The Bancorp (TBBK): Will a Florida Hotel Loan Default Ruin Its 1Q18 Financials?

Postscript: May 18,2018

Literally “at the 11th hour” on April 26, 2018 the night before TBBK announced 1Q2018 earnings, the bank signed an agreement to sell a troubled Florida hotel construction loan with no loss due generous bank-financing coupled with a pre-packaged bankruptcy that subordinated EB-5 lenders.  This last minute sale avoided the a 1Q 2018 loss that we predicted when this paper was first published on April 8, 2018

Then on May 16, 2018, The bank issued an 8-K announcing that the purchase agreement for the sale of the loan has been terminated.   We can can only speculate that it was the new buyer who got cold feet and backed out, given the spate of lawsuits filed by lawyers representing Chinese EB-5 investors .

Summary (originally published April 8, 2018)

The Bancorp still has continuing problems with a discontinued commercial loan portfolio first set aside on its balance sheet over 3 years ago.

The bank will likely book additional markdowns on a $37 Million loan made on a troubled Ft. Lauderdale hotel construction project with the developers finally filing for Chapter 11 bankruptcy protection in March 2018.

We estimate this additional markdown at $7.4 Million — sufficient to cause an overall loss for the bank when it reports its 1Q18 financials late in April 2018.  On the other hand, Wall Street analysts are forecasting a profit for TBBK averaging $.18 / share  or a profit of $10 Million.

 

Disclosure

We have received no remuneration for this paper. We have never received any remuneration for any of our 6+ papers about The Bancorp’s “continuing problems with its discontinued operations.”  

Our financial analysis is often directed toward deceptive accounting practices of corporations.  But, it is against our nature to talk to, or work with, opportunistic lawyers suing corporations.

We do not currently have a position in the Bancorp’s stock and do not intend ever to take a position in the stock.  Information in this paper, including forecast financial information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities.

 

Introduction

The Bancorp (NASDAQ: (TBBK) is a publicly-held Philadelphia regional bank with a diversified loan portfolio.  It is also known for being one of largest issuers of reloadable prepaid debit and gift cards in the country.  

On March 7, 2018  two Florida LLCs filed for Chapter 11 bankruptcy to stave off foreclosure by TBBK on a $37 Million construction loan for a hotel in Ft. Lauderdale.

Note to analysts privileged to be in on TBBK’s quarterly conference calls:

  • Frank Schiraldi – Sandler O’Neill
  • William Wallace – Raymond James

Ask CEO Damian Kozlowski why a Philadelphia area bank has a history of making bad loans in Florida — this construction project in Ft. Lauderdale and the The Fashion Square Mall in Orlando, Florida discussed later)

During 2017, TBBK put together a string of four straight quarters of profits before deferred tax adjustments, largely because of no new material write downs on loans in its commercial loan portfolio set aside in late 2014 as a “discontinued operation.”  

CEO Damian Kozlowski stated in TBBK’s 4Q17 conference call :

While we may continue to have some gains or costs to resolve some of these credits, we believe that these portfolios are correctly marked, and that these adjustments will not significantly adversely impact our operating performance.

The purpose of this paper is to show that CEO Kozlowski is wrong.  TBBK once again has “continuing problems with its discontinued operations” that very likely will have a significant adverse impact on its 1Q18 financials.

 

The Timeline of the Las Olas Ocean Resort Loan

On January 25, 2018, The Bancorp (TBBK) filed foreclosure papers on two real estate LLCs in Florida Southern District Court.  

On March 7, 2018  the Florida LLCs filed for Chapter 11 bankruptcy protection to stave off foreclosure.

The Bancorp originated the loan in 2013 for $50 Million for the construction of a 12 story hotel called the Las Olas Ocean Resort at 550 Seabreeze Boulevard in Ft. Lauderdale, Florida.  This loan was part of the real estate loan portfolio set aside in late 2014 as a “discontinued operation.”  

Five years after the loan origination, the hotel was still unfinished and the loan balance was a reportedly $37 Million.

Below is a timeline of this loan.  At one time, we thought that the bank should have disclosed the January 25, 2018 foreclosure filing as a “subsequent event” on its FYE 2017 10-K filed in March 23, 2018.

In any case, we would be totally surprised if the bank failed to make special mention of this loan when it reports its 1Q18 financials sometime in late April 2018.

 

The South Florida Real Estate News  disclosed that financing for this hotel included $30 million in financing from Chinese investors via EB-5, a controversial Federal government program that fast-tracks 10,000 immigrant visas requests in return for at least $500,000 in qualified, job-creating investment

According to the publication, the project suffered numerous delays due to zoning problems and was unfinished at the time of the foreclosure…

“including have to wait nine months for a Broward County approval of architectural and engineering plans. Another six-month delay was in order to comply new Federal Emergency Management Agency flood plain requirements.”

The publication also reported that the lawsuit alleged that the developers

“… failed to finish the resort by its planned March 2017 completion date, failed to make its December 2017 loan payment…,”

The Unfinished Las Olas Ocean Resort in Ft. Lauderdale, Florida.

 

 

 

 

 

 

 

 

 

The Bancorp’s Continuing Problems with Its Discontinued Loan Portfolio

On October 31, 2014, The Bancorp announced that it was discontinuing its $1.2 Billion commercial lending operation.  It set aside this portfolio on its balance sheet, claimed it was marked-to-market, and that the bank was actively seeking buyers.  Since that announcement, the bank has had considerable trouble selling off the most troubled segments to third-parties.

We have written a number of papers since early 2015 detailing “continuing problems with its discontinued commercial loan operations.” There have been two basic points we have tried to make:

  • The portfolio was not fairly marked initially because “fairly marked assets sell fairly quickly.”
  • Once the bank began to take additional markdowns, the hits to equity brought it close to going below the Dodd-Frank standard of a “well-capitalized bank.”

A full recap of The Bancorp’s problems can be found in our  “The Bancorp: ‘An Extend and Pretend’ Loan Operation That Will Never End”

Throughout 2016, The Bancorp’s (TBBK) stock suffered a series of double digit declines on the day of quarterly earnings announcements dominated by new revelations about defaulted loans followed by foreclosure filing by the bank followed by bankruptcy by the borrower.   

In 2Q16,  it was the disclosure of a bad $30 Million loan to the owners of The Schuylkill Mall in Frackville, PA).  In 4Q16, it was the disclosure of a bad $42.2 Million loan to owners of  The Fashion Square Mall in Orlando, FL

Since a low of $5.01 per share on the day of the announcement of its 4Q16 and full year FY16 results in early February 2016, the bank’s stock has risen 119% to close at $10.99 a share on March 15, 2018.

In our opinion, this rise is largely due to an absence of new revelations about its discontinued loan portfolio rather than any fundamental improvement in its continuing operations.  

 

An Estimate of the Impact of $37 Million Loan Default on 1Q18 Financials

First, a single loan default, and subsequent foreclosure on a borrower who, in turn files for Chapter 11 bankruptcy protection, normally does not have a material impact on publicly-held bank’s quarterly earnings.

But, we think that in this particular loan default will have a material impact on 1Q18 earnings due to a combination of

  • A history of the TBBK under-reserving for its discontinued loan operations, and
  • A history of quarterly earnings from continuing operations coming in around $7 Million — tepid for a bank with $4+ Billion in assets.

First, we need to mention that there are two pieces to the bank’s discontinued loan portfolio.  The Bancorp peeled off one piece at the end of 2014 to an unconsolidated entity call Walnut Street LLC.  We have questioned TBBK’s election not to consolidate this LLC in our September 2016 paper The Bancorp: A Test for Post-Enron GAAP.

The other piece TBBK set aside on its balance sheet as a discontinued operation.

It took TBBK two full years to provide real color on the relative toxicity of the two pieces.  Even this was buried at the end of a press release announcing its 4Q16 results in February 2017.  The Bancorp finally disclosed how toxic unconsolidated Walnut Street LLC portfolio was relative to what was kept on the books.

Furthermore,  GAAP allows The Bancorp to value the two portfolios differently. For the portfolio still on its books, TBBK uses mark-to-market accounting with quarterly updates. The accounting is entirely different with the off-balance sheet Walnut Street LLC.

The LLC itself uses mark-to-market accounting internally per GAAP.  But because the LLC is unconsolidated and overwhelming financed by notes taken back by The Bancorp,  TBBK uses note valuation based on cash flow to account for the LLC’s portion of the loan portfolio. This gives them more of a cushion in accounting for changes in loan performance.

Below is our spreadsheet comparing the markdown of the two portfolios.  A more extensive comparison of the two portfolios can be found of in our 2016 paper  “The Bancorp: ‘An Extend and Pretend’ Loan Operation That Will Never End”.

The Bancorp has a history of  late accounting for losses on its discontinued loan portfolios. In 2016, TBBK P&L took a series of material hits to its P&L totalling $77.2 Million. 

While the bank does not name the specific loans associated with  markdowns / note write-offs, we believe that a majority of the $77.2 Million came from two loans where the borrowers eventually declared bankruptcy:

We believe that the majority of a 2Q16 markdown / note write-off of $31 Million came from Schuylkill Mall loan.  It was first significant loss the bank recognized since the bank first announced the discontinuation of commercial lending operations on October 30, 2014.

During the 2Q16 Conference Call, one analyst quipped, “.. maybe you guys ripped the Band-Aid off this quarter..” and went on to say he was unsure whether these losses were a one-time event or the beginning of a more forthright examination of the valuations of these troubled loan portfolios.

The bank’s history of catch-up loan reserve accounting support our belief that the bank will have to make additional mark-down in 1Q18.  Even with our estimated 41% markdown already booked on the Las Olas property, we think there will have to be more taken.

To be fair, the Las Olas hotel with its unfinished interior is still  salvageable and located on prime waterfront real estate whereas the Schuylkill Mall was not salvageable and torn done in 2018. The Orlando Fashion Mall was located in a prime area, but requires extensive redevelopment as a hotel and office complex.  

The figure for the estimated markdown at the time of the default — 41% — comes from the bank’s 4Q16 disclosure on average markdown of loans in its discontinued loan portfolio.

The figure for the additional markdown due to the default and subsequent Chapter 11 bankruptcy — 20% — is consistent with what we think TBBK took after 2016 Schuylkill Mall and the Fashion Square Mall loan defaults, foreclosures and subsequent bankruptcies.

 

 

 

 

 

 

 

 

 

 

Below is the history of TBBK’s net earnings for the past two years broken down into three components

  • Continuing operations less returns from unconsolidated Walnut Street LLC
  • Discontinued operations including markdowns
  • Returns on notes receivable from the unconsolidated Walnut Street LLC

Based on normal net income from continuing operations in 2016, we estimate 1Q18 net income from continuing operations at $7 Million.  Couple that with our estimated $7.4 Million additional markdown of the Las Olas property, we arrive at a $400,000 loss for TBBK in 1Q18.

Wall Street analysts currently are forecasting a profit for TBBK in the neighborhood of $10 Million.

This loss will be the first for TBBK in 4 quarters.

Given the toxicity of the loans remaining, we stand by our 2016 paper title:


The Bancorp Is Having An “Enron Moment” With Its Unconsolidated LLC

An Enron moment– def. when an accounting ploy to offload toxic assets to an unconsolidated LLC backfires.

The Bancorp’s Continuing Problems

The Bancorp (NASDAQ: TBBK) is a publicly-held Philadelphia regional bank with a diversified loan portfolio, but also known for being one of largest issuers of reloadable prepaid debit and gift cards in the country.

We have written a number of papers since early 2015 detailing its “continuing problems with a discontinued commercial loan operation.” There have been two basic points we have tried to make:

The portfolio was not fairly marked initially because “fairly marked assets sell fairly quickly.”

Once the bank began to take additional markdowns, the hits to equity brought it close to going below the Dodd-Frank standard of a “well-capitalized bank.”

 

A Deal Between Friends Gone Bad

Buried in The Bancorp’s 3Q17 10-Q filed with the SEC on November 9, 2017, but not mentioned a week earlier when releasing its financials to the public was

Note 13

“The independent investor in Walnut Street, the securitization into which the Bank sold certain loans when it discontinued its Philadelphia commercial loan operations, has taken actions which may result in litigation.  

Specifically, counsel for the independent investor has requested that the Note Administrator hold monthly distribution payments in escrow until the independent investor’s alternative interpretation of the order of payments, as compared to the interpretation of the Bank and the Note Administrator, is resolved.  

Based on the independent investor’s request, the Note Administrator withheld the September 2017 payment to the independent investor and the Bank and indicated that it would continue to do so until this issue was resolved.”  

Based on names in a copy of the Purchase Agreement between The Bancorp and the LLC,  we believe that the sale was between two friendly parties rather than an arm’s-length transaction.

The so-called “independent investor” in the Walnut Street LLC  was Angelo, Gordon & Co (AG & Co.)  out of New York City.  According to its website, AG & Co. is a large $26 Billion manager of  “alternative investments” including commercial real estate mortgage-backed securities (CDOs).  

Legally speaking, AG & Co. is an unrelated, third party to The Bancorp and its Chairman Daniel G. Cohen.  But, AG & Co. is listed as a “banner investor” of a firm that merged into Cohen’s latest concoction — a “blank check” IPO called Fintech Acquisition Corp, which we have written about in our paper Fintech Acquisition “Blank Check” IPO: Buzzy Name Fuzzy Aim.

The  LLC’s “Directing Holder”  was Jonathan Lieberman, head of AG & Co’s considerable commercial and real estate loan trading operations.

The LLC’s  “Designated Manager”  was Kenneth L. Tepper, head of Kildare Financial Group, an independent contractor that has been used by the FDIC to sort out bankruptcy messes.  The initial address for the LLC was c/o PLANcorp in Gladwyne, PA, another Tepper controlled company.

It turns out Tepper has close ties to The Bancorp. According to a Bloomberg bio, Tepper has served as Managing Director of Financial Institutions Group at Cohen & Co, a firm founded by the family of Chairman Daniel G. Cohen.   In short, Kenneth L. Tepper was a front for The Bancorp when it set up the LLC in 2014.

The LLC’s corporate attorney  — Dechert LLP — has close ties  to The Bancorp as Dechert LLP is listed as one of the Bancorp’s corporate attorneys and defended them in an investor lawsuit.

Finally, we just want to mention that the very name for the LLC — Walnut Street 2014-1 Issuer, LLC. — marks the LLC as part of The Bancorp “family”, not a true partnership.

The Bancorp’s founder, Betsy Z. Cohen, the mother of Bancorp Chairman Daniel G. Cohen, was instrumental  reviving the Walnut Street area of downtown Philadelphia in the 1970s by making risky loans to startup restaurants in the area.  It is ironic that the same Walnut Street name that was associated with a civic-minded banker/mother in the 1970’s is now associated with a rule-bending banker/son now.

In sum, the dispute that The Bancorp quietly buried in Note 13 of its 3Q17 10-Q is about a deal between friends gone bad.  

The Toxicity of the Bancorp’s Unconsolidated LLC

On October 31, 2014, The Bancorp announced that it was discontinuing its $1.2 Billion commercial lending operation.  It set aside this portfolio on its balance sheet,  claimed it was marked-to-market, and that the bank was actively seeking buyers.  Since that announcement,  the bank has had considerable trouble selling off the most troubled segments to third-parties.  

On the next to the last trading day of 2014 when most of us are making New Year’s plans, The Bancorp issued a terse 8-K saying it had made the first sale to a partnership called Walnut Street 2014-1 Issuer, LLC.  

What caught our eye initially in early 2015 was NOT the financing structure.  That came out nine months later.  What caught our eye initially was the stark contrast in markdown between the sale portion to the LLC and the remaining portion of the discontinued loan portfolio.

 

 

In February, 2017, the Bancorp provided an update  (see above) to the loan portfolio held by its unconsolidated LLC in a note accompanying the release of its 4Q16 financials.

 Based on that information we calculated a 40.6% AVERAGE markdown of the LLC portfolio despite 79% of loan principals were classified “performing.”

What a joke! The incongruity of these two statistics confirms the meaninglessness of “performing” as a sign of loan quality when a loan operation engages in “extend and pretend.”

Obviously, a lot of the so-called “performing” loans had been modified to interest only with a balloon payment after a number of years. And the non-performing loans probably involve skipped balloon payments rather than skipped flat payments according to a normal amortization schedule.

We provided more detail about the Bancorp’s commercial loan operations that spawned this toxic loan portfolio in our February 2017 paper The Bancorp: An ‘Extend And Pretend’ Loan Operation That Won’t Go Away.

 

The Convoluted Structure of the Bancorp’s Unconsolidated LLC

Nine months after the Bancorp finally issued its 2014 10-K (another bank debacle detailed by us elsewhere), the bank revealed that it did not consolidate this LLC into its balance sheet despite the fact that the overwhelming proportion of the LLC’s financing came from the sale of notes back to The Bancorp itself.  The table below is our presentation of the variable interests in the LLC as detailed in Note H of the bank’s 10-Ks:

 

In electing not to consolidate, The Bancorp cited almost verbatim in Note H of its 2014 10-K (filed 9 months late), and in its 2015 10-K,  the criteria for consolidation specified in FASB 46R – Statement 167:

“(1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and

(2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.”

The fact that bank waited until the day before New Year’s to disclose this sale in a terse 8-K plus the fact that the structure of the deal was so convoluted,  giving its partner 51% of the voting stock despite practically no “skin in the game”,  suggested to us right from beginning that The Bancorp was testing the limits of Post-Enron GAAP.

In Note H of its 10-K, the bank had nothing to say about who had the most power to make decisions that affected the performance of the LLC.  It just ended the note abruptly with this conclusion:  “The company is not the primary beneficiary, as it does not have the controlling financial interest in WS 2014 (the LLC)  and therefore does not consolidate.”

We have written an accounting paper, The Bancorp: A Test for Post-Enron GAAP, presenting more evidence in support of our believe that it is The Bancorp that controls the LLC and not it’s so-called independent partner Angelo, Gordon & Co with 51% of the equity.   

In previous papers, we suggested that the bank’s independent auditor, Grant Thornton LLP, take a harder look at the Bank’s election not to consolidate.   We renew that suggestion here.  Oh…wait…

We see that in July 2017, The Bancorp appointed Mr. Armondo Burnette as Chief Audit Executive and Managing director.  The Bancorp’s website says

He will work with the Audit Committee and Executive Management to assess, direct and maintain The Bancorp’s audit management plan and oversee internal audits, risk assessments and audit finding remediation”.

It also says that

“Most recently, he was Director, National Business Advisory Services, for Grant Thornton LLP”

 

The Bancorp’s “Enron Moment”

An Enron moment– def. when an accounting ploy to offload toxic assets to an unconsolidated LLC backfires.

Clearly,  the so-called independent partner Angelo, Gordon & Co. (AG&Co) is not happy with the performance of the LLC and wants more cash out now.

AG&Co is a savvy player in the distressed commercial real estate market. They must have had a plan to get enough cash out early to more than cover their $16 Million investment before the flood of defaults inevitably arrives.

The LLC is clearly unprofitable.  Portfolio interest income (cash and accrued) is not enough to offset the $24 Million (non-cash) expense of additional markdowns plus the $6.6 Million in notes payable interest (cash) to The Bancorp and considerable legal expenses (cash).  

Even without precise numbers to calculate profitability, the LLC’s is clearly insolvent (assets – liabilities < 0) with $24 Million in additional markdowns since inception wiping out the $16 Million in initial equity.

The LLC is overall cash flow positive only because of the $24 Million in paydowns.

In our opinion, AG&Co has the edge in this dispute as they have 51% of the voting stock.  Even though there might have been documents created at the LLC’s inception that support the Bancorp’s position as to the distribution of cash to partners, it would seem to us that AG&Co has enough votes to rewrite these instructions in their favor.

The moral of this story is that you cannot both control and not control an unconsolidated LLC with a convoluted ownership structure.  

 


The Bancorp: A Test for Post-Enron GAAP

Summary

Based on details presented below, we believe that The Bancorp is not in compliance with Post-Enron GAAP (specifically FASB 46R amended by SFAS 167, also know today as FASB ASC Topic 810-10) 

Introduction

Generally accepted accounting principles (GAAP) relating to consolidation of subsidiaries have changed dramatically in response to the Enron scandal of the late 90s. Pre-Enron, GAAP for consolidation was specified in ARB No. 51. It said to the effect that an enterprise must consolidate all subsidiaries in which it had a controlling financial interest as defined quantitatively by a majority voting interest.

Between 1998 and 2001,  Enron’s CFO Jeffrey Fastow exploited that rule mercilessly by creating a number of minority equity interest LLCs  to buy Enron oil and gas assets that had not been fully marked down to market.  Enron did not consolidate these LLCs citing ARB No. 51.  

Nevermind if Enron had total power to direct the activity of the LLC with Fastow himself as managing director paid millions of dollars a year.  Nevermind if Enron had a majority financial interest when debt was considered due to loans from banks secretly secured by Enron common stock.  

Post-Enron in 2003, the Financial Accounting Standards Board (FASB) issued FIN 46R – an interpretation ARB No. 51. The simple majority interest rule was complete scraped.  

Instead, FASB said that an enterprise must consolidate a variable interest entity (VIE)  — variable shares of equity and debt   — when it had a controlling financial interest as defined quantitatively by the obligation to absorb the major share of losses or the right to receive the major share of benefits.

In 2009, FASB amended FIN 46R to take into account the valid criticism from lenders to VIEs who had to consolidate because they had a majority financial interest but absolute no power to direct the activities that affected the financials.

FASB 46R – amended by SFAS 167 (today called FASB ASC Topic 810-10) added a qualitative stipulation that a corporation must consolidate a VIE if it had most of the power to direct the activities as well as a majority interest in the resulting financial gains and losses.

Majority financial interest can be determined quantitatively and has been relatively easy to evaluate for compliance.   But, as PwC lamented in a bulletin, the qualitative question of who has the most decision-making power  “will require considerable judgment.”

The purpose of this paper is to review a late 2014 non-consolidation decision of The Bancorp (NASDAQ:TBBK),  a Philadelphia area bank regulated both by the FDIC and the Federal Reserve with a diversified loan portfolio, but also known for being one of largest issuers of reloadable prepaid debit and gift cards in the country.  

The non-consolidation decision has been reviewed and approved by its outside auditor Grant Thornton LLP.  

We are not sure if the FDIC or Federal Reserve has reviewed this particular non-consolidation decision.  However, the SEC is currently reviewing The Bancorp’s financials for the years 2010-4 in conjunction with the bank’s handling of mark-to-market accounting of the now discontinued commercial loan portfolio.  

The Bancorp case is important for two reasons, one general and one specific:

First, banks are highly leveraged entities (low capital / asset ratios) subject to strict mark-to-market accounting principles for their loan and asset portfolios.   In response to the subprime mortgage meltdown a decade ago, the US Congress passed the Dodd-Frank Act of 2009-2010 which, among other things, required  FDIC-insured banks to maintain a Tier 1 leverage ratio (capital / average assets) greater that 5%.

This means that a relatively small (e.g. 5%-10%) mark down of a major asset class — whether it be loans outright or collateralized debt obligations — could wipe out a third or more of a bank’s capital. This would almost always cause a bank to fall below the Dodd-Frank standard for a “well-capitalized bank”.

Falling below the Dodd-Frank standard would trigger an existential crisis for any bank, forcing a merger or a private placement, often coupled with a massive shake-up of management and the board.

Because of Dodd-Frank, the temptation is greater than ever for a bank to offload troubled assets not fully marked to market to a non-consolidated VIE. 

Second, The Bancorp in particular has a two and a half years running history of erratic mark-to-market accounting of troubled loans, followed by a series of moves to avoid falling below the Dodd-Frank standard.

In August, 2016, The Bancorp reversed a downward spiral toward the Dodd-Frank standard by securing an additional $74 Million in capital from two new investors with terms and conditions suggesting that the bank was desperate to get a deal done.

The Bancorp’s 2 ½ year history of dealing with its troubled loan portfolio has been documented by us in four previous articles for SeekingAlpha:  The Bancorp: Bad Moon Rising (January 2015); The Bancorp: Continuing Problems with a Discontinued Operation (March 2015); The Bancorp: Why the Continuing Delays in Filing Its 10-K (May 2015); and The Bancorp: Private Placement Needed to Shore Status as Well-Capitalized Bank (August 2016).

Finally, The Bancorp case study has an interesting human interest angle as there is a single mastermind behind the dealings and questionable accounting.  For Enron, it was CFO Jeffrey Fastow, “the smartest guy in the room”, who began his career at a big bank in the 1980s working in the nascent market for CDOs.

The Bancorp’s  “smartest guy in the room” with a history of  testing the limits of GAAP is its long-standing Chairman of the Board, Daniel G. Cohen.  The Bancorp was founded by his mother, the legendary Betsy Z. Cohen, but it is her son that controls the bank.

A majority of the bank’s Board has worked directly for Cohen or served on Boards of financial intermediaries he has created over the years.  This includes 6 of the 9 bank Board Members —  Chairman Daniel Cohen along with Beach, Bradley, Kozlov, Lamb, and McEntee III.  

In researching articles we have written about The Bancorp, we discovered that Cohen has been the CEO of a number of companies that create and trade CDOs, most of which imploded in the financial crisis of 2008-10.

The Bancorp Case

In its  3Q14 10-K, The Bancorp announced that it was discontinuing its $1.2 Billion commercial lending operation.  It set aside this portfolio on its balance sheet,  claimed it was marked-to-market, and that the bank was actively seeking buyers.  Since that announcement,  the bank has had considerable trouble selling off the most troubled segments to third-parties.  

As we have said in earlier papers, “fairly marked assets sell fairly quickly”.  A corollary is that failure to sell fairly marked assets is an indicator that the assets are not marked-to-market.

On the next to the last trading day of 2014 when most of us are making New Year’s plans, The Bancorp issued a terse 8-K saying it had made the first sale to a partnership called Walnut Street 2014-1 Issuer, LLC.  

Nine months later when it finally issued its 2014 10-K (another bank debacle detailed by us elsewhere), the bank revealed that it did not consolidate this LLC into its balance sheet despite the fact that the overwhelming proportion of the LLC’s financing came from the sale of notes back to The Bancorp itself.  

What caught our eye initially in early 2015 was NOT the financing structure.  That came out nine months later.  What caught our eye initially was the stark contrast in markdown between the sale portion and the remaining portion of the discontinued loan portfolio. (see table below) (click to enlarge)

markdown-comparison

We speculated in an January 2015 article The Bancorp: Bad Moon Rising that the remaining portion might not be fully “marked to market” and fairly valued.  Our speculation was validated 1 ½ years later in 2Q16  when the The Bancorp was forced by independent auditors to take an additional $32 Million in combined market-downs of the remaining portfolio on its books and write-offs of the notes received from the LLC to pay for the portfolio segment bought.

In electing not to consolidate, The Bancorp cited almost verbatim in Note H of its 2014 10-K (filed 9 months late), and in its 2015 10-K,  the criteria for consolidation specified in FASB 46R – Statement 167:

“(1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and

(2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.”

The table below is our presentation of the variable interests in the LLC as detailed in Note H of the bank’s 10-Ks: (click to enlarge)

The Bancorp VIE: Walnut Street 2014-1

The fact that bank waited until the day before New Year’s to disclose this sale in a terse 8-K plus the fact that the structure of the deal was so convoluted,  giving its partner 51% of the voting stock despite practically no “skin in the game”, alone suggests right from beginning that The Bancorp is testing the limits of Post-Enron GAAP.  

The Bancorp’s partner here  is Angelo, Gordon & Co (AG & Co.)  out of New York City.  According to its website, AG & Co. is a large $26 Billion manager of  “alternative investments” including commercial real estate mortgage-backed securities (CDOs).  

Legally speaking, AG & Co. is an unrelated, third party to The Bancorp and its the Chairman Daniel G. Cohen.  But, AG & Co. is listed as a “banner investor” of a firm that merged into Cohen’s latest concoction — a “blank check” IPO called Fintech Acquisition Corp, which we have written about in our paper Fintech Acquisition “Blank Check” IPO: Buzzy Name Fuzzy Aim.

Also, the founders of  AG & Co. — Michael Gordon and the late John M. Angelo — must have had direct meetings with Cohen over the years as both AG & Co. and various Cohen controlled companies —IFMI, Cohen & Co., Alesco Financial, Taberna Realty Finance, and RAIT Financial Trust  —  create and trade CDOs.

The fact that AG & Co has practically no “skin in the game” plus the fact that its founders had prior dealings with Cohen suggest that the bank’s sale to the LLC was barely an arm’s length sale to an unrelated third-party.

In Note H of its 10-K, the bank at least acknowledges that it has the most exposure to LLC losses:  “The Company’s maximum exposure to loss is equal to the balance of the Company’s loans, or $178.5 million.”

In terms of criteria (2) alone, the bank should have consolidated.  But what about criteria (1) above?

In Note H of its 10-K, the bank has nothing to say about who has the most power to make decisions that affect the performance of the LLC.  It just ends the note abruptly with this conclusion:  “The company is not the primary beneficiary, as it does not have the controlling financial interest in WS 2014 (the LLC)  and therefore does not consolidate.”

The purpose of the rest of the paper is provide evidence in support of our contention that it is high level executives at The Bancorp who make the key operating decisions that affect the LLCs financial performance and therefore The Bancorp should have consolidated.

Before we start, we just want to mention first that the very name for the LLC — Walnut Street 2014-1 Issuer, LLC. — marks its as The Bancorp’s venture, not some true partnership.

The Bancorp’s founder, Betsy Z. Cohen, the mother of Bancorp Chairman Daniel G. Cohen, was instrumental  reviving the Walnut Street area of downtown Philadelphia in the 1970s by making risky loans to startup restaurants in the area.  It is ironic that the same Walnut Street name that was associated with a civic-minded banker/mother in the 1970’s is now associated with a rule-bending banker/son now.

Officers and Directors

When trying to determine who controls the operations of an LLC, the usual place to start is a listing of the officers.  Unfortunately, but not unexpectedly,  Walnut Street LLC was formed in Delaware where such information is not publicly available.

Fortunately, we have found on-line a copy of the Purchase Agreement between The Bancorp and the LLC.  It yielded two names associated with the LLC.

The  LLC’s “Directing Holder”  is Jonathan Lieberman, head of AG & Co’s considerable commercial and real estate loan trading operations.  He is based in New York City.  One has to wonder how much time Lieberman puts into an LLC where AG & Co.’s investment is mere $16 Million, or less than .5%  of the Billions of real estate  investments he must be managing.

The LLC’s  “Designated Manager”  is Kenneth L. Tepper, head of Kildare Financial Group, an independent contractor that has been used by the FDIC to sort bankruptcy messes.  The initial address for the LLC was his office address in Gladwyne, PA.

It turns out Tepper has close ties to The Bancorp. According to a Bloomberg bio, Tepper has served as Managing Director of Financial Institutions Group at Cohen & Co, a firm founded by the family of Chairman Daniel G. Cohen.

Also, there is a 2012 article that says Tepper has worked on bankruptcy cases with Hersh Kozlov, a managing partner of the Philadelphia area law firm Duane Morris LLP.   It turns out that Hersh Kozlov has been a  Board Member of The Bancorp since 2014 and The Bancorp uses his law firm Duane Morris LLP.

In short, Kenneth L. Tepper was a front for The Bancorp when it set up the LLC in 2014.

Legal Activity

In trying to answer the question of who makes the key decisions that affect the LLCs financials, we start by asking what are the activities of this LLC that most significantly affects its performance?

The business of the LLC is managing an existing, troubled commercial loan portfolio already marked down 28% from principal. There is no need for loan officers to drum of new business,  get appraisals, or to create new loan documents.  

There is a need for servicing existing loans — posting remittances, checking certificates of insurance, sending out routine delinquency notices. etc. The Bancorp discloses in Note H of its 10-Ks that it has a contract to service the LLC’s loans.  But, servicing existing loans does not have material impact on financial performance.

The really important decisions of the LLC involve the handling of delinquent accounts.   This involves face-to-face meeting with borrowers who are mostly in the Philadelphia area.  It involves facilitating refinancing with other banks.  It involves directing lawyers to file documents in area courts to recover from borrowers who have defaulted on their loans.

Here is an a quantitative estimate of how many loans are involved in the LLC portfolio. The Bancorp’s CFO Paul Frenkiel gave some detail in a 2Q16 conference call regarding the concentration ratio in the discontinued operations portfolio.   By applying the same ratios to the LLC loan portfolio, (see below) we can get some idea of the number of large loans in the LLC portfolio: (click to enlarge)

The Bancorp: Walnut Street LLC Loan Portfolio

The core of the LLC activity is working with approximately 29 total customers, concentrating on about 5 customers with outstanding loans principals averaging $20 Million.  Losing one to default would be impactful. Losing two would be disastrous.

Below are links to two 2016 filings by lawyers on behalf of the LLC to recover from borrowers who have defaulted.  The total claims amount to $28.2 Million, or 14.6% of the total loan portfolio.  In both cases, the lawyers are based in the Philadelphia area and have close ties to The Bancorp.

In June 2016, a suburban Philadelphia paper reported a sheriff’s sale of a suburban shopping center where the owners were in default of loans held by the LLC. “According to a schedule of the Schuylkill County Sheriff’s Sale of Real Estate, the mall has been listed for sale based on a judgment of $27,428,876.”  This single default represented 13% of the LLC’s total portfolio.

The article mentioned that the LLC’s claim for damages was filed by Dana B. Klinges.

It turn out that Klinges is with the law firm Duane & Morris LLP. where Hersh Kozlov, a Board Member of  The Bancorp’s is a managing partner.

In May, 2016, a lawyer for the LLC filed in Pennsylvania court a plea to recover $822,053 in loan principal plus interest from owners of another Philadelphia area shopping center.  The lawyer was with the law firm  Spector, Gadon & Rosen P.C.

It turns out that  Spector, Gadon & Rosen P.C. was co-founded 35 years ago by Betsy Z. Cohen, founder of  The Bancorp and mother of Chairman Daniel G. Cohen.

Finally,  the LLC’s corporate attorney  — Dechert LLP — has close ties  to The Bancorp as Dechert LLP is listed as one of the Bancorp’s corporate attorneys and defended them in an investor lawsuit.

While we have evidence that all of these outside lawyers have close ties to The Bancorp, we have no hard evidence as who specifically gives them high-level direction.  Who do these lawyers discuss strategy with in face-to-face meetings in the Philadelphia area?  Who reviews their invoices? Who signs their checks?   

Based on court documents in connection with the shopping center case cited above, The Bancorp executive that lawyers report to is Daniel Sacho, current Executive Vice President of Commercial Lending and Real Estate.

The Bancorp’s Headquarters is in Wilmington, Delaware.  The Bancorp maintains a large office at 1818 Market Street, 28th Floor  in downtown Philadelphia. Of note, several other companies controlled by Daniel G. Cohen — Rait Financial Trust and Cohen Bros. & Company —  also maintain offices on the same 28th floor.  

A high level bank executive based in Wilmington at The Bancorp’s HQ is only 37 miles and a 40 minute ride by train or car away from their downtown Philadelphia office.

Finally, here is an example of an  assignment document transferring a loan from The Bancorp to the LLC.  The address used for the LLC was ℅ The Bancorp Bank, 712 Fifth Avenue 8th Floor, New York, NY 10019.  This is the same address used by Chairman Daniel G. Cohen for his Fintech Acquisition Corporation.

Accounting Activity

By selling a segment of its discontinued operation’s loan portfolio to an unconsolidated LLC, The Bancorp escaped rigorous, transparent, and periodic examination of mark-to-market GAAP for its troubled commercial loans.

But, those troubled loans were largely replaced on the bank’s balance sheet by $193.6 Million in notes issued by the LLC.  The Bancorp has chosen to label these notes an “investment in unconsolidated entity.”  While not subject to the same rigorous and periodic examination as direct loans, nevertheless this investment is subject to review as to value.

Normally, mark-to-market accounting of loan portfolios and investments are reviewed by a bank’s independent auditor, in this case, Grant Thornton LLP.  

However, on July 28, 2016 in its 2Q16 conference call, The Bancorp disclosed that it had engaged several independent auditors to review both the on-balance sheet portfolio and the off-balance sheet portfolio of the LLC.  Per their recommendation, the bank took a total of $32 Million in combined mark-downs of its on-balance sheet portfolio and write-off of its on-balance sheet investment in the LLC.

This surprised Wall Street and sent the bank’s stock down for a 14% one-day loss. This was the first time The Bancorp’s financials took a hit from its commercial loan operations since it declared it a discontinued operation nearly 2 years ago.

The bank must have known ahead of time that this disclosure would would cause  investors to worry about how close the bank was to the Dodd-Frank standard.  Two weeks later, on Monday August 8, 2016, The Bancorp announced a private placement of combined common and convertible preferred stock for a total gross consideration of $74 Million.

The Bancorp’s 2Q16 conference call revealed how deeply it was involved in its non-consolidated LLC.  Here is an exchange revealing that The Bancorp had hired  independent auditors for both portfolios and that, in particular, it had hired one independent auditor to work on both:

        William Wallace (Analyst, Raymond James & Assoc.)

         Okay. And do you have the same person or firm or company that’s valuing the value of those loans  versus the         ones that are in your discontinued ops.

        Paul Frenkiel (CFO, The Bancorp)

       We actually use multiple companies, but our primary loan review company, we have one loan review company         for discontinued ops and we have another one that also does work on that, but it is more specific to the one             that’s [doing] the investment in that [un]consolidated entity.

Conclusion

Investors eventually sense when a publicly-held company pushes GAAP to the limit. It’s stock price begins to fall long before any outside auditor or the SEC steps in to question its accounting publicly.  

The stock market has already punished The Bancorp for its handling of mark-to-market accounting and its painfully slow disposition of its discontinued commercial loan operations.  Between March, 2014 when it first announced an unexpected additional mark-down of its loan portfolio and June 12, 2016, the stock has fallen 69.3%  from $19.98 a share to $6.12 a share.

The Bancorp Stock Performance

Even though The Bancorp has moved a segment of its troubled loans off its balance sheet,  its balance sheet  eventually took a hit anyway.  Pressure from investors eventually forced the bank to accept an independent auditor’s recommendation to write-off a portion of the notes it took back from the LLC.

The problem is “eventually”  is not good enough.

In July, 2016, The Bancorp announced that it had settled a class action suit brought by investors who had lost $100+ Million during the past two year.  The settlement was for a paltry $17. 5 Million, of which the bank said that 100% was covered by insurance.

The Bancorp’s outside auditor Grant Thornton LLC needs to force the bank to explain in greater detail in its Note H why it believes it is in compliance with both criteria specified in  FASB 46R – Statement 167.  The SEC, FDIC, and the Federal Reserve need to review this case of non-consolidation.  

Allowing The Bancorp to get away with this non-consolidation sends a signal to banks that they can avoid falling below the Dodd-Frank standard by setting up blatantly convoluted VIE’s similar to Walnut Street 2014-1.

 


The Bancorp: Continuing Problems With A Discontinued Operation

  • The Bancorp filed a NT 10-K recently notifying the SEC that it had failed to file its 2014 10-K within the allowed 75 days.
  • We believe that the reason for this failure has been a reconsideration of the markdown of the loan portfolio associated with its discontinued commercial lending operation.
  • The Bancorp has until March 31st to file a 2014 10-K. We present the case that the bank will be booking an alarming 5% to 10% additional markdown.
  • As a result, we believe that the stock will drop another 15% in the next week and will test its 52-week low of $7.81 a share.

On October 31, 2014, The Bancorp (NASDAQ:TBBK) announced that it was discontinuing its commercial lending operations. Based on an independent third party review, it set aside for sale a loan portfolio with a fair market valuation of a 6.8% discount from its $1.2 Billion principal.

Two months later, on the next to the last business day of the year when most of Wall Street was home making New Year plans, the bank issued a terse 8-Kstating that it had sold a partial $267.6 Million loan package that had been marked down in October to $213.5 Million. The sale was to a newly created LLC, financed largely by the bank itself, (more on that later) for $209.6, resulting in a small loss on sale of $3.9M.

This end of year transaction caught our eye. We did the numbers and found a huge discrepancy between the overall loan portfolio markdown of 6.8% and the 20.2% markdown of the piece sold in December. The December partial sale implied that the remaining 78% of the portfolio still on the bank’s balance sheet was covered by only a 3.0% markdown.

Below is a spreadsheet, which shows how we arrived at this implication. An earlier version was presented in our January 2015 SA article on The Bancorp.

tbbk-discontinued-1

As a consequence of this lack of communication, the stock dropped 22.8% from $10.89 on December 31, 2014 to $8.41 on February 2, 2015.There was nothing in the terse December 8-K to assure investors that the remaining portfolio on its books was marked fairly. Management should have told investors that it had a plan to sell the portfolio in pieces with the most toxic piece sold first.

TBBK Chart

TBBK data by YCharts

Only during its Q4’14 conference call, thankfully transcribed by SA, did the bank make it clear that it had a plan. It also reassured investors that the remaining 78% piece was fairly marked.

Finally, the CEO Frank Mastrangelo offered investors a time frame during which the bank hoped to complete the sale,

… we will have some of the sales bleed into Q2 although it’s certainly possible and plausible that some will still occur this quarter.

As a result of these February clarifications, the stock has recovered somewhat rising 11.2% to $9.35 a share as of the date of this paper. Fast forward to today (3-24-15) and still no sale. The longer this continues, the greater will be the bank’s problems.

While the problems are general to cases of continuing discontinued operations, we will argue below that they are worse for a highly leveraged, regulated bank like The Bancorp. Furthermore, we will argue that The Bancorp specifically has made a bad situation worse.

Management, including the bank’s former long time CEO Betsy Z. Cohen and its current, long time Board Chairman Daniel G. Cohen have to be held accountable for this continuing problem. The problem can be broken down into interrelated issues with pricing, accounting, and management. We detail below The Bancorp’s problems:

Pricing and Accounting Issues

The speed at which assets are sold is a function of price. Fairly marked assets should sell fairly quickly. In turn, price is a function of terms. Set a high nominal price but offer liberal seller financing and the sale closes faster at the high nominal price. As evidenced by the December sale, The Bancorp will go to great lengths to extend terms to close a loan sale without dropping price below its prior mark (more later).

Lack of time to shop this portfolio or lack of time for potential buyers to perform “due diligence” cannot be the reason for this delay as it has been 5 months since this portfolio was first officially marked “for sale.” The conclusion has to be that our estimated 3% markdown of remaining portfolio is insufficient to close a sale. If it were a matter of having to concede 1% or 2% more, the bank would have done so and booked a small loss in 2015.

For most corporations, conceding an additional 5% to 10% markdown to sell a discontinued operation would be bad, but not catastrophic. Not so for regulated, highly leveraged commercial banks. Especially not so for The Bancorp, who already is at the low end of various bank equity/asset ratios.

The Bancorp’s Q4’14 simple equity/asset ratio was 7.64% (359.6/4,706) Having to close a sale by taking an additional 10% markdown on a $955 Billion loan principal would cause a $95.5 Million hit to the balance sheet. This would represent a 27% reduction in its equity.

Also, taking this kind of hit upon sale now would taint 2015 earnings. The bank would have been better off taking the hit in 2014. But wait a minute… On March 16, 2015 the bank filed something called an NT 10-K – A Non-Filing Notice to the SEC stating why it failed to file its Annual 10-K report within the allotted 75 days.

It now has until March 31, 2015 to submit a final 10-K. Doing this allows the bank to record any additional markdown as a loss in 2014 rather than 2015. The reason given for this failure was that it needs more time to finalize its accounting for the Q3’14 discontinuation event and for the Q4’14 sale of the toxic piece.

Filing an NT-10 is a significant event. It can signal the existence of a major accounting debate between management and its auditors. It also can signal a last minute capitulation and reversal internally over how a company accounted for a prior event.

We have called investor relations at TBBK and left a message, asking for a comment to our estimation that they will be making a significant 5% to 10% additional markdown by March 31st. They did not return our call.

We view the Bancorp’s filing as a signal that by March 31st, they will be recording an additional 2014 markdown loss, thus sparing a hit to 2015 earnings. In light of how long this has dragged on without a sale, our belief is that the bank will be taking an additional 5% to 10% markdown needed to close a cash sale within the next month.

But, this additional markdown will not mark the end of The Bancorp’s continued involvement with its discontinued operation. It had to resort to seller financing to close the sale of the toxic piece in December. See the spreadsheet below of how The Bancorp financed this sale:

tbbk-discontinued-2

When asked in the February 2015 conference call whether the bank would resort to seller financing again, CEO Frank Mastrangelo said

It’s certainly not the first option or priority, would we consider it in the right transaction, possibly but just not certain there is going to be a need to do that.

Remember price is a function of terms. You can always get your asking price if you are willing to provide liberal seller financing. If the remaining portfolio does close without significant additional markdowns, our bet is that the bank accomplishes via continuing involvement (off-balance sheet, of course) in this discontinued operation.

Management Issues

Employees can be expected to jump ship when any corporation declares an operation “discontinued.” And if the discontinued operation is “knowledge worker” intensive, as is the case with a commercial loan operation, resignations can result in a significant deterioration in financial metrics.

This has been the case in spades with The Bancorp. On January 8, 2015, the bank’s Executive Vice President, Arthur Birenbaum, who had been in charge of this discontinued operation, handed in his resignation. He had served the Cohen family, founders of The Bancorp, for the last 25 year in various capacities.

Four days later, it was reported that Mr. Birenbaum had been hired by the Cape Bank of Atlantic City to set up a new commercial loan operation in The Bancorp’s home territory of Philadelphia. It can be assumed that since the middle of January 2015, Mr. Birenbaum has been contacting and later hiring loan officers from The Bancorp’s discontinued operation.

This means that for the past 3 months, The Bancorp’s commercial loan operation has had no experienced manager and few engaged loan officers. Surely, this lack of management has increased servicing and collections problems.

Additional disclosure: On Thursday, at the suggestion of our SA editor, I called Investor Relations at TBBK and left a message asking specifically if they intended to make an additional mark down to their discontinued loan portfolio in the range of 5% to 10% by March 31st. They did not return my call and I noted that in the article


The Bancorp: Bad Moon Rising

  • The Bancorp is a Philadelphia area bank whose stock has fallen 50% in 2014 due accounting and regulatory surprises.
  • On top of that, it announced it was discontinuing its commercial lending operations and set aside a $1.2 Billion portfolio for sale with an overall 6.5% mark-to-market discount.
  • An 8-K filed on the last business day of 2014 revealed a partial sale with a mark-to-market discount of 20.2%.
  • Another 8-K filed 3 days ago revealed that the EVP of commercial loans resigned effectively immediately.
  • Until there are assurances from management as to the quality of the remaining portfolio for sale, we rate this stock a sell.

The Bancorp (NASDAQ:TBBK) is a Philadelphia area bank founded in 2000 by the pioneering banker and lawyer Betsy Z. Cohen. A few bullet points from her resume:

  • Second female law professor on the East Coast after Ruth Bader Ginsberg
  • Founded Jefferson Bank in 1974; Sold it in 1999 for $370M
  • Instrumental in financing Philly’s Walnut Street downtown revival
  • Board Member – Aetna US Healthcare, Philadelphia Museum of Art, Bryn Mawr

Since inception, the bank’s Chairman has been her son, Daniel G. Cohen. A few bullet points from his resume:

  • CEO of three publicly-held companies whose market values crashed due to CDO investments
  • CEO, IFMI, 2010-12 when market value crashed 91%
  • CEO, Alesco Financial Trust 2007-10, when market value crashed 87%
  • CEO, RAIT Financial Trust, 2006-9 when market value crashed 98%

2014 was a bad year for The Bancorp as the bank was rocked by a series of surprise accounting and regulatory disclosures resulting in a 50% drop in its stock price.

TBBK Chart

TBBK data by YCharts

First there was an April 18, 2014 8-K disclosure in conjunction with the release of its 1Q14 results that “newly identified adverse classified loans”, caused a one-time addition to its loan loss reserve of $11.8 Million. The next trading day the stock dropped 14.9% from $18.60 to $15.84.

Then there was a June 10, 2014 8-K disclosure that the FDIC found that bank was in violation of the Bank Secrecy Act — namely that reloadable prepaid cards issued by The Bancorp were being used for extensive money laundering. The next trading day the stock dropped 30.3% from $16.36 to $11.40.

On December 1, 2014, there was 8-K disclosure that CEO Betsy Z. Cohen, 72, would be retiring at the end of the year.

Her son, Daniel G. Cohen, 42, remains Chairman of the Board. Four other Board members are Board members of other companies that Daniel G. Cohen has at one time controlled.

We see a “bad moon rising” for The Bancorp in 2015. We see “trouble on the way”.

In its 3Q14 10-Q, the bank announced that was discontinuing it commercial lending operations. Based on an independent third party review, it marked down the portfolio by an additional $38.9M to a fair market carrying value of $1.2 Billion:

” In addition to $44 million in the allowance for loan losses which was net against those loans, an additional $38.9 million expense resulted from the valuation to estimated sales price, which was also net against those loans. “

Here is a 3Q14 conference call exchange, as transcribed by SA, confirming the view of $82.9M as the difference between the outstanding principal and the fair market carrying value of the portfolio at that time.

Paul Frenkiel– Chief Financial Officer

Sure. Yes, those actually are separate, so maybe the easiest, I think the way you are trying to look at it was that at the end of the second quarter we had a reserve of about $46 million. We had some activity during the quarter, so we ended up with the reserve about $44 million and $38 million was basically in addition to that.

Matthew Kelley– Sterne Agee

Got you. So we can really think about it as an $82 million write-down or 7% or 8% of the unpaid principal balance. Is that the right way to think about it?

Paul Frenkiel – Chief Financial Officer

By 38 in addition to the 44 that had accumulated over a period of many years.”

On the next to the last business day of the year, December 30, 2014, the bank issued an 8-K stating that it had sold a portion of its $1.2 Billion commercial loan portfolio:

“The sold loan portfolio had an outstanding principal balance of approximately $267.6 million, which had been adjusted on the books of the Bank to estimated fair market value in the third quarter of 2014 upon the classification of the Bank’s related commercial lending operation as a discontinued operation and the transfer of the related portfolio to “held for sale” status. As a result of the estimated fair market value adjustment, the carrying value of the portfolio, as of September 30, 2014, was $213.5 million.”

Several things about this first sale caught our eye. The first thing was the mark-to-market discount associated with this relatively small piece of the portfolio:

(267.6 – 213.5) / 267.6 = 54.1 / 267.6 = 20.2%

This was way out of line with the overall average discount of 6.5% established just two months earlier.

Second, the sale was not for cash nor to an established third-party. It was for note receivables issued by a newly created LLC with the bank itself as 49% minority partner.

We ask ourselves, “How toxic can the full portfolio really be if this is what the bank had to do to sell just a portion of it?”

Maybe, they planned on an asymmetric sequence of sales, with the very toxic piece cut out first and sold to a related party at a steep discount.

Then they would sell the remaining clean piece with a mark-to-market discount of only 3% to an established third party willing to pay cash for a clean bundle.

But if this were so, why did The Bancorp not include an explicit statement in the late December 8-K of the planned asymmetric sale sequence?

Another 8-K has been just filed by The Bancorp on January 9, 2015 reporting that Arthur Birenbaum, EVP, commercial loans has resigned, effective January 8, 2015.

Investors need to get straight answers to the following questions now or during the bank’s 4Q14 earning conference call:

  • What is the overall mark-to-market discount on the remaining $900M commercial loan portfolio?
  • Can the bank give assurances that the remaining portfolio is fairly valued in light of the 20% mark-to-market discount associated with the piece just sold?

Below is a spreadsheet summarizing our view of the accounting of the two transactions to set aside the commercial loan portfolio in 3Q14 and then to sell the first piece on December 30, 2014.

It also includes a “what if analysis?” as to future mark-downs of the remaining portfolio for sale

Bancorp Sale of Loan Portfolio

Additional disclosure: Investors are always reminded that before making any investment, you should do your own proper due diligence on any name directly or indirectly mentioned in this article. Investors should also consider seeking advice from a broker or financial adviser before making any investment decisions. Any material in this article should be considered general information, and not relied on as a formal investment recommendation.