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2017 Bank M&A Statistics

January 3, 2018

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2017 Bank M&A Statistics

January 3, 2018

Authored by: Robert Klingler

It looks like we’ll end 2017 with a total of 263 bank and thrift transactions, representing a slight increase in the number of deals over 2016 (250), but well below 2014 and 2015 levels (307 and 294, respectively).  However, in light of the decline in total number of banks (and the dearth of de novo activity), 2017 basically equaled 2014 and 2015 transaction activity, with approximately 4.5% of institutions at the beginning of the year exiting through a business combination.  (2016’s 250 transactions represented approximately 4.0% of the outstanding banks at the beginning of 2016.)

Until and unless we see more de novo activities, it seems unlikely that we will return to 300 transactions in any given year.  However, on an annualized basis, the fourth quarter of 2017 saw 296 transactions!  Were 2018 to keep up that pace, over 5% of the remaining banks in the country would need to sell.  Each institution’s decision to sell remains subject to a number of unique considerations, but, if anything, it would seem the percentage of institutions selling in any given year would likely decline rather than increase going forward.

We are strong proponents of the proposition that “banks are sold, not bought.”  The fact that there remain a number of institutions looking to grow by completing acquisitions is thus unlikely to fundamentally change the number of transactions in any particular year.  Conversely, the age and stage of banks in the industry (and that of their management teams) remains a critical component of many sale determinations.  As we continue to see a shrinking universe of financial institutions, it stands to reason that we will also continue to see a decline in the number of institutions that decide a sale is the right strategic decision in any particular year.

2017 reflected, consistent with recent trends, a continued increase in the average price-to-book multiple paid in bank transactions.  While the average price-to-book multiple in 2014, 2015 and 2016 were each approximately 1.3 times book, average pricing in 2017 rose to almost 1.6x book.  This level of pricing likely continues to serve as a negative deterrent to de novo formation, as it’s much easier to build a broadly attractive investment model if it includes a sale for 3x book in 5 years (or less).  Looking at a more granular, quarterly, level, it would appear that the 2017 increase is likely tied to the “Trump bump” in bank stock prices.  The average price-to-book multiple rose to 1.4x in the fourth quarter of 2016 (which included pre-and post- Trump bump prices), and then jumped up 1.5x to 1.6x for each quarter in 2017.

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Tax Reform for Sub S Banks and a 2017 Year-end M&A Review

December 29, 2017

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the-bank-accountOn the latest episode of The Bank Account, Jonathan and I analyzed the Rose Bowl, pitting Jonathan’s Georgia Bulldogs against Jonathan’s In-Laws’ Oklahoma Sooners.  With critical generational analysis, Jonathan won me over to support Kirby Smart and the Georgia Bulldogs; I simply have to support Generation X over a Millennial. We then turned our focus to on-topic banking issues: the impact of tax reform on Subchapter S banks and a look in review at the 2017 banking m&a market.

For Subchapter S institutions, tax reform offers/requires a re-evaluation of the tax consequences of a Subchapter S tax election.  While institutions regularly assess the overall tax difference involved in a Subchapter S tax election at the time of making the election, that analysis is often then put in the closet, and only rarely re-addressed upon future strategic decisions.  However, with the decline in the corporate tax rate to 21%, it now behooves Subchapter S institutions, particularly those that retain a significant amount of their earnings to support future growth, to update that analysis. Jonathan and I discuss some of the factors affecting that analysis, as well as the timing implications to make effective for 2018.

Looking at the final M&A statistics for 2017, it looks like we’ll end the year with a slight uptick in the number of deals (259, up from 250 in 2016), but remain significantly below 2014 and 2015 levels.   In addition, the average size of the selling banks in 2017 has declined significantly (almost 25% smaller, based on averages).  Jonathan and I discuss these trends, and make a few predictions on M&A going forward.

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Acquire or Be Acquired 2018 M&A Simulation

December 19, 2017

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We are looking forward to running the M&A Simulation at Bank Director’s 2018 Acquire or Be Acquired Conference with our friends at FIG Partners.  This is the second year we’ve teamed up with FIG Partners to present a simulation of the community bank merger and acquisition sale process.  We’ve identified the basics of this year’s fictional banks, and are looking forward to another exciting simulation.

The simulation is an exclusive session at Acquire or Be Acquired, is open to 45 bank attendees only and fills up quickly.  If you’re planning to attend AOBA and want to ensure your spot in the simulation, please contact us.  If you’re interested in attending and haven’t already registered the conference, please contact us to receive our sponsorship code for a $400 discount.

The 2017 simulation involved competing bidders for a billion dollar community bank, identified as Bank A.  Bank B, a $1.3 billion institution, offered a merger of equals opportunity, hoping that one plus one could equal three, while Bank C, a $6 billion institution with strong organic growth, was able to win the hearts and minds of Bank A with a strong all stock offer.  The simulation ultimately mirrored what we often see, small buyers must be very creative or seek opportunities that are not coveted by larger, more highly valued public buyers. See our write-up of the 2017 M&A Simulation for additional information.

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Bank CEO’s Success Strategies; A Conversation with DHG Financial Services

December 15, 2017

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the-bank-accountOn the latest episode of The Bank Account, I had a conversation with Suzanne Donner and Bill Walton of DHG Financial Services to discuss their new whitepaper on the insights of top performing community bank CEOs.   DHG Financial Services conducted a series of interviews with the CEOs of 22 top performing community banks and has compiled their insights into a fantastic white paper.  I was honored to receive an advance copy, and was thrilled to have Suzanne and Bill join me to discuss their findings.

The financial performance of the 22 banks selected demonstrates that they’re doing something right.  ROAA for the group was 1.82% and ROAE was 18.19%.  At the same time, the banks enjoyed a Texas Ratio of less than 10% and an efficiency ratio of just 52.76%.

On the podcast, we discussed each of the three main areas of the white paper: areas in which the top performing community banks are clearly “ahead of the curve;” areas in which the banks are “on the curve;” and areas in which they see emerging risks. DHG’s research suggests that, collectively, these top-performing community banks are ahead of the curve when it comes to their strategic focus, talent caliber and relationships. They are on the curve (and for the most part, comfortably so), in their use of technology for the customer experience, determining success metrics and growth, and strategic planning.  Among the emerging risks and opportunities for community banks to shape the future, top performers generally focused on their responses to the emergence of millennials, as well as the advent of big data analytics.

I’m biased, but I think it’s a great conversation and a great white paper.  There are obviously a lot of resources out there about the industry, but I think this is close to a “must-read” for community bank executives and directors.

To request a copy of the full white paper, contact DHG Financial Services at benchstrength@dhgllp.com.

 

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Snow, Cybersecurity and Data Breaches with Jena Valdetero

December 12, 2017

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the-bank-accountOn the latest episode of The Bank Account, Jonathan and I were joined by our Chicago partner, Jena Valdetero, to discuss snow, cybersecurity and data breaches.  While Jena would normally be the one dealing with winter weather, it was Jonathan and myself watching the snow fall in Atlanta while Jena enjoyed a relatively warm, sunny day in Chicago.

Jena is part of Bryan Cave’s Data Privacy and Security Team, and joined us to discuss some of the current threats in cybersecurity and some of the steps that banks (and bank customers) should be taking, as well as offering some thoughts on how banks can assist their customers in minimizing the ever present cybersecurity risk.

Among the resources discussed by Jena were:

And I’m going to go change my passwords now….

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Thanksgiving: Regulatory Relief and Tax Reform

November 21, 2017

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the-bank-accountOn the latest episode of The Bank Account, Jonathan and I discuss two business reasons for bankers to be thankful this holiday season, the Senate’s proposed regulatory relief legislation and legislative efforts for tax reform.

The Senate Banking Committee has released the text of proposed legislation providing real regulatory relief to community banks.  With ten Republican co-sponsors and nine Democratic co-sponsors, the measure would appear to have better odds than prior regulatory reform actions.   That said, no action is expected until sometime in 2018, and we’re still a long way away from adopted legislation.  The proposed legislation provides for significant regulatory relief for community banks, including:

  • a regulatory “express lane” for community banks with sufficient leverage capital ratios;
  • a limited exemption from the brokered deposit restrictions for CDARS and other reciprocal deposits;
  • Volcker Rule relief for traditional banks will less than $10 billion in assets;
  • an increase in the Small Bank Holding Company Policy Statement threshold from $1 billion to $3 billion; and
  • an increase in the threshold for an 18-month exam cycle for healthy institutions from $1 billion to $3 billion.

Without attempting to predict how the tax reform legislation will ultimately end up, we also look at a few key provisions of the proposed house and senate versions of the Tax Cuts and Reforms Act.  One item discussed is the potential impact on deferred tax assets, including the likely hit to existing deferred tax asset valuations and the elimination of net operating loss carry-forwards going forward.  We also spend a fair amount of time addressing the need for all Subchapter S banks to begin the process of exploring the impact of the prospective reforms, particularly as it relates to the tax treatment for shareholders that are active in the bank’s management.  As Sub S elections have to be withdrawn by March 15th to be effective for the whole year, the time to start planning is now!

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All Dressed Up with No Place to Go

November 3, 2017

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All Dressed Up with No Place to Go

November 3, 2017

Authored by: Robert Klingler

the-bank-accountOn the latest episode of The Bank Account, Jonathan and I discuss the prospects and alternatives for a small bank that finds itself without an interested buyer.   Frequently, we are finding clients and other depository institutions that have reached the internal decision that it’s time to sell, but when they check the market, the anticipated buyers are either not available, not interested, or at least not as interested as expected/hoped.

Before getting to those topics, we have a brief foray into me trying to avoid talking about college football, as well as updates on the proposed tax reform act and the announcement of the appointment of Jerome Powell to serve as Chair of the Federal Reserve Board.

Among the alternatives discussed:

  • A sale to a credit union;
  • A sale to a non-bank buyer;
  • A merger of equals, strategic merger, or stepping stone transaction; and
  • Longer term planning to set up the bank for a future sale.
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A Potpourri of Bank Regulatory News

October 16, 2017

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On the latest episode of The Bank Account, Jonathan and I discuss a veritable hodgepodge of new regulatory pronouncements, including the CFPB’s small dollar loan rule and the OCC’s guidance on CRA ratings.  But before we got to the bank regulatory issues, Jonathan first had to seek my opinion on the new Florida Gator jerseys (pictured).  I’m actually fairly proud in my restraint.  For the handful of listeners who enjoy this banter, I encourage you to view these rejected Florida Gator uniforms.  For those that wish we’d stick with banking, I assure you my interest in discussing college football has reached another low after this weekend.

the-bank-accountWe also encourage our listeners to check out the American Bankers Association’s new podcast, the ABA Newsbytes Podcast.  While we’re happy for you to listen to our podcast over and over again, we recognize that it has diminished value starting with the third listen, and encourage you to explore other podcasts as well.

The potpourri of topics discussed include:

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Basel III Treatment of DTAs and MSAs

October 9, 2017

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We have heard, read and seen (and internally had) some confusion regarding the joint proposed rulemaking regarding the potential simplification of the capital rules as they relate to Mortgage Servicing Assets (MSAs) and certain Deferred Tax Assets (DTAs).

In addition to simply being complicated regulations, the regulators also have two proposed rulemakings outstanding related to these items. In August 2017, the banking regulators jointly sought public comment on proposed rules (the “Transition NPR“) that proposed to extend the treatment of MSAs and certain DTAs based on the 2017 transition period. Then, in September 2017, the banking regulators jointly sought comment on proposed rules (the “Simplification NPR“) that proposed to alter the limitations on treatment of MSAs and certain DTAs (and also addressed High Volatility Commercial Real Estate or HVCRE loans).

The Simplification NPR also addressed the interplay of the Simplification NPR and the Transition NPR. The Simplification NPR provided that the Transition NPR, if finalized, would only remain effective until such time as the Simplification NPR became effective. Accordingly, the Simplification NPR, if adopted, will ultimately control, with no transition periods for MSAs and certain DTAs following January 1, 2018.

Net Operating Loss DTAs

Importantly, neither the Transition NPR nor the Simplification NPR have any affect on the Basel III capital treatment net operating loss (NOL) DTAs. DTAs that arise from NOL and tax credit carryforwards net of any related valuation allowances and net of deferred tax liabilities must be deducted from common equity tier 1 capital. Through the end of 2017, the deduction for NOL DTAs are apportioned between common equity tier 1 capital and tier 1 capital. In 2017, 80% of the NOL DTA is deducted directly from common equity tier 1 capital, while the remaining 20% is separately deducted from additional tier 1 capital. Starting in 2018, 100% of the NOL DTA will be deducted from common equity tier 1 capital.

The end of the transition period will have the effect of lowering the common equity tier 1 capital ratio of all institutions with NOL DTAs, although the tier 1 capital and leverage ratios should remain unchanged. This impact is entirely unaffected by the adoption (or non-adoption) of the Transition NPR and/or Simplification NPR.

Similarly, other aspects of NOL DTAs are unaffected by the proposed rules. Specifically, (i) GAAP still controls the appropriateness of valuation allowances in connection with the DTA, (ii) tax laws still control the length of time over which DTAs can be carried forward, and (iii) Section 382 of the Internal Revenue Code still controls the limitation (and potential loss) of DTAs upon a change in control of the taxpayer.

Temporary Difference DTAs

Unlike Net Operating Loss DTAs, DTAs arising from temporary differences between GAAP and tax accounting, such as those associated with an allowance for loan losses and other real estate write-downs, can be included in common equity tier 1 capital, subject to certain restrictions. To the extent that such DTAs could be realized through NOL carryback if all those temporary differences were deemed to have been reversed, such DTAs are includable in their entirety in common equity tier 1 capital. Essentially, to the extent the temporary difference DTAs could be realized by carrying back against taxes already paid, then such DTAs are fully includable in capital. Carryback rules vary by jurisdiction; while federal law generally permits a bank to carry back NOLs two years, many states do not allow carrybacks.

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Storytelling by Walt

October 5, 2017

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Storytelling by Walt

October 5, 2017

Authored by: Robert Klingler

As Jonathan and I mentioned on our podcast on succession planning a few weeks ago, our patriarch and founding father, Walt Moeling, formally retired at the end of 2016.  However, his knowledge and influence continue to permeate almost everything we do (and he still has the same office down the hall).  One of the ways that influence can be seen continues to be in our use of stories originally told to us by Walt.  Of course, his storytelling ability has been noticed, including by the press. Several years ago, as part of our succession planning, we began chronicling some of those stories.  What follows is what I wrote two years ago…

In early 2010, our clients were dropping like flies, with one or two clients failing every Friday. Even as one client entered receivership, we were each likely working with three or four others that were on the same path. (Each was a horror movie, and we knew exactly how it would play out, even if our clients held out optimism each time that, for whatever reason, their story would play out differently.)

Walt and I were on the phone with one such client who had just passed the 2% leverage ratio threshold, and was in discussions on next steps.  The executives were worried about how their employees would handle the receivership. Walt, as usual, slipped into a story about another (former) client that had been a client for years. Whenever Walt called, the president’s administrative assistant, Nancy, would answer the phone and chat with Walt before tracking down the bank’s president. Walt shared how he had listened as Nancy became increasingly depressed as the bank’s condition had deteriorated.

In his best Southern belle, falsetto, voice, Walt would demonstrate the decreasing pep in Nancy’s voice. From an upbeat “Good Morning, Walt!” to more and more depressing “Oh, Walt, things are hard, but we’re trying.” In the weeks leading up to that client’s receivership, Walt himself became increasingly saddened by Nancy’s stress. Calls now usually started “Oh, Walter, things are rough.

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