Six Priorities for Successful Post-Merger Integration

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Is your bank properly resourced for an efficient and effective post-merger integration?

Most banks head into post-merger integration with long to-do lists but find they are not equipped with the people, processes and technology integral to achieving valuable post-close results. Managing data, applications, and infrastructure to integrate the target company to drive the return your institution is expecting is critical to the merger’s success.

Depending on the scope and scale of each transaction, the first 120 days can vary greatly. Boards and executives should keep these six priorities in mind when planning the days following the merger for a smoother transition to full integration. A well-executed and communicated plan avoids delays, unnecessary costs and long-term unfavorable consequences.

Document everything, assume nothing. Memorialize the value creation strategy. What is the integration approach? Where is the value? And what’s the time frame to realize this value? When a bank defines these goals, it allows the integration team to set the right priorities. Communicate it and then communicate it again, and again.

Prioritize consistent communication between key players. The right hand needs to know what the left hand is doing. That does not mean constant meetings between every member of the integration team, but the moving pieces — for example, the merger and acquisition leaders, operations and the finance team — must regularly sync. Boards need to set an expectation for communication cadence early.

Agree on the integration approach. Is this acquisition an absorption, holding, value creation or integration? Agreeing on what the end game looks like creates a solid, common vision and strategy, quiets the noise around non-priorities for the near term and universally defines what success looks like in zero to 90 days, 90 to 120 days and beyond.

Realistically assess team skills and what’s missing. In most banks, everyone on the integration team has a day job and few have the experience or bandwidth to handle onetime tasks and niche elements of M&A, including core system conversions. For most banks, this may be the first time they’ve been through the process, or the last deal was years ago. If your institution doesn’t have time for training, consider contracting outside talent that regularly performs these types of transactions to handle your institution’s integration efficiently.

Core system conversion planning. Core system conversion readiness and availability of vendors is a key part of the post-integration plan. This component alone could demand a separate team of bank personnel from both organizations. Use this time to review your technology vendor contracts.

Understand (and respect) the culture. Every transaction will affect people: employees, customers, shareholders, and vendors. Recognize the impact, plan for it and communicate what you know when you know it. Focus on the value creation for each audience.

As early as possible, rightsize the project team with a trusted advisor that understands the nuances of the banking industry, has nimble processes, a broad range of knowledge and expertise, and most importantly — the ability to execute.

The information contained herein is general in nature and is not intended, and should not be construed, as legal, accounting, investment, or tax advice or opinion provided by CliftonLarsonAllen LLP (CliftonLarsonAllen) to the reader. CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer. Investment advisory services are offered through CliftonLarsonAllen Wealth Advisors, LLC, an SEC-registered investment advisor. 

A Challenging Deal Environment In 2023

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The year ahead is likely to present a challenging environment for M&A. According to Dory Wiley, president and CEO of Commerce Street Holdings, the rising interest rate environment, possible deposit runoff and economic uncertainty are likely to tamp down deal activity in 2023. Nonbank deals could be more attractive to some buyers, in part because they draw less regulatory scrutiny. And banks focused primarily on organic growth need to shore up capital at the holding company level to make sure they have options, too.

Topics include:

  • Interest Rates’ Impact on Valuations
  • Appeal of Nonbank M&A
  • Emphasis on Capital

Using Sub Debt To Play Offense

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Subordinated debt can be an attractive capital option for many banks. Will Brackett, managing director at Performance Trust Capital Partners, breaks down how bankers can think through their approach to using subordinated debt. He recommends that every financial institution take a hard look at its balance sheet and how it could perform under myriad interest rate scenarios. Those banks with strong track records, and little or no existing subordinated debt, are best positioned to fetch better than market pricing in an issuance. 

Topics include: 

  • Advantages of Subordinated Debt
  • Which Banks Benefit Most 
  • Achieving the Best Pricing 

Growth Milestone Comes With Crucial FDICIA Requirements

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Mergers or strong internal growth can quickly send a small financial institution’s assets soaring past the $1 billion mark. But that milestone comes with additional requirements from the Federal Deposit Insurance Corp. that, if not tackled early, can become arduous and time-consuming.

When a bank reaches that benchmark, as measured at the start of its fiscal year, the FDIC requires an annual report that must include:

  • Audited comparative annual financial statements.
  • The independent public accountant’s report on the audited financial statements.
  • A management report that contains:
    • A statement of certain management responsibilities.
    • An assessment of the institution’s compliance with laws pertaining to insider loans and dividend restrictions during the year.
    • An assessment on the effectiveness of the institution’s internal control structure over financial reporting, as of the end of the fiscal year.
    • The independent public accountant’s attestation report concerning the effectiveness of the institution’s internal control structure over financial reporting.

Management Assessment of Internal Controls
Complying with Internal Controls over Financial Reporting (ICFR) requirements can be exhaustive, but a few early steps can help:

  • Identify key business processes around financial reporting/systems in scope.
  • Conduct business process walk-throughs of the key business processes.
  • For each in-scope business process/system, identify related IT general control (ITGC) elements.
  • Create a risk control matrix (RCM) with the key controls and identity gaps in controls.

To assess internal controls and procedures for financial reporting, start with control criteria as a baseline. The Committee of Sponsoring Organizations (COSO) of the Treadway Commission provides criteria with a fairly broad outline of internal control components that banks should evaluate at the entity level and activity or process level.

Implementation Phases, Schedule and Events
A FDICIA implementation approach generally includes a four-phase program designed with the understanding that a bank’s external auditors will be required to attest to and report on management’s internal control assessment.

Phase One: Business Risk Assessment and COSO Evaluation
Perform a high-level business risk assessment COSO evaluation of the bank. This evaluation is a top-down approach that allows the bank to effectively identify and address the five major components of COSO. This review includes describing policies and procedures in place, as well as identifying areas of weakness and actions needed to ensure that the bank’s policies and procedures are operating with effective controls.

Phase One action steps are:

  • Educate senior management and audit committee/board of directors on reporting requirements.
  • Establish a task force internally, evaluate resources and communicate.
  • Identify and delegate action steps, including timeline.
  • Identify criteria to be used (COSO).
  • Determine which processes and controls are significant.
  • Determine which locations or business units should be included.
  • Coordinate with external auditor when applicable.
  • Consider adoption of a technology tool to provide data collection, analysis and graphical reporting.

Phase Two: Documenting the Bank’s Control Environment
Once management approves the COSO evaluation and has identified the high-risk business lines and support functions of the bank, it should document the internal control environment and perform a detailed process review of high-risk areas. The primary goals of this phase are intended to identify and document which controls are significant, evaluate their design effectiveness and determine what enhancements, if any, they must make.

Phase Three: Testing and Reporting of the Control Environment
The bank’s internal auditor validates the key internal controls by performing an assessment of the operating effectiveness to determine if they are functioning as designed, intended and expected.  The internal auditor should help management determine which control deficiencies, if any, constitute a significant deficiency or material control weakness. Management and the internal auditor should consult with the external auditor to determine if they have performed any of the tests and if their testing can be leveraged for FDICIA reporting purposes.

Phase Four: Ongoing Monitoring
A primary component of an effective system of internal control is an ongoing monitoring process. The ongoing evaluation process of the system of internal controls will occasionally require modification as the business adjusts. Certain systems may require control enhancements to respond to new products or emerging risks. In other areas, the evaluation may point out redundant controls or other procedures that are no longer necessary. It’s useful to discuss the evaluation process and ongoing monitoring when making such improvement determinations.

Solving for Blind Spots in Bank M&A

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Mergers and acquisitions are a major driver of change and returns in the banking industry. As banking leaders head into mission-critical strategic planning sessions for 2023, now is the perfect time for boards and executives to map out the coming year’s organizational and budgetary priorities. Recognizing that M&A can be a principal platform for growth, what are the key considerations empowering banks of all sizes to increase their influence and scale their organizations?

Reducing Risk
Mitigating institutional risk is at the top of the list of priorities as banks begin exploring M&A opportunities. Ensuring your bank has a comprehensive plan, inclusive of division of labor, is critical for successful M&A. Does your bank have the right staff with expertise and experience at the planning table, so nothing gets missed?

Tapping into the knowledge base of current customers and how the bank plans to maintain those relationships is a smart first step. But what about potential prospects the bank wants to reach – what do those people want? What’s relevant to them?

Well-designed research programs are table stakes for successful M&A. Data on markets and prospects will give decision-makers insights beyond their customer base. Even if bank leaders feel familiar with a market, updated data-based intelligence provides a true picture of opportunity and risk, so banks can form a plan suited to their particular circumstances. Smart data will also help uncover if another financial company using similar branding and overlapping media, or presents other legal and reputational exposure before the deal is done. 

Enhancing Efficiency
Data and insights will also produce efficiencies in M&A by helping executives discover whether their brands and names bring unneeded baggage. Having a brand that requires exhaustive explanation can be an opportunity cost, resulting in time not spent focusing on a prospect’s needs and the bank’s options for meeting them. Likewise, marketing’s return on investment can be negatively impacted when brand elements are limiting or nondescript.

For example, brand names with specific vocations or cities may cause a prospect to wonder if that bank is truly designed to help someone like them; they may eliminate the bank from their list of options before exploring the institution’s breadth of services. Also, if banks with similar branding or name invest in advertisements or community sponsorships, a consumer may mistakenly assign the message or public relations value to a competitor because they miss the distinction between local banks with similar names.

Competitive research will help boards and executives take a comprehensive look at their brand to identify what parts of their story prospects don’t know and what is meaningful to them. Leveraging data can help ensure messages and communications are spotlighting parts of the brand story that will have the most resonance with consumers, and have distinct and competitive value propositions in that market.

While it’s true that a financial institution may have to change its name because of a merger, research will help identify names that represent a hurdle to overcome both legally and reputationally. In our experience, brand research can become a downstream activity executives assume they’ll take care of later, but we think of it as a critical part of due diligence. Further, a powerful research program helps ensure banks can make the most of the brand launch, when people may be more open to hearing a renewed brand story that’s relatable and relevant.

Targeting Growth
M&A allows institutions to elevate their expansion efforts and future-proof their organizations. Oftentimes when executives consider marketing and brand research in light of M&A, they point to customer satisfaction data. While this is an important measure for retention and engagement, a more comprehensive data set is indispensable to help ensure organizations aren’t operating on biases and blind spots.

Smart banks leverage robust research in the M&A process to help uncover opportunities, eliminate friction and help distinguish, define and differentiate their brands. A crucial component of retention and growth pre-and-post merger is employees. Research insights can predict potential turbulence and inform strategies to equip employees to champion change and maintain performance. They can also be key factors in recruiting the best talent to fuel growth in new markets.

While bank executives may be satisfied with their current positioning and their current markets, data-driven insights will help institutions leverage their assets and increase the influence of their brand in the merger process — allowing them to grow and go further.

3 M&A Risks to Consider

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One crucial component of the merger and acquisitions process is due diligence, which needs to be performed efficiently within a limited amount of time as opportunities arise. Senior management is primarily responsible for this task, but may need assistance from key areas such as compliance, and often uses third-party support. If your bank is considering an acquisition, consider these three risks and document them as part of your due diligence.

1. Credit Risk
Potential acquirers must perform rigorous due diligence on the target bank’s credit portfolio — it’s imperative to the success of any merger. Executives at the acquiring bank need to understand the loan portfolio, including the types of credits offered, underwriting practices and problem loan management. This includes reviewing sample credits, including the top borrowers, adversely classified loans, watch list loans, loans to insiders and a sample of loans of each collateral type, if possible.

While there is no required portfolio coverage for due diligence, executives should have a flavor for the lending practices at the target bank.

2. Financial Risk
As part of due diligence, executives need to gain an understanding of the balance sheet and income statement at the target bank. Consider:

As 2022 unfolds, the Federal Reserve indicated it will continue increasing rates in an attempt to reduce inflation, which has created significant unrealized losses in many bond portfolios. This is after many banks invested the flux of cash generated by pandemic-era programs into their bond portfolios in an effort to achieve some return throughout 2021.

Consider the impact this could have on bond portfolios in acquisitions, including the value in a sale of the full portfolio, the long-term market rate forecast or even hedging strategies.

Review significant on- and off-balance sheet liabilities, including major contracts such as the core system contract, employment contracts, equity plans or stock options. These contracts could result in additional liabilities for the acquiring bank.

Acquirers will need an independent valuation of the target bank, including an estimate of the goodwill, core deposit intangibles, fair value adjustments to loans and other fair value adjustments that will be considered as part of the transaction. This valuation should be fluid, starting with the preliminary stages of the merger discussions, and evolving and refining as the merger proceeds.

Executives should prepare pro forma and projected financial statements to depict what the combined organization will look like at the merger date and going forward. In addition, those financial statements should determine the rate of return on the acquisition and the earn-back period.

3. Reputational Risk
Many banks are heavily involved and invested in their local communities, including deep and long-standing relationships with many bank customers. The art of combining two institutions and selling the “new” institution to the existing customers takes planning and care.

In addition, the employees and branches of the target bank are part of that same community. If the transaction includes retaining all employees and branches, communicate that as part of the press releases. If necessary, consider stay bonuses to retain the talent of the target bank. The new combined entity will want to uphold a positive and strong reputation throughout the community.

Bonus: Cyber Risk
Here’s a bonus tip to consider during your due diligence process: Cyber risk continues to be top of mind for advisors and regulators alike. As part of the transaction, assess the target bank’s information technology environment. That includes reviewing any external reports or assessments, and understanding any findings and the related remediation. In addition, identify material gaps or issues in due diligence so the bank is not surprised by additional costs at merger consummation.

If mergers and acquisitions are part of your bank’s strategic plan, having a proper plan in place to direct due diligence can help you execute the transaction seamlessly and with success. Put together an internal team that can help you review those risks or explore external options to assist.

The information contained herein is general in nature and is not intended, and should not be construed, as legal, accounting, investment, or tax advice or opinion provided by CliftonLarsonAllen LLP (CliftonLarsonAllen) to the reader.

3 Questions to Optimizing Debit Card Profitability in a Deal

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As the banking industry shrinks each year, CEOs often ask what they should look out for to improve profitability during and after a merger or acquisition. There is one area that is all too often overlooked: debit card profitability.

As an ever-growing source of demand deposit account revenue, debit card portfolios require detailed profit and performance analyses to optimize return. Done correctly, the efforts can be extremely fruitful. But there are a few things acquiring banks should keep an eye on when evaluating any acquisition target’s debit card profitability, to learn what is working for them and why.

Three items to consider when entering the M&A process:
1. Know thyself. To accurately gauge the impact of acquiring another bank’s cardholders, prospective buyers should first know where their own institution stands. How much is your bank netting per transaction, or per debit card outstanding? Every bank must know how much money is to be made when they issue a debit card to their customer. This concept is simple enough and is considered the basics of nearly all business, but putting it into practice can prove difficult without the proper knowledge base. Know your institution’s performance before the acquisition, as well as where your institution should to be after.

2. Dissect the income. If an analysis of interchange income reveals that your bank, as the acquirer, is making less interchange income per purchase than the acquired institution, find out why. The acquisition target may have better interchange rates because of a better network arrangement or even just better network agreement terms. This evaluation should not only apply to the networks or the foundation of interchange earning. Oftentimes, the acquired institution has done a better job of marketing and getting their cards into customers’ hands for use. Bigger does not necessarily mean better when it comes to debit card profitability. Choose the arrangement and agreement terms from either institution on electronic funds transfer (EFT) processing, PIN network and card brand that is most profitable.

3. On expenses, timing can be everything. While the acquiring bank often has better pricing on processing expenses, they don’t always — especially on EFT. Most bankers know to evaluate the acquired institution’s contracts to determine buyouts, deconversion and termination penalties and get a general glimpse at the pricing. But there is a present need for a pricing deep dive across all contracts in every single deal — especially when considering a merger of equals or an acquisition that really moves the needle.

Further, this evaluation should not stop at traditional data processing contracts, like core and EFT. It must consider card incentive agreements. Executives should study the analytics around buyout timing on both institutions’ card brands, along with the interchange network agreements. Consider the termination penalties, but also the balancing effect of positive impact, to incentive income of the acquirer’s agreements. Although the bank cannot disclose details of the acquisition, they can keep the lines of communication open with card vendors. There will be a sweet spot of timing in the profit optimization formula, and the bank will want an open rapport with their card-critical vendors.

Debit cards as a potential profit center are often overlooked in the merger and acquisition process, which tends to be geared toward share price and the details of the buyout. However, it is valuable for acquirers to review debit cards in context of the combined bank’s long-term success of the bank, not just focusing on the deposits retained and lost when it comes to income consideration.

The Rustle About the Russell

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The upcoming annual Russell reconstitution is undoubtedly a frequent topic of conversation and concern for smaller public banks. For these institutions and potentially many others, recent regulatory updates provide a viable alternative.

On an annual basis, a team at FTSE Russell evaluates the composition of their indices and rebalances the portfolio of the top 3,000 companies. This “annual reconstitution” can produce an unfortunate side effect: smaller companies on the lower end of an index’s minimum market capitalization threshold may find that they no longer qualify for inclusion when the threshold increases. These firms can experience a semi-annual whipsaw — sometimes they make the cut, other times they don’t.

When a company is removed from “The Russell,” index fund managers no longer hold shares in that company. In fact, a Russell Index mutual fund manager would be in violation of several rules from the Securities and Exchange Commission if they trade in a ticker that no longer included in an index that they market themselves as tracking.

In simplest terms, when a company is bounced from the Russell, it’s bounced from the $11 trillion pool of index-fund portfolios. For smaller companies that tend to be otherwise thinly traded, this can be a major problem. Many banks that were removed from the Russell at the last re-balance saw a decrease of 30% in their stock, virtually overnight.

The One-Two Punch
Russell indices have a long list of securities they exclude. It is probably easier for most people to think of the composition of Russell’s US-based indices as including only public securities that are “listed” on an exchange, like the New York Stock Exchange and Nasdaq.

Maintaining an exchange listing can be a major ongoing commitment of a firm’s time and money. U.S. exchange listing fees are based on a bank’s market capitalization and total shares outstanding; listing additional shares and corporate actions incur added costs for banks.

So what happens when a listed company gets bounced from the Russell? Share prices drop because index funds begin selling positions en masse, and liquidity dries up as index funds buyers disappear. But the firm remains listed on the exchange, footing the bill for the related ongoing compliance overhead or face a de-listing. In turn, the firm ends up incurring all of the costs and reaps none of the benefits. 

Where to go from here?
Some estimates suggest that the minimum qualification criteria for some of Russell’s most popular indices will increase the minimum market cap from $250 million to about $299 million. For banks, this generally means over $2 billion in assets. This is an unfortunate fate for listed banks that may find themselves in the crosshairs; for dozens of others, it may mean further postponing plans for an IPO.

But an alternative does exist that smaller banks can uniquely benefit from. Recent overhauling of SEC Rule 15c2-11 positions the OTCQX Market as a regulated public market solution for U.S. regional and community banks. The market provides a cost-effective alternative that leverages bank regulatory reporting standards and can save banks around $500,000 a year compared to listing on an exchange.

Many of the banks that trade on OTCQX are under $350 million in market cap and can choose to provide liquidity for their shareholders through a network of recognized broker-dealers and market makers.

One key takeaway for management teams is that unless an institution can qualify for inclusion in the Russell and grow rapidly enough to keep up with annual reconstitutions, it may be time for them to re-evaluate the value of trading on listed exchanges.

The Missing Piece in Community Bank M&A

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The community bank space is consolidating at a blistering pace, but buyers may be overlooking a key consideration when thinking about mergers and acquisitions. Prospective buyers should consider how other footprints complement growth opportunities against their own, lest they make critical and expensive mistakes. In this video, Kamal Mustafa, chairman of the Invictus Group, explains why bank buyers should assess a target’s footprint, and how to value the industries and lending opportunities within a new market.

  • Market Considerations and Assessments
  • Focusing on Industries, Not Loans
  • Target Valuations