Look At Who Is Attending Acquire or Be Acquired

In just 20 days, we raise the lights on our 23rd annual Acquire or Be Acquired Conference.  This is Bank Director’s biggest event of the year, one primarily focused on banking’s “great game” — mergers and acquisitions.  My team has spent considerable time and energy developing a spectacular event focused on growth-related topics that range from exploring a merger to preparing for an acquisition; growing loans to capturing efficiencies; managing capital to partnering with fintech companies.  To see the full agenda, click here.

Widely regarded as one of the banking industry’s premier events, we have more than 1,000 people registered to attend AOBA later this month — an all-time high.  We couldn’t do this alone, and over the course of these 2 ½ days, executives from many of our industry’s leading professional services firms and product companies share their perspectives on “what’s now” and “what’s next.”  I invite you to take a look at all of the corporate sponsors joining us:

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As I shared in a recent post, bank executives and their boards face some major issues without clear answers.  Before heading out west, I’ll share more about the banks (and 660+ bankers) joining us at the JW Marriott Phoenix Desert Ridge Resort & Spa.  Until then, I invite you to learn more about the companies supporting this conference by hopping over to bankdirector.com. To follow the conversations happening around this conference on Twitter, I’m @aldominick and we are using #AOBA17.

What To Do With FinTech

For the 699 financial institutions over $1Bn in asset size today, the drive to improve one’s efficiency ratio is a commonly shared goal.  In my mind, so too should be developing relationships with “friendly” financial technology (FinTech) companies.

By Al Dominick // @aldominick

Small banks in the United States — namely, the 5,705 institutions under $1Bn in assets* — are shrinking in relevance despite their important role in local economies.  At last week’s Bank Audit & Risk Committees Conference in Chicago, Steve Hovde, the CEO of the Hovde Group, cautioned some 260 bankers that the risks facing community banks continue to grow by the day, citing:

  • The rapid adoption of costly technologies at bigger banks;
  • Declining fee revenue opportunities;
  • Competition from credit unions and non-traditional financial services companies;
  • Capital (in the sense that larger banks have more access to it);
  • An ever-growing regulatory burden; and
  • The vulnerability all have when it comes to cyber crime.

While many community banks focus on survival, new FinTech companies have captured both consumer interest and investor confidence.  While some of the largest and most established financial institutions have struck relationships with various technology startups, it occurs to me that there are approximately 650 more banks poised to act — be it by taking the fight back to competitive Fintech companies or collaborating with the friendly ones.

According to John Depman, national leader for KPMG’s regional and community banking practice, “it is critical for community banks to change their focus and to look for new methods, products and services to reach new customer segments to drive growth.”  I agree with John, and approach the intersection of the financial technology companies with traditional institutions in the following manner:

For a bank CEO and his/her executive team, knowing who’s a friend, and who’s a potential foe — regardless of size — is hugely important.  It is also quite challenging when, as this article in Forbes shows, you consider that FinTech companies are easing payment processes, reducing fraud, saving users money, promoting financial planning and ultimately moving our giant industry forward.

This is a two-sided market in the sense that for a FinTech founder and executive team, identifying those banks open to partnering with, investing in, or acquiring emerging technology companies also presents great challenges, and also real upside.  As unregulated competition heats up, bank CEOs and their leadership teams continue to seek ways to not just stay relevant but to stand out.  In my opinion, working together benefits both established organizations and those startups trying to navigate the various barriers to enter this highly regulated albeit potentially lucrative industry.

*As of 6/1, the total number of FDIC-insured Institutions equaled 6,404. Within this universe, banks with assets greater than $1Bn totaled 699. Specifically, there are 115 banks with $10Bn+, 76 with $5Bn-$10Bn and 508 with $1Bn – $5Bn.

Quick Guide: Bank Mergers & Acquisitions

Mergers & Acquisitions will continue to serve as one of the biggest revenue drivers for banks in the United States.

By Al Dominick // @aldominick

I’m in Chicago to host Bank Director’s annual Bank Audit & Risk Committees Conference, an exclusive event for Chief Executive Officers, Chief Financial Officers, Chief Risk Officers, Chairmen and members of the board serving on an audit or risk committee.  As I reviewed my speaker notes on yesterday’s flight from D.C., it strikes me that of all of the risks facing a bank’s key leadership team today — e.g. regulatory, market, cyber — knowing when to buy, sell or grow independently has to be high on the list.

While we welcome officers and directors to a series of peer exchanges and workshops today, the main conference kicks off tomorrow morning. To open, we look at the strategic challenges, operating conditions and general outlook for those banks attending this annual event.  With public equities and M&A valuations at multi-year highs, numerous institutions having raised capital to position themselves as opportunistic buyers and sellers continuing to take advantage of a more favorable pricing environment, I thought to share three points about bank M&A for attendees and readers alike:

  1. In 2014, there were 289 whole-bank M&A transactions announced (and 18 failed-bank transactions) for a total of 307 deals. Through the first quarter of this year, there have been 67 whole-bank M&A transactions announced and just 4 failed-bank transactions.
  2. KPMG’s annual Community Banking Outlook Survey illustrates that M&A will be one of the biggest revenue drivers for community banks over the next three years, especially as community banks face the need to transform their businesses in an effort to reach new customer segments and streamline their operations.
  3. The continued strengthening of transaction pricing — with 2015 transaction multiples at the highest levels since 2008 — is an important and emerging trend.

According to Tom Wilson, a director of investment banking with the Hovde Groupmany of the factors driving the current M&A cycle have been well documented and remain largely unchanged.  These include improving industry fundamentals, increased regulatory costs, net interest margin compression in a low rate environment, industry overcapacity and economies of scale.  As he notes, while those themes have been playing out in various forms for several years, some additional themes are emerging that are significantly impacting the M&A environment; for example, “the advantages of scale are translating to a significant currency premium. For years we have seen a significant correlation between size, operating performance and currency strength. Lately, that trend has become a significant currency advantage for institutions with greater than $1 billion in assets and resulted in smaller institutions being constrained in their ability to compete for acquisition partners because of a weaker valuation.”

Moreover, an industry outlook published by Deloitte’s Center for Financial Services earlier this year says that the “M&A activity seen in 2014 is likely to continue through 2015, driven by a number of factors: stronger balance sheets, the pursuit of stable deposit franchises, improving loan origination, revenue growth challenges, and limits to cost efficiencies.” However, their 2015 Banking Outlook also acknowledged that “as banks move from a defensive to an offensive position to seek growth and scale, they should view M&A targets with a sharper focus on factors such as efficiencies, growth prospects, funding profile, technology, and compliance.”

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For those looking for more on bank M&A, let me suggest a read of our current digital issue (available for free download through Apple’s App Store, Google Play and Amazon.com).  In it, we look at how to “bullet-proof” your deal from shareholder lawsuits and have a great video interview with ConnectOne Bank’s CEO, Frank Sorrentino, who talks about how his bank fought back against fee-seeking shareholder activists.  To follow the conversations from the JW Marriott and Bank Director’s annual Bank Audit & Risk Committees Conference, check out #BDAUDIT15, @bankdirector and @aldominick.

Risk Management: Most Certainly An Ongoing Process

Next week, Bank Director releases its annual Risk Practices Survey.  In advance of that report, let me share an excerpt from a risk management-focused piece by KPMG’s Lynn McKenzie and Edmund Green — How a Board Can Credibly Challenge Management on Risk — that foreshadows some of the results. 

As our industry evolves, banks increasingly rely on complex models to support economic, financial and compliance decision-making processes. Considering the full board of a bank is ultimately responsible for understanding an institution’s key risks — and credibly challenging management’s assessment and response to those risks — let me share the eight considerations that KPMG wrote about for board members as they evaluate their risk oversight.

(1) Do our board members (particularly directors on audit or risk committees) know our bank’s top enterprise risks — those that threaten our bank’s strategy, business model, or existence?

(2) Does our bank have a formal risk management process? Do directors know how management identifies and manages risks, both existing and emerging, and if there is a process of accountability? Does the board have comfort that management has the proper talent to manage today’s risks?

(3) Does the bank have a formal risk appetite statement? If not, how does the board oversee that management is not taking risks outside of the bank’s stated risk tolerance? Is there a protocol to escalate a risk issue directly to the board? Is there evidence that management recognizes the critical need to timely communicate risk issues to board members? Is there a process for the board to evaluate the impact of compensation on management’s risk-taking?

(4) As the bank takes on new initiatives or offers new products and services, does the board understand the process to evaluate the risks prior to decisions being made? Is there a clear threshold for when items need to be brought to the board before finalizing a decision?

(5) In examining management’s reporting process, are directors concerned whether they are getting relevant data? Are they getting so much detail that it cannot be absorbed? Are they getting data at such a high level that it’s impossible to evaluate risk?

(6) Does the board recognize that risk management done well adds competitive advantage and value by addressing gaps in operations? Viewing risk management solely as a compliance function increases the chances of wasting time and money.

(7) Is the board ensuring that, in dealing with the regulators, the bank is “getting credit’’ for the risk management activities it is doing well by being able to describe the programs that have been instituted—or actions taken—that will enable the bank to “harvest value” from its enterprise risk management process?

(8) Finally, given the importance of “tone at the top,’’ are directors satisfied that the proper culture of “doing the right thing’’ exists across the organization?

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As many know by now, the 2,300+ page 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.  Not surprisingly, many institutions under these thresholds have similarly established committees and recruited executives into their bank.

By taking a more comprehensive approach to risk management, I continue to see institutions reap the benefits with improved financial performance… and yes, this too foreshadows next week’s research report.  To view the entire KPMG article, here is the link (don’t worry, no registration required).  I’ll post more about the Risk Practices Survey along with a link to both the full results and summary report here next week.

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

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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.

Time To Sell The Bank?

From the the appeal of spreading into new geographies to the attractiveness of acquiring exceptional talent to drive new sources of revenue, the need and desire to grow exists at virtually every financial institution. For those pursuing another bank, a merger or acquisition (M&A) provides an avenue to drive earnings while improving operating leverage, efficiency and scale. I have written about M&A from a potential buyers point-of-view (e.g. Acquire or Be Acquired – Sunday Recap); today’s piece flips the script and highlights three issues that may precipitate a sale.

Compliance Costs

Banks are facing some very significant challenges in the years ahead — and not just from consolidation.  As KPMG shared in its An Industry At a Pivot Point, “the costs and time stresses created by the regulatory environment are not going away, and will continue to affect four areas for banks: strategy and business models, interactions with customers and client assets, data and reporting structures, and governance and risk capabilities.”  Certainly, the sharply increased cost of regulatory compliance might lead some to seek a buyer; others will respond by trying to get bigger through acquisitions so they can spread the costs over a wider base.

Capital Concerns

Some banks will have to raise capital just to meet the Basel III requirements, while others will have to raise capital to do an acquisition or support their organic growth. The required levels are so much higher now that banks will have to manage their capital much more closely than they did before.  (*If you’re looking for a central resource for the many ongoing regulatory changes that are reshaping bank capital and prudential requirements in the United States, take a look at Davis Polk’s excellent Capital and Prudential Standards Blog.)

Earnings Pressure

As the attractiveness of branch networks and deposit franchises dwindles, lack of top-line growth will lead to further industry consolidation. With little overall changes in our economy, in-market mergers between banks with significant overlap in branches and operations offer tremendous cost-saving opportunities when done skillfully.

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To comment on this piece, click on the green circle with the white plus sign on the bottom right. Aloha Friday!

Giving Thanks

Winston Churchill once said, “a pessimist sees the difficulty in every opportunity; an optimist sees the opportunity in every difficulty.”  I believe we all aspire to see the proverbial glass as half full — so this quote is one I thought to share as we wrap up this Thanksgiving week.  As I do each Friday, what follows are three things I’m thinking about; in this case, what I’m grateful for — in a professional sense — that reflects Churchill’s sentiment.

(1) The Harvard Business Review ran a piece this April entitled Three Rules for Making a Company Truly Great.  It began “much of the strategy and management advice that business leaders turn to is unreliable or impractical. That’s because those who would guide us underestimate the power of chance.”  Here, I want to pause and give thanks to my tremendous colleagues at Bank Director — dreamers and implementors alike — who prove that fortune really does favor the prepared mind (and team).

(2) I believe that leadership is a choice and not a position.  As a small company with big ambitions, I find that setting specific directions — but not methods — motivates our team to perform at a high level and provide outstanding support and service to our clients.  This parallels the principle value of McKinsey & Co., one eloquent in its simplicity: “we believe we will be successful if our clients are successful.”  I read this statement a number of years ago, and its stuck with me ever since.  As proud as I am for our company’s growth, we owe so much to the trust placed in us by nearly 100 companies and countless banks.  Personally, I am in debt to many executives for accelerating my understanding of issues and ideas that would take years to accumulate in isolation.  Since returning to Bank Director three years ago, I have been privileged to share time with executives from standout professional services firms like KBW, Sandler O’Neill, Raymond James, PwC, KPMG, Crowe, Grant Thornton, Davis Polk, Covington, Fiserv… and the list goes on and on.  These are all great companies that support financial institutions in significant ways.  Spending time with executives within these firms affords me a great chance to hear what’s trending, where challenges may arise and opportunities they anticipate for their clients.  As such, I am thankful to be in a position where no two days are the same — and my chance to learn never expires.

(3) Finally, I so appreciate the support that I receive from my constituents throughout our industry.  It might be an unexpected compliment from a conference attendee, a handwritten thank you note from a speaker or the invitation to share my perspectives with another media outlet.  Regardless of how it takes shape, let me pay forward this feeling by thanking our newest hires, Emily Korab, Taylor Spruell and Dawn Walker, for expressing an interest in the team we’ve assembled and goals we’ve set.  Taking the leap to join a company of 17 strong might scare some towards larger organizations, but I’m really excited to work with all three and expect great things from each.

A late Happy Thanksgiving and of course, Aloha Friday!

This part of Washington remains open

Happy hour comes earlier to the District these days...
Happy hour comes earlier to the District these days…

Nothing political on About That Ratio today.  Business as usual here in our D.C. office.  Sure, the streets might be emptier, but as you can tell from this picture of the Dubliner (outside our offices), 5:00 just comes a little earlier these days.

(1) I wrote about payments, and Bitcoin, a few weeks ago.  On Wednesday, Bloomberg ran a piece called “If This Doesn’t Kill Bitcoin, What Will?” In case you missed it, the alleged operator of the Bitcoin-based online marketplace Silk Road was arrested in San Francisco on Tuesday on money-laundering and narcotics-trafficking charges.  While the Bloomberg piece lays out some pretty crazy things (e.g. a murder-for-hire plot), it does invite a broader discussion on the viability of Bitcoin or other virtual currencies.  As the author shares, this week’s event “highlights how using an ostensibly untraceable currency makes for a lovely invitation to blackmailers.”  Lovely indeed, and certainly not the end of the debate about Bitcoin’s future.

(2) As I pondered the future of payment networks like this, I found myself reading a blog authored by Jim Marous: “It’s Time for Banks & Credit Unions to Embrace Change.” Jim’s a good follow on twitter (@JimMarous) and I really like the KPMG report he cites in his post (Reshaping Banking in a Dynamic Business and Regulatory Climate). Jim opens with a disheartening truth: while “technology and distribution channels have changed, banks and credit unions are still faced with many of the same strategic challenges we talked about 20 years ago.”  A good primer for anyone preparing their 2014 strategic plans.

(3) Finally, a tip of the cap to American Banker for their article on Georgia Commerce’s agreement to buy Brookhaven Bank in Atlanta.  As they write, this is a sign that in some parts of the country, “it is becoming more financially advantageous to sell out instead of raising capital.”  When Selling a Bank Becomes Preferable to Raising Capital requires a subscription to AB; however, its clear to me that industry and economic headwinds challenge banks both large and small. In a sense, the boards’ decision to merge shouldn’t surprise but may inspire other community bank CEOs and their directors to consider staging an exit rather than gearing up for a capital raise.

Before wishing everyone a great Friday, let me single out our Associate Publisher, Kelsey Weaver, and wish her the best of luck as she moves home to Nashville next Monday. Fortunately she will remain with our team; our happy little D.C. office, however, will not be the same.  ##WWGS

Aloha Friday!

Three out of Four Say…

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Last week, I shared that Cullen/Frost acquired another institution in Texas.  A stalwart of community banks, many analysts and investors cite their strength as proof that M&A isn’t a necessity to grow one’s business.  Still, organic growth has yet to return to the degree to which was hoped for by many other bankers at this point.  So with apologies to Deloitte, the following three points from members of the accounting world’s “Big Four” focus on the strategies some might consider to build their franchise value without requiring an acquisition.

(1) KPMG’s John Depman writes about the “unprecedented change afoot in the banking industry.”  In his view, technology is rapidly evolving and it’s changing consumer expectations about how banks should be serving them.  He carries this message throughout his “Community Banks That Fail to Leverage Technology May Become Obsolete” piece that is up on BankDirector.com.  According to John, community banks have been slower to embrace technology as a means to interact with and serve customers.  In doing so, they risk becoming obsolete.  To this end, he shares a number of key issues that directors and boards need to consider and subsequently work with senior management to address.  These range from “customer loss vs. investment return” to evaluating bank branch strategies.  Ultimately, “the model that defined our industry for generations has now been turned on its head.  The road to transforming your community bank won’t be short.  But, it’s a road that must be taken.”

(2) Keeping to this transformation theme, PwC’s Financial Services Managing Director, Nate Fisher, highlights how banks can align their pricing structure by using data from customer preferences, purchasing patterns and price sensitivity.

 

(3) Finally, banks continue to report increases in mobile banking usage, at least, according to a July 30th piece that ran in American Banker’s “Bank Technology News.”  There, they recognize the latest “Mobile Banking Intensity Index” which shows how features like mobile check deposit continue to be adopted quickly.  This lines up with a number of tweets I’ve recently seen from Ernst & Young (“EY”).  Some relate to the banking industry coping with the challenges of the mobile money ecosystem.  Others refer to the strategies that are emerging, and potential pitfalls to be avoided “in a landscape where competitors include businesses (telecoms and tech firms, for instance) that until recently had nothing to do with financial services.”  According to EY, in 2001, there was only one mobile payment system in the market. Today, there are 150 in everyday use and 90 more in development. Wow…

Aloha Friday!