appropriate. On April 7, 2010, the Director, DSC, provided a written response to the draft report. That response is provided in its entirety as Appendix 4 of this report. DSC reiterated the OIGís conclusions regarding the causes of Georgianís failure. With regard to our assessment of the FDICís supervision of Georgian, DSCís response stated that examiners consistently noted Georgianís ADC concentrations and reliance on non-core funding and made numerous recommendations to improve risk management practices and procedures to identify and report concentrations to the Board. In response to the FDICís November 2008 visitation, which revealed significant deterioration in Georgianís overall condition, the Board adopted a resolution agreeing to address identified weaknesses. However, Georgianís management and Board were unable to sufficiently address its problems, and the FDIC and the DBF took action through a formal enforcement order. DSCís response acknowledged, as discussed in our report, that greater emphasis on the correction of Georgianís risk management practices prior to the November 2008 visitation could have influenced its Board and reduced resulting losses. Further, DSCís response identified updated guidance it has issued, also discussed in our report, to enhance supervision of institutions, such as Georgian, with concentrations in CRE/ADC lending and reliance on volatile non-core funding.
Objectives, Scope, and Methodology
Objectives, Scope, and Methodology
Glossary of Terms
|Adversely Classified Assets||Assets subject to criticism and/or comment in an examination report. Adversely classified assets are allocated on the basis of risk (lowest to highest) into three categories: Substandard, Doubtful, and Loss.|
|Allowance for Loan and Lease Losses (ALLL)||Federally insured depository institutions must maintain an ALLL that is adequate to absorb the estimated loan losses associated with the loan and lease portfolio (including all binding commitments to lend). To the extent not provided for in a separate liability account, the ALLL should also be sufficient to absorb estimated loan losses associated with offbalance sheet loan instruments such as standby letters of credit.|
|Call Report||The report filed by a bank pursuant to 12 United States Code (U.S.C.) 1817(a)(1), which requires each insured State nonmember bank and each foreign bank having an insured branch which is not a Federal branch to make to the Corporation reports of condition in a form that shall contain such information as the Board of Directors may require. These reports are used to calculate deposit insurance assessments and monitor the condition, performance, and risk profile of individual banks and the banking industry.|
|Cease and Desist Order (C&D)||A C&D is a formal enforcement action issued by a financial institution regulator to a bank or affiliated party to stop an unsafe or unsound practice or a violation of laws and regulations. A C&D may be terminated when the bankís condition has significantly improved and the action is no longer needed or the bank has materially complied with its terms.|
|Concentration||A concentration is a significantly large volume of economically related assets that an institution has advanced or committed to a certain industry, person, entity, or affiliated group. These assets may, in the aggregate, present a substantial risk to the safety and soundness of the institution.|
|De novo Bank||Prior to the issuance of FIL-50-2009 on August 28, 2009, and for the purposes of FDIC-supervised institutions, this term referred to an institution within its first 3 years of operation. FIL-50-2009 changed the de novo period for newly-chartered FDIC-supervised institutions from 3 years to 7 years. This FIL does not apply to de novo bank subsidiaries of ďeligible holding companiesĒ, i.e., those with $150 million in consolidated assets, that are 2 rated, and with at least 75 percent of consolidated depository institution assets comprised of eligible depository institutions. Under the new de novo period, institutions must undergo a limited-scope examination within the first 6 months of operation, and a full-scope examination within the first 12 months of operation. Subsequent to the first examination, and through the 7th year of operation, institutions remain on a 12-month examination cycle. Extended examination intervals (i.e., 18-month intervals) do not apply during the de novo period.|
Glossary of Terms
|Federal Home Loan Bank (FHLB)||The Federal Home Loan Bank System provides liquidity to member institutions that hold mortgages in their portfolios and facilitates the financing of mortgages by making low-cost loans, called advances, to its members. Advances are available to members with a wide variety of terms to maturity, from overnight to long term, and are collateralized. Advances are designed to prevent any possible loss to FHLBs, which also have a super lien (a lien senior or superior to all current and future liens on a property or asset) when institutions fail. To protect their position, FHLBs have a claim on any of the additional eligible collateral in the failed bank. In addition, the FDIC has a regulation that reaffirms FHLB priority, and FHLBs can demand prepayment of advances when institutions fail.|
|Prompt Corrective Action (PCA)||The purpose of PCA is to resolve the problems of insured depository institutions at the least possible long-term cost to the DIF. Part 325, subpart B, of the FDIC Rules and Regulations, 12 Code of Federal Regulations (C.F.R.), section 325.101, et. seq., implements section 38, Prompt Corrective Action, of the FDI Act, 12 U.S.C. section 1831(o), by establishing a framework for taking prompt supervisory actions against insured nonmember banks that are less than adequately capitalized. The following terms are used to describe capital adequacy: (1) Well Capitalized, (2) Adequately Capitalized, (3) Undercapitalized, (4) Significantly Undercapitalized, and (5) Critically Undercapitalized.|
|Tier 1 (Core) Capital||
In general, this term is defined in Part 325 of the FDIC Rules and
Regulations, 12 C.F.R. section 325.2(v), as
The sum of:
|Troubled Asset Relief Program (TARP)||TARP is a program of the United States Department of the Treasury to purchase assets and equity from financial institutions to strengthen the financial sector.|
|Uniform Bank Performance Report (UBPR)||The UBPR is an individual analysis of financial institution financial data and ratios that includes extensive comparisons to peer group performance. The report is produced by the Federal Financial Institutions Examination Council for the use of banking supervisors, bankers, and the general public and is produced quarterly from data reported in Reports of Condition and Income submitted by banks.|
|ADC||Acquisition, Development, and Construction|
|ALLL||Allowance for Loan and Lease Losses|
|BBR||Bank Board Resolution|
|C&D||Cease and Desist Order|
|CAMELS||Capital, Asset Quality, Management, Earnings, Liquidity, and Sensitivity to Market Risk|
|CD||Certificate of Deposit|
|CRE||Commercial Real Estate|
|DBF||Department of Banking and Finance|
|DIF||Deposit Insurance Fund|
|DRR||Division of Resolutions and Receiverships|
|DSC||Division of Supervision and Consumer Protection|
|FDI||Federal Deposit Insurance|
|FHLB||Federal Home Loan Bank|
|FIL||Financial Institution Letter|
|MERIT||Maximum Efficiency, Risk-focused, Institution Targeted|
|OIG||Office of Inspector General|
|PCA||Prompt Corrective Action|
|ROE||Report of Examination|
|UBPR||Uniform Bank Performance Report|
|UFIRS||Uniform Financial Institutions Rating System|
April 7, 2010
Pursuant to Section 38(k) of the Federal Deposit Insurance Act, the Federal Deposit Insurance Corporationís Office of Inspector General (OIG) conducted a material loss review of Georgian Bank, Atlanta, Georgia (Georgian) which failed on September 25, 2009. This memorandum is the response of the Division of Supervision and Consumer Protection (DSC) to the OIGís Draft Report (Report) received on March 23, 2010.
The Report concludes that Georgian Bank (Georgian) failed because the Board of Directors (Board) and management pursued an aggressive growth strategy concentrated in acquisition, development and construction (ADC) loans, noting that these loans accounted for at least 48 percent of Georgianís average gross loans between 2003 and 2009. The lack of a diversified loan portfolio made Georgian vulnerable to the downturn in the residential real estate market in the Atlanta metropolitan area in 2008. The Report also cites lax loan underwriting and administration, reliance on brokered deposits and potentially volatile sources to fund its growth, as additional contributors to Georgianís failure.
Georgian opened for business in 2001, and in mid-2003 shifted its business focus from a community-centered bank to a medium-size business bank. From 2001 to 2009, the FDIC and the Georgia Department of Banking and Finance (DBF) conducted 9 examinations. Examiners consistently noted Georgianís ADC concentrations and reliance on non-core funding and made numerous recommendations to improve risk management practices and procedures to identify, monitor and report concentrations to the Board. The November 2008 visitation revealed significant deterioration in Georgianís overall condition and as a result, the Board adopted a Resolution agreeing to address identified weaknesses. However, Georgianís management and Board were unable to sufficiently address its problems, and the FDIC and DBF took action through a formal enforcement order.
Greater emphasis on correction of Georgianís risk management practices prior to the November 2008 visitation could have influenced its Board and reduced the resulting losses. DSC has issued updated guidance requiring prompt follow-up on all institutions when recommendations are made to the Boards of Directors. Additionally, DSC issued a Financial Institution Letter in 2009 on The Use of Volatile or Special Funding Sources by Financial Institutions That Are in a Weakened Condition to enhance our supervision of institutions, such as Georgian, with concentrated commercial real estate/ADC lending and reliance on volatile non-core funding.
Thank you for the opportunity to review and comment on the Report.