The Bank Audit & Risk Committees Conference – Day Two Wrap Up

With all of the information provided at this year’s Bank Audit & Risk Committees conference(#BDAudit14 via @bankdirector), I think it is fair to write that some attendees might be heading home thinking “man, that was like taking a refreshing drink from a firehose.”  As I reflect on my time in Chicago this week, it strikes me that many of the rules and requirements being placed on the biggest banks will inevitably trickle down to smaller community banks.  Likewise, the risks and challenges being faced by the biggest of the big will also plague the smallest of the small.  Below, I share two key takeaways from yesterday’s presentations along with a short video recap that reminds bankers that competition comes in many shapes and sizes.

The Crown Fountain in Millennium Park
The Crown Fountain in Millennium Park

Trust, But Verify

To open her “New Audit Committee Playbook” breakout session, Crowe Horwath’s Jennifer Burke reinforced lessons from previous sessions that a bank’s audit committee is the first line of defense for the board of directors and shareholders.  Whether providing oversight to management’s design and implementation with respect to internal controls to consideration of fraud risks to the bank, she made clear the importance of an engaged and educated director.  Let me share three “typical pitfalls” she identified for audit committee members to steer clear of:

  1. Not addressing complex accounting issues;
  2. Lack of open lines of communication to functional managers; and
  3. Failure to respond to warning event.

To these points, let me echo her closing remarks: it is imperative that a board member understand his/her responsibility and get help from outside resources (e.g. attorneys, accountants, consultants, etc.) whenever needed.

Learn From High-profile Corporate Scandals

Many business leaders are increasingly aware of the need to create company-specific anti-fraud measures to address internal corporate fraud and misconduct.  For this reason, our final session looked at opening an investigation from the board’s point-of-view.  Arnold & Porter’s Brian McCormally kicked things off with a reminder that the high-profile cyber hacks of Neiman Marcus and Target aren’t the only high-profile corporate scandals that bankers can learn from.  The former head of enforcement at the OCC warned that regulators today increasingly expect bank directors to actively investigate operational risk management issues.  KPMG’s Director of Fraud Risk Management, Ken Jones, echoed his point.  Ken noted the challenge for bank executives and board members is “developing a comprehensive effort to (a) understand the US compliance and enforcement mandates — and how this criteria applies to them; (b) identify the types of fraud that impact the organization; (c) understand various control frameworks and the nature of controls; (d) integrate risk assessments, codes of conduct, and whistleblower mechanisms into corporate objectives; and (e) create a comprehensive anti-fraud program that manages and integrates prevention, detection, and response efforts.”

A One-Minute Video Recap

##

To comment on this piece, click on the green circle with the white plus (+) sign on the bottom right. If you are on twitter, I’m @aldominick.  P.S. — check back tomorrow for a special guest post on AboutThatRatio.com.

The Bank Audit & Risk Committees Conference – Day One Wrap Up

Fundamentally, risk oversight is a responsibility of the board.  One big takeaway from yesterday’s Bank Audit and Risk Committees conference (#BDAudit14 via @bankdirector): the regulatory framework has changed considerably over the past 12 to 18 months — with less focus being placed on things like asset quality and more on operational risks and new product offerings.  To this end, I get the sense officers and directors cannot always wait for the Federal Reserve or other agencies to release guidance to get a sense of the potential impact on their institution.

photo-13
Frank Gehry’s Chicago masterpiece

Trending Topics

Overall, the issues I took note of were, in no particular order: (a) when it comes to formulating a risk appetite, no one size fits all; (b) a bank’s CEO and/or Chairman should establish a formal, ongoing training program for independent directors that provides training on complex products, services, lines of business and risks that have a significant impact on the institution; (c) bank examiners are increasingly asking more probing questions regarding new products and services & third-party vendor risk; (d) the DOJ’s “Operation Chokepoint” use of the banking system to identify fraud and criminal activity in certain areas perceived as high risk was mentioned in three different general sessions; and (e) cyber security is the hot topic.

A Two and a Half Minute Recap

##

To comment on this piece, click on the green circle with the white plus (+) sign on the bottom right. More from the Palmer House in Chicago, IL later today on twitter (@aldominick) and again tomorrow on this site.

Three Thoughts on Banks and Risk

I’m heading out to Chicago and Bank Director’s annual Bank Audit & Risk Committees Conference.  The agenda — focused on accounting, risk and regulatory issues — aligns with the information needs of a Chairman of the Board, Audit and/or Risk Committee Chair and Members, Internal Auditors, Chief Financial Officers and Chief Risk Officers.  Before I welcome some 300 attendees (representing over 150 financial institutions from 39 states) to the Palmer House, I thought to share three things that would keep me up at night if I traded roles with our attendees.

The Bean

(1) The Risk of New Competition

For bank executives and board members, competition takes many forms.  Not only are banks burdened with regulation, capital requirements and stress testing, they now have the added pressure of competition from non-financial institutions.  Companies such as Paypal, as well as traditional consumer brands such as Walmart, are aggressively chipping away at the bank’s customer base and threatening many financial institutions’ core business — a fact made clear by Jamie Dimon, the CEO of JPMorgan Chase, at a shareholder meeting this February.

“You’d be an idiot not to think that the Googles and Apples  .  .  .  they all want to eat our lunch.  I mean, every single one of them.  And they’re going to try.”

To this end, I find myself agreeing with Accenture’s Steve Culp, Accenture’s senior managing director of Finance & Risk Services, when he writes “banks need to keep developing their risk capabilities, skills and talents, and align these skills with their agenda around future growth. If they don’t align their growth agenda with their risk capabilities—building a safe path toward growth opportunities—they will miss out on those growth opportunities.”  While I plan on diving much deeper into this topic following the conference, I definitely welcome feedback on the issue below.

(2) The Risk to A Reputation

While the Dodd-Frank Act requires publicly traded banks with more than $10 billion in assets to establish separate risk committees of the board, and banks over $50 billion to additionally hire chief risk officers, I’m seeing smaller banks proactively following suit.  Such additions, however, does not absolve directors and senior managers of financial institutions from preparing for the worst… which is easier said then done.   In some ways, a bank’s reputation is a hard-to-quantify risk.  Anyone can post negative comments online about an institution’s products, services or staff, but one only needs to look at Target’s financial performance post-cyber hack to realize that revenue and reputation goes hand-in-hand.

(3) The Risk of Cyber Criminals

Speaking of Target, earlier this year, Bank Director and FIS collaborated on a risk survey to pinpoint struggles and concerns within the boardrooms of financial institutions.  As we found, tying risk management to a strategic plan and measuring its impact on the organization proves difficult for many institutions, although those that have tried to measure their risk management program’s impact report a positive effect on financial performance.  What jumps out at me in the results of this research are the concerns over cyber and operational security.  Clearly, the number of “bad actors” who want to penetrate the bank’s defenses has increased exponentially, their tools have become remarkably sophisticated, and they learn quickly.  I read an interesting piece by an attorney at Dechert (sorry, registration required) that shows the analytical framework for cyber security is very similar to what most directors have focused on in their successful business careers: people, process and technology.  But theory is one thing, putting into practice a plan to protect your assets, entirely different.

##

To comment on today’s column, please click on the green circle with the white plus sign on the bottom right. If you are on twitter, I’m @aldominick. Aloha Friday!

Bank Director in the Wall Street Journal

images

As the sun shines down on Washington, D.C., some “light” Saturday morning reading on the Wall Street Journal’s Risk + Compliance Journal this morning:

Banks with a separate board-level risk committee report a higher median return on assets and return on equity compared to banks that govern risk within a combined audit/risk committee or within the audit committee, according to the Risk Practices Survey from Bank Director and banking and payments technology company FIS. The survey found smaller banks are adopting risk practices required only of much larger companies, and that almost all banks with more than $1 billion in assets now have a chief risk officer and 63% govern risk within a separate risk committee of the board.

To read the full piece on recent surveys and reports dealing with risk and compliance issues, click here.

The Elephant in the Room

In my opinion, the “elephant in the room” is the fact that 90% of institutions in the U.S. have less than $1Bn of assets… and that many advisers and pundits consider $2Bn to be the “magic number” a bank needs to be at or above in order to be considered viable and competitive.

photo

Against this backdrop, let me tee up today’s Bank Chairman/CEO Peer Exchange.  Only rarely do we limit the size of an “in-person” event; for this annual gathering, we find that small groups tend to optimize the interaction among the CEOs and Chairmen.  Essentially, the two positions that bear primary responsibility for delivering strong bottom line performance.

In a few hours, I will welcome 39 institutions to the Four Seasons — with 24 being publicly traded. The median asset size is $812M – with the biggest bank here checking in at $15.6Bn in size.  By design, we built this exclusive one and a half day event around a small number of presentations and peer exchange sessions where participants share their thoughts in a private, off-the-record setting.  For example:

  • Growth and profitability – how the top banks do it
  • Building a strong franchise
  • Perspectives on cyber security and digital issues
  • Managing risk to ensure growth
  • Compensation techniques to retain and attract new leaders and key staff

This format allows for in-depth discussions of critical, and sometimes sensitive, issues for just a bank’s CEO, Chairman and/or Lead Director to consider with their contemporaries. To kick things off this morning, we will take a look at various growth stories and strategies… and I’ll be sharing some key takeaways around that topic in the late afternoon/early evening. For more “timely” insight on trends or overarching topics, feel free to follow along on twitter where my username is @aldominick and the hashtag I’ll use is #chair14.

Bank Director Education

A simple truth: being a bank leader today demands more time, more attention and more knowledge than ever before. I’m lucky to engage with many exceptional bankers from around the country and am continually impressed with the appetite these executives and board members have for information and insight about our increasingly complex industry.
homeImage
While I’m proud of the online, in-person and on-site work of the Bank Director team, I thought to highlight a series of easy-to-access 25-minute videos we produced for banks that have a relationship with us. As you will see in this short overview, we cover important topics such as the role of the board, risk management, key audit, compensation and governance issues and advice on growing the bank.

.

These videos naturally align with a one and a half day event we will host at the Hermitage Hotel (pictured above) in our company’s hometown of Nashville, TN next month.  Our Bank Board Training Forum provides directors with cutting-edge preparation for the issues and challenges facing them in today’s ever competitive, highly regulated and rapidly evolving banking and financial services industry.  While just one of seven events we host throughout the year, I’m excited to move my attention from our biggest conference — Acquire or Be Acquired — to our newest.

FI Tip Sheet: This Week in Pictures

As I wrap up the week, let me take a look back at Bank Director’s 20th annual Acquire or Be Acquired conference vis-a-vis video recaps and a gallery of pictures from the Arizona Biltmore.

_2441032004

Sunday Recap

If you’re curious for a <90 second summary of our first day in the desert, take a read at what I wrote or look at these two videos. The first, of our talented editor Jack Milligan; the second, my two cents.

.

.

Monday Recap

The second full day of the program built on Sunday’s discussions relative to growth, profitability, efficiency and the need for scale.  Jack and I both shared our thoughts in these video pieces and I also authored a piece that can be found here.

.

.

Photo Gallery

Credit for these great pictures goes to Keith Alstrin of Alstrin Photography.

Aloha Friday!

FI Tip Sheet: Acquire or Be Acquired

So we had a little snow in D.C. this week… and a bit of wind too. Fortunately, I’m heading west towards Bank Director’s 20th annual Acquire or Be Acquired conference this morning. As I wrote about on Wednesday, I will be checking in on a daily basis from the historic Arizona Biltmore with insight and observations from our flagship “AOBA” conference. Before I hit the desert, let me share three thoughts that tie into the conference themes of bank mergers and acquisitions as I make my way from D.C. towards Phoenix.

img_1174

7,000 is so 2013

Let’s simply start with a number: 6,891. Confused? Don’t be. This is the number of federally-insured institutions nationwide as of last Fall — falling below 7,000 for the first time since federal regulators began keeping track in 1934 (according to the FDIC). Now, let me put this into context; specifically, by asset size. 6,158 banks (90% of all U.S. banks) have assets of less than $1 billion. 562 banks have assets between $1 billion and $10 billion and only 108 institutions have assets greater than $10 billion. The kicker? The “distribution of wealth” heavily favors the biggest of the big. Case-in-point: banks with $10 billion or more in assets controlled 24% of total industry assets in 1984 (according to the American Banker). That share has swelled to over 80% today. When you think about things in these terms, its not surprising to hear the majority of bank M&A will occur in the <$1Bn range.

What’s the deal?

According to SNL Financial, there were 227 M&A transactions in 2013 — up from 218 in 2012. Nonetheless, these numbers pale in comparison to “the halcyon days of late 1990s.” As our editor, Jack Milligan, wrote in a post that ran on this site in December, we may “eventually see the emergence of a new tier of banks in the $10 billion to $50 billion range that will consolidate attractive banking markets… and help drive consolidation into yet another phase.” Still, hurdles to doing a deal remain. For instance:

  1. Higher capital and liquidity requirements;
  2. Today’s regulatory environment presents many significant and ongoing challenges; and
  3. Access to capital markets remains limited to many.

That said, I’m sure we will continue to see the combination of really strong companies — think this week’s union between North Jersey banks ConnectOne and Center Bancorp – and do agree with Jack’s perspective on what the future holds.

Ready to raise your hand?

I’m confident that an advisor (or two, or three or ten) will declare a merger or acquisition to be the principal growth strategy for community banks. I’m also anticipating conversations that entail the need for a bank’s CEO and board to re-examine their branch networks and strategies. Steering clear of anything that relates to the actual structure of deal, here are three questions I think will crop up early (and often) at AOBA:

  1. How do you know your bank has the right team in place to implement, and deliver, sustained results?
  2. If I’m not ready to sell — but am not in a position to buy — how can I grow?
  3. How can I, as a potential acquirer, create a strategic advantage vs. my peers?

If you’re joining us in Arizona this weekend, I’m looking forward to saying hello. If you’re not able to make it but want to follow the conversations from afar, #AOBA14 and @aldominick on Twitter should do the trick.

Aloha Friday!

FI Tip Sheet: A Look Ahead

Taking a run on this beach inspired me to draft a calendar for upcoming About That Ratio posts.  Yes, the quiet beauty of this sunrise in Tulum, Mexico sparked an unexpected rush of ideas for sharing observations and insight on this site.  Rather than keep those plans quiet, today’s piece provides some context for the coming months activity.  As I did last year, I do intend to post a “tip sheet” every Friday morning by 8 AM ET.  In addition, I will continue to share my thoughts from the various conferences I attend and participate in (regardless of day or time).  That said, I’m open to suggestions about when and how often to present my take on trends and topics impacting financial institutions.  Feel free to leave a comment below or DM me on twitter (@aldominick).IMG_4167 (1) While on vacation, I read “Cracking the Code: The Winning Ryder Cup Strategy” by Paul Azinger and Dr Ron Braund.  In it, the two write that “great challenges open the door for even greater innovation.”  While writing a column is, at times, a labor of love, I am eager to build upon my efforts in 2013.  I went back through my posts and found my favorite ones reflected on anecdotes picked up while meeting business and banking leaders from all parts of the country.  For this reason, I anticipate many of my 2014 pieces being shaped by what I see, hear and learn while out on the road.  Fortunately, I am slated to be in Nashville, New York City, Phoenix, Dallas, San Francisco, Los Angeles and Chicago before the weather warms up… and calling D.C. home affords me numerous opportunities to pass along thoughts from inside the beltway.

(2) I write this blog for bankers first, and executives that support banks second.  While I’m fortunate to meet with officers and/or directors from financial institutions, I deliberately write for a broader audience.  Essentially, anyone that works with or for a financial institution that cares about “the tone at the top.”  For this reason, I will continue to share trends, topics and themes from a number of conferences this year.  For example, Bank Director’s Acquire or Be Acquired conference at the Arizona Biltmore this month and May’s Growth Conference at the Ritz-Carlton New Orleans.  Being that these particular events bring together CEOs, CFOs, Chairmen, board members and key officers from across the country, I doubt I will be at a loss for ideas or inspiration.  Its not just our company’s events I’ll check in from.  There are a number of programs held throughout the year that provide insight and inspiration to bank executives that I’ll share too.

(3) To keep things fresh and ground in fact, I will share research summaries from various organizations.  To get out from the numbers and into the clouds, I am inviting guest authors to write a piece(s) on what they are seeing and thinking about.  In addition, I’ll begin reaching out to bank CEOs to ask for their thoughts on various topics like cyber security risk while inviting executives from various professional services firms for their take on matters that range from financial services technologies to valuing a bank to compensation matters.  A lot of ground to cover, a lot of fun to be had.  Yes, I’m quite excited for this year’s About That Ratio!

Aloha Friday!!

Mele Kalikimaka

The banking marketplace today is dramatically different from what it was just three years ago.  Since returning to the industry in 2010, I’ve seen a lot of change — and not all good.  Nonetheless, I am bullish on the future of banking.  While some in the media tend to criticize financial institutions and harp on measures like one’s Texas ratio (which models a bank’s risk profile to fail — and also inspired this site’s name), I prefer to focus on financial institutions as the fabric of our neighborhoods and communities.  When I write About That Ratio it is in stark contrast to those who deride the importance of banks.  I am not blind to the problems facing many bankers today, nor ignorant of errors and indiscretions made by some of our larger names.  Still, count me an optimist that better times are ahead.  So before my family and I take off for Christmas in Tulum, Mexico, one last About That Ratio for 2013 that shares three things from the week that was.

DSC_0229

(1) While many year-end blogs take a look back,  Jim Marous authored a comprehensive forward-looking post on his “Bank Marketing Strategies” blog.  His 2014 Top 10 Retail Banking Trends and Predictions compiles opinions from 60 global financial services leaders — including bankers, credit union executives, industry providers, financial publishers, editors and bloggers, advisors, analysts and fintech followers.  I appreciated his invitation to contribute and thought to share the crowd’s top three trends for 2014:

  1. The “Drive-to-Digital” trend will impact delivery, marketing and service usage;
  2. Payment disruption will increase vis-a-vis new players, technologies and innovations; and
  3. Increased competition from “neobanks” and non-traditional players will accelerate.

Take a read through these and the subsequent seven points offered up.  As Jim writes, “disruption will continue at an unprecedented pace and that the industry will look different this time next year.”

(2) It is hard to escape the reshaping of the banking industry through merger activity; in particular, the return of negotiated, strategic bank combinations.  While in San Francisco a few months ago, I wrote about Heritage Financial’s combination with Washington Banking Co.  Forgive the use of “merger of equals” to describe the deal; however, that misnomer best represents the agreement.  Some see these deals becoming more popular as bankers seek to build value for the next few years in order to sell at higher multiples.  Others cite a desire to create more immediate value through cost cuts and efficiencies.  Regardless of who’s driving and who’s riding, there were quite a few notable deals in 2013; for example, Umpqua and Sterling and the recent “51/49” deal between United Financial Bancorp and Rockville Financial.  I get the sense that more boards will consider deals structured like these to accelerate “scaling up” without utilizing cash as the currency for an acquisition.  Time will tell if I’m right.

(3) Finally, I readily admit my excitement to welcoming men and women from across the country to various Bank Director events next year.  From our BIG M&A conference at the Arizona Biltmore in January to The Growth Conference at the Ritz-Carlton New Orleans in May to a peer exchange for officers & directors at the Ritz-Carlton in San Francisco, we have a lot planned.  These events are a big part of our 23 year-old company’s business — and its pretty darn cool to participate in various conversations that relate to growth, innovation and “what’s working.”  I’m not alone in thinking it is time for bank CEOs and their boards to go on the offensive.  Competing successfully in a marketplace, managing shareholder expectations, overcoming regulatory obstacles, developing talent and leadership for the next generation, and, most of all, ensuring that one’s institution has the option of choosing whether to “acquire or be acquired”… yup, topics galore for me to cover here in 2014.

##

I end every Friday post with a nod to my mother-in-law (who passed away four years ago).  She lived on the Big Island for several years and became quite fond of the “Aloha Friday” tradition; hence, the sign off.  The only Hawaiian saying that puts a bigger smile on my face is today’s title: Mele Kalikimaka!

Can Banking Be Right-Sized?

Size matters?
Size matters?

Although its been said many times, many ways, I can’t tell you what size really matters in banking today. Pick a number…  $500M in asset size?  $1Bn?  $9.9Bn?  Over $50Bn?  7,000 institutions?  6,000?  3,000? Less?  As a follow-up to last week’s guest post by Bank Director magazine’s editor, I spent some extra time thinking about where we are heading as an industry — and the size and types of banks + bankers leading the way.  What follows are three things I’m thinking about to wrap up the week that shows that size matters; albeit, in different ways.

(1) Not a single de novo institution has been approved in more than two years (astonishing considering 144 were chartered in 2007 alone) and the banking industry is consolidating.  Indeed, the number of federally insured institutions nationwide shrank to 6,891 in the third quarter after this summer — falling below 7,000 for the first time since federal regulators began keeping track in 1934, according to the FDIC.  Per the Wall Street Journal, the decline in bank numbers, from a peak of more than 18,000, has come almost entirely in the form of exits by banks with less than $100 million in assets, with the bulk occurring between 1984 and 2011.   I’ve written about how we are “over-capacity;” however, an article on Slate.com takes things to an entirely different level.  In America’s Microbank Problem, Matthew Yglesias posits America has “far far far too many banks…. (that) are poorly managed… can’t be regulated… can’t compete.”  He says we should want the US Bankcorps and PNCs and Fifth Thirds and BancWests of America to swallow up local franchises and expand their geographical footprints.  He sees the ideal being “effective competition in which dozens rather than thousands of banks exist, and they all actually compete with each other on a national or regional basis rather than carving up turf.”  While I have no problem with fewer banks, limiting competition to just the super regional and megabanks is a terrible thought.  Heck, the CEO of Wells Fargo & Co. wrote in the American Banker this August how vital community banks are to the economy.  So let me cite a rebuttal to Slate’s piece by American Banker’s Washington bureau chief Rob Blackwell.  Rob, I’m 100% with you when you write “small banks’ alleged demise is something to resist, not cheer on” and feel compelled to re-share Mr. Stumpf’s opinion:

…we need well-managed, well-regulated banks of all sizes—large and small—to meet our nation’s diverse financial needs, and we need public policies that don’t unintentionally damage the very financial ecosystem they should keep healthy.

(2) To the consolidation side of things, a recent Bank Director M&A survey found 76% of respondents expect to see more bank deals in 2014.  Within this merger mix exists strategic affiliations.  While the term “merger of equals” is a misnomer, there are real benefits of a strategic partnership when two like-sized banks join forces.  Case-in-point, the recent merger between Rockville Bank and United Bank (which will take the United name).  Once completed, the institution will have about $5 billion in assets and be the 4th largest bank in the Springfield, MA and Hartford, CT metropolitan area.  According to a piece authored by  Jim Kinney in The Republican, United Bank’s $369 million merger with the parent of Connecticut’s Rockville Bank “is a ticket to the big leagues for both banks.”  In my opinion, banks today have a responsibility to invest in their businesses so that they can offer the latest products and services while at the same time keep expenses in check to better weather this low interest rate environment.  United Bank’s president-to-be echoed this sentiment.  He shared their “dual mandate in the banking industry these days is to become more efficient, because it is a tough interest rate environment, and continue to grow… But it is hard to grow and save money because you have to spend money to make money.”   Putting together two banks of similar financial size gives the combined entity a better chance to this end.

(3) In terms of growth — and by extension, innovation — I see new mobile offerings, like those from MoneyDesktop, adding real value to community banks nationwide.  This Utah-based tech firm provides banks and credit unions with a personal financial management solution that integrates directly with online banking platforms.  As they share, “account holders are changing. There is an ongoing shift away from traditional brick & mortar banking. Technology is providing better ways for account holders to interact with their money, and with financial institutions.”  By working directly with online banking, core and payment platforms, MoneyDesktop positions institutions and payment providers as financial hubs and offers marketing tools that dramatically impact loan volume, user acquisition and wallet-share.  As technology levels the playing field upon which institutions compete, banks that leverage account holder banking information to solidify relationships bodes well for bank and customer alike.

Aloha Friday!

Bank M&A: Dead, Dying, or Becoming Something Different?

This week, I’ve worked with our team to put the finishing touches on Bank Director’s agenda for our 20th annual Acquire or Be Acquired Conference.  Widely regarded as the financial industry’s premier M&A event, the conference affectionately referred to as “AOBA” attracts bank CEOs, CFOs, Chairmen and outside directors from across the country to Arizona each January.  I keep hearing about the various drivers to doing a deal today — think economics, the burden of government regulation and increasing cost of capital.  As industry and economic headwinds challenge banks both large and small, I can think of no better perspective on what’s going on than that from my friend, colleague and Editor of Bank Director magazine, Jack Milligan.  While I typically share three of my thoughts on About That Ratio each Friday, Jack graciously agreed to author today’s column and share his.  Enjoy! 

Today's guest author, Jack Milligan
Today’s guest author, Jack Milligan

I have written about commercial banks since the mid-1980s and during that time have witnessed three banking crises (the thrift crisis in the late ‘80s soon followed by the commercial real estate crisis in the 1990s and, of course, the global financial crisis that occurred in 2007 and 2008), saw the U.S. Congress pass landmark banking legislation like the Gramm-Leach-Bliley Act of 1999 and Dodd-Frank Act of 2010, reflected upon the death of one regulatory agency (Office of Thrift Supervision) and birth of another (Consumer Financial Protection Bureau), and observed a parade of kings like Walt Wriston, Hugh McColl and Sandy Weill come and go.  But the most significant thing I’ve watched happen during all that time has been the industry’s profound consolidation into an hourglass distribution where a small number of very large banks control a significant majority of the nation’s deposits, and a very large number of very small banks fight for what’s left.

This trend of consolidation coincidentally also began in earnest in the 1980s – and in fact the first banking story I ever wrote was about (if memory serves) post-merger integration.  We just dipped below 7,000 banks in the United States (6,891 to be exact according to the FDIC), which seems like a good time to reflect on the question of how much more consolidation will occur.  We all know that bank merger activity has dropped precipitously since the global financial crisis, and we all know why.  In the maelstrom of the worst economic downturn since the Great Depression, in which the industry’s asset quality looked like it had been riddled by a machine gun, only a few large banks had the financial strength and appetite to acquire another institution, often with some form of government assistance.  Normal M&A was for all practical purposes dead.

Since the crisis has abated and the U.S. economy has gradually stabilized, some level of M&A has returned – but certainly not to pre-crisis levels.  Last year there were 129 healthy bank acquisitions for a total of $11.9 billion, and the deal total and aggregate dollar value for 2013 might be even lower.  In 2007 there were 235 bank deals for a total value of $71 billion.  But even those numbers pale in comparison to the halcyon days of late 1990s, when the average annual deal flow was twice that and aggregate values were in the hundreds of billions of dollars.  Many banks, buyers and sellers alike, have been waiting for the M&A market to kick back in – but to what?  To the 2007 level? Or to something closer to 1998, when there were 475 bank deals?  It is theoretically possible that the M&A market will never revive and the industry won’t consolidate much more than it already has.

In a recent piece in the American Banker, financial writer and researcher Harvey Winters reasons, correctly, that there are many small banks in rural locales like Nebraska that aren’t attractive takeover candidates and won’t ever be consolidated.  Winters says there might never be an M&A spring so-to-speak in such isolated and (from the perspective of an acquirer) unattractive markets.  The country’s very large banks that are still under the nationwide deposit cap and theoretically could grow larger through acquisitions are also being waved off by their regulators who today are much more concerned about the systemic risk that very large banks pose to the financial system than they were before the crisis.

In the good old days, large aggressive acquirers that were assembling nationwide banking franchises just as fast as they could helped drive the rest of the M&A market.  But those buyers are all gone, at least for now.  My own view is that bank M&A (and therefore consolidation) isn’t dead, but it is becoming something different.  I think we’ll see the rise of middle-market consolidators that have the capital and the skills to assemble their own intrastate, and later regional, franchises.

A perfect example is Richmond, Virginia-based Union First Market Bancshares’ recent acquisition of Charlottesville, Virginia-based StellarOne Corp.  Union First had $4 billion in assets and StellarOne $3 billion, and the combined $7-billion asset institution now bills itself as the largest community bank in Virginia — which is to say the largest bank that isn’t named Bank of America, Wells Fargo, etc.  The new First Union may continue to consolidate the Virginia market, or perhaps venture into neighboring Maryland or North Carolina, or maybe do all three.  If I am correct, we will eventually see the emergence of a new tier of banks in the $10 billion to $50 billion range that will consolidate attractive banking markets like Virginia and help drive consolidation into yet another phase.  There are many small banks that will never attract a buyer, and a handful mega-banks that will never do another acquisition, but that doesn’t mean that bank consolidation has reached a dead-end.

##

Jack Milligan is the Editor of Bank Director magazine, a position to which he brings over 30 years of experience in financial journalism organizations.   Jack’s professional background includes stints as editor in chief of U.S. Banker, a leading magazine covering the banking industry; editor in chief at SNL Financial, a research and publishing company specializing in financial services; and general editor at Institutional Investor, a prominent financial magazine.  He’s on Twitter (@BankDirectorEd) and LinkedIn if you want to follow/connect with him.