Mergers: Acquisition Trends and Recent Results

Size: px

Start display at page:

Download "Mergers: Acquisition Trends and Recent Results"

Nelson Rose
6 years ago
Views:

1 Mergers: Acquisition Trends and Recent Results Presented by Wilary Winn Brenda Lidke, Director Matt Erickson, Senior Analyst September 23,

2 Topics for the Session Historical Merger Data Merger Valuation Results Why Do Credit Unions Merge? Fair Value Purchase Accounting Overview Day 2 Considerations, Including Goodwill Testing/Amortization Proposed Risk Based Net Worth impact 2

300 250 Credit Union Mergers by Year 237 218 234 261

3 Credit Union Mergers by Year /30/14 3

35 30 25 20 15 10 5 Credit Union Failures and Closures by

4 Credit Union Failures and Closures by Year /30/14 4

5 Credit Union Mergers by Asset Size 2013 & 2014 YTD 13% 7% 2% 0% 0% < $20 $20 - $50 $50 - $100 $100 - $250 $250 - $500 78% > $500 5

6 Credit Union Failures & Closures by Asset Size 2013 through 6/30/14 3% 10% 0% 0% 0% < $20 $20 - $50 $50 - $100 $100 - $250 $250 - $500 > $500 87% 6

7 Credit Union Mergers by Reason 6% 17% 6% 8% Expanded Services Poor Financial Condition Lack of Growth Loss/Declining FOM 63% Other 7

30 25 20 15 10 5 0 27 26 23 22 21 20 18 17 16 2013 and

8 and 2014 YTD Number of Mergers

9 10.0% 7.5% 5.0% 2.5% 0.0% 7.5% 7.0% % Total of Credit Unions at 12/31/ % 5.0% 4.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% 9

10 20% 15% 18% 2013 and 2014 YTD % of Mergers to Total Credit Unions in the State 10% 10% 9% 8% 7% 5% 0% 6% 5% 4% 3% 2% 1% 0% 10

11 Credit Unions Acquiring Banks Date Credit Union State Size Bank State Size 06/01/14 Five Star Credit Union AL $258M Flint River National Bank GA $21M 03/03/13 Landmark Credit Union WI $2.1B Hartford Savings Bank WI $190M 12/12/13 Municipal Employees Credit Union MD $1.2B Advance Mutual Savings Bank MD $62M 12/28/12 GFA Federal Credit Union MA $352M Monadnock Community Bank NH $83M 01/01/12 United Federal Credit Union MI $1.5B Griffith Savings Bank IN $86M 11

12 WW Merger Results 2013 & 2014 YTD Valued 43 Institutions, 17 states Max asset size $580M, min size $5M, median $42M Max loan size $485M, min size $2M, median $18M Goodwill in 7 transactions, bargain purchase in 3 Remainder of deals were at liquidation value 12

13 WW Merger Results 2013 & 2014 YTD 7% 0% 9% Expanded Services Poor Financial Condition Lack of Growth 21% Loss/Declining FOM 63% Other 13

14 WW Merger Results 2013 & 2014 YTD FV of loans: Max 100.2%, min 83.0%, median 95.8% FV of assets excluding CDI: Max 103.7%, min 91.6%, median 98.9% FV of CDI: Max 2.8%, min 0.0%, median 1.3% FV of Liabilities: Max 101.7%, min 97.9%, median 100.1% Equity acquired in merger as % of book equity: Max 174%, min 0%, median 105% 14

15 Why do Credit Unions Merge? The credit union s membership is shrinking because it cannot provide desired services, or services on competitive terms, and the credit union s financial condition will not permit improvement The credit union is not serving a unique niche via services, price, convenience, among others. Competing credit unions provide needed services better. Key credit union officials or employees are nearing the end of their careers and no viable options for replacement exist. Data provided by the NCUA s Truth in Mergers: A Guide for Merging Credit Unions 15

16 Why do Credit Unions Merge? The credit union s financial condition is deteriorating, evidenced by: CAMEL 4 or lower, or long-term CAMEL 3 Consistently negative earnings Consistently declining net worth PCA Administrative Action Repeat Document of Resolution (DOR) items The credit union does not have a realistic plan to address any of the problems listed above. Data provided by the NCUA s Truth in Mergers: A Guide for Merging Credit Unions 16

17 Characteristics of Merging Credit Unions Declining Membership 47% of merging credit unions had negative member growth for three consecutive years prior to failure. Prompt Corrective Action (PCA) 26% of merging credit unions were in PCA sometime during the 3-4 years prior to failure. Existing OSCUI research shows that only 33% of small credit unions recover from PCA within 4 years Negative Earnings 54% of merging credit unions had negative return on average assets (ROAA) for three consecutive years prior to failure Declining Net Worth 53% of merging credit unions had declining net worth rations for three consecutive years prior to failure. Weak CAMEL Ratings 47% of merging credit unions had a composite CAMEL rating of 4, or three consecutive years with a composite rating of 3, prior to failure. None were rated a CAMEL 5. Data provided by the NCUA s Truth in Mergers: A Guide 17 for Merging Credit Unions

18 Accounting for Business Combinations Effective January 1, 2009 A combination of mutual entities, including credit unions, is treated as a purchase and must be accounted for under FASB ASC Topic 805 Business Combinations (FAS 141R) The fair value of the credit union to be merged in and its assets and liabilities must be accounted for at fair value in accordance with FAS ASC 820 Fair Value Measurements and Disclosures 18

19 Fair Value Accounting Day 1 Accounting Value of the equity of the acquired institution Fair value of the assets acquired and liabilities assumed Intangible assets arising from the transaction Day 2 Accounting and ongoing requirements Amortization of purchase discounts/premiums Treatment of goodwill 19

20 Value of Acquired Credit Union is a Two Step Process Step 1 Value the entity as whole Step 2 Determine the fair value of the acquired credit union s assets and liabilities 20

21 Value of the Entity as a Whole Rules regarding valuing a business are set forth in the Statement of Standards for Valuation Services of the American Institute of Certified Public Accountants Experts generally use income-based and market-based approaches to determine fair value Values derived using the different methods must be reconciled to reach an overall fair value conclusion Entity value of credit union acquired in a bid transaction is the purchase price 21

22 Income-Based Approaches Estimated future cash flows are discounted to derive an estimate of fair value Generally involves the use of a CAPM pricing model using an after-tax discount rate Estimate of terminal value is generally included Gordon Growth model 22

23 Further Considerations of Income-Based Approach Most experts use income versus cash flow to value financial institutions Need to adjust for the amount of income that must be retained in order to remain well capitalized A key assumption is the future rate of growth 23

24 Historical review Further Considerations of Income-Based Approach Review of operating market Discussion with management on operating issues specific to the credit union 24

25 Key Metrics for Income-Based Approach Discount rate Duff & Phelps Profitability - NIM, non-interest income and expense Asset Quality - ALLL Liquidity - Loans to Deposits ratio 25

26 Market-Based Approaches Generally involve the price to earnings ratio or price to book value for publicly traded community banks with similar size, asset composition, operating strategies and geography We use two market approaches Guideline Transaction Approach Market Value Approach Need to adjust for differences in return and growth 26

27 Overall Value Need to reconcile income and marketplace valuations The result is the equity amount to be recorded on Day 1 Generally no overall entity value for distressed credit unions We often see equity values equal to the fair value of the assets and liabilities value is equal to liquidation amount 27

28 Value of Financial Assets and Liabilities The valuation for loans is not as simple as comparing the interest rate on the loan to current market interest rates using an ALM model the fair value must include the estimated credit losses The value derived should be an exit price according to FAS ASC Topic 820 Because the credit losses are included in the loans fair value, the allowance for loan losses is brought over at zero 28

29 Value of Financial Assets and Liabilities Undiscounted Discount Principal Avg Avg Avg Future Discount Fair Fair Credit Rate Balance FICO LTV* WAC Life CPR % CRR % CDR % Severity% Loss % Rate Value % Value $ Difference Losses Difference Fixed Rate Mortgage 7,500, % 5.9% % 13.9% 4.0% 22.2% 2.9% 6.4% 96.0% 7,200,000 (300,000) (215,000) (85,000) Home Equity 2,500, % 6.9% % 6.2% 3.2% 61.4% 3.8% 6.8% 96.5% 2,412,500 (87,500) (94,000) 6,500 HELOC 5,600, % 2.9% % 12.8% 2.7% 48.2% 4.5% 5.9% 83.5% 4,676,000 (924,000) (235,000) (689,000) New Vehicle - Direct 3,400, n/a 6.7% % 18.1% 7.2% 58.8% 5.5% 6.9% 95.0% 3,228,300 (171,700) (164,700) (7,000) Used Vehicle - Direct 4,500, n/a 7.6% % 17.9% 4.8% 53.4% 3.3% 7.6% 96.5% 4,342,500 (157,500) (150,000) (7,500) Motorcycle 60, n/a 6.5% % 17.6% 1.3% 35.0% 0.6% 9.5% 96.0% 57,600 (2,400) (300) (2,100) RV 75, n/a 9.9% % 16.6% 7.1% 61.1% 10.9% 12.9% 85.0% 63,750 (11,250) (6,600) (4,650) Boat 250, n/a 6.1% % 21.0% 4.0% 61.1% 5.8% 8.5% 90.0% 225,000 (25,000) (11,000) (14,000) Signature 12,500, n/a 12.8% % 8.2% 8.8% 100.0% 16.2% 15.8% 82.0% 10,250,000 (2,250,000) (1,740,000) (510,000) Share Secured 170, n/a 2.5% % 19.7% 0.1% 0.0% 0.0% 4.0% 98.0% 166,600 (3,400) (10) (3,390) Consolidation Loan 5, n/a 13.8% % 9.0% 7.3% 100.0% 3.4% 16.2% 92.0% 5,060 (440) (200) (240) Student Loan 350,000 n/a n/a 6.2% % 12.8% 1.2% 2.5% 0.0% 8.6% 97.0% 339,500 (10,500) (400) (10,100) Total 36,910, % 8.1% % 12.3% 5.7% 68.1% 8.0% 9.8% 89.3% 32,966,810 (3,943,690) (2,617,210) (1,326,480) 29

30 Value of Financial Assets and Liabilities We generally see required adjustments for investments and share certificates Prepaid expenses may have to be adjusted down if there is no benefit to an acquirer Accrued expenses should not include merger-related costs Need to consider whether operating leases are favorable (asset), unfavorable (liability) or at market 30

31 Value of Non-Financial Assets and Liabilities The largest non-financial assets are generally land and buildings Need to obtain a commercial real estate appraisal Land and Building is written up/down to new value and depreciation schedule is reset 31

32 Core Deposits Non-maturity shares are recorded at book value A core deposit intangible is recorded as an intangible asset 32

33 Core Deposit Intangible Benefit of low cost deposits: It is not the value of the overall deposit derived by comparing the interest rate on the deposit to rates at the time of the merger Instead, it is the estimated value of the deposits based on the fees they generate and the costs to maintain them compared to an alternative source of funding such brokered deposits SimpliCD. 33

34 Goodwill or Bargain Purchase The balancing amount to the Day 1 journal entry is goodwill or bargain purchase We believe a bargain purchase is a relatively rare event Example of bargain purchase: NCUA-assisted transaction where the value of the net assets received, including the consideration from the NCUA, is greater than the amount of liabilities assumed 34

35 Regulatory Reporting The equity acquired in the merger (the overall value of the acquired credit union) is not included in the calculation of regulatory capital The acquired credit union s book equity as of the merger date is recorded instead In the case of regulatory-assisted transactions the book value of equity is not recorded and any consideration received is a dollar for dollar reduction of goodwill 35

36 Balance Estimated Fair Value % Estimated Fair Value $ Difference ASSETS Cash 2,500, % 2,500,000 - Available for Sale Securities 14,500, % 14,500,000 - Investments 4,500, % 4,522,500 22,500 Total Membership and Paid In Capital 80, % 80,000 - All Other Investments in Corporate Credit Unions 150, % 150,000 - Total Loans and Leases 36,910, % 32,966,810 (3,943,690) Total Loans and Leases - Loss Allowance (700,000) 0.0% - 700,000 Foreclosed and Repossessed Assets 235, % 235,000 - Land and Building 600, % 630,000 30,000 Other Fixed Assets 90, % 90,000 - All Other Assets 710, % 710,000 - Total Assets 59,575, % 56,384,310 (3,191,190) LIABILITIES Accounts Payable and Other Liabilities 490, % 490,000 - Share Drafts, Regular Shares, Money Market, & IRA Shares 42,170, % 42,170,000 - Share & IRA Certificates 13,300, % 13,687, ,500 Total Liabilities 55,960, % 56,347, ,500 EQUITY 3,615,500 36,810 (3,578,690) Base Weighted Value Weighting Value Overall Value of XYZ Credit Union - Income Projected 3,650,000 75% 2,737,500 Overall Value of XYZ Credit Union - Guideline Transaction 3,250,000 15% 487,500 Overall Value of XYZ Credit Union - Market Valuation 3,150,000 10% 315,000 Overall Value of XYZ Credit Union - Total Wtd Avg 100% 3,540,000 Value of Financial Assets and Liabilities (918,190) Value of Non-Financial Assets and Liabilities 955,000 Value of Core Deposits 275,000 Goodwill (Bargain Purchase) 3,228,190 36

37 Opening Journal Entry Debit Credit Investments 22,500 - Loans - Credit Adjustment - 2,617,210 Loans - Discount Rate Adjustment 6,500 1,332,980 Loans - Loss Allowance 700,000 - Land and Building 30,000 - Core Deposit Intangible 275,000 - Share & IRA Certificates 387,500 Equity (removal of existing equity accounts) 3,615,500 - Equity (record equity acquired in merger (franchise value)) - 3,540,000 Goodwill 3,228,190-7,877,690 7,877,690 37

38 Day 2 Accounting for Items Other than Loans Amortize discount on investments - increase to interest income Accrete premium on investment - reduce to interest income Amortize discount on share certificates - increase to interest expense 38

39 Day 2 Accounting for Items Other than Loans Accrete premium on share certificates - decrease to interest expense Amortize core deposit intangible - increase to non-interest expense Depreciate new basis of fixed assets over expected remaining life 39

40 Amortization of Intangibles A recognized intangible asset shall be amortized over its useful life unless that life is determined to be indefinite The method of amortization should reflect the pattern of economic benefit (i.e. match amortization rate to attrition rate on core deposit intangibles) FASB is currently redeliberating PCC s proposal 13-01A - Could result in combining CDI with Goodwill 40

41 Day 2 Accounting for Loans Acquired loans should be accounted for under FAS ASC or FAS ASC expect to receive all contractual cash flows (no credit component) FAS ASC accounting based on expected cash flows (won t receive full contractual cash flows) Loan quality must have deteriorated since origination 41

42 FAS ASC Account for high credit quality loans under FAS ASC Accrete rate discount on level yield basis Can run through FAS 91 field on servicing system at the loan level No credit valuation allowance is set aside on Day 1 Will need to establish post-acquisition ALLL if loan quality deteriorates 42

43 FAS ASC Account for loans with deteriorated credit quality under FAS ASC Recognize accretable yield on a level yield basis Involves reversing monthly collected loan interest income and booking the monthly accretable yield (expected future cashflows less purchase price) Foreclosure losses are charged against valuation allowance 43

44 FAS ASC Continued Increases in expected cash flows result in a higher rate of accretion income catch up over the expected life of the loan If expected cash flows have decreased, then an additional ALLL should be recorded immediate P & L effect Most servicing systems cannot handle the accounting and loans are tracked offline. Valuations need to updated periodically, most do quarterly We recommend exact accounting only for loans with very large expected credit losses, such as MBL RE loans 44

45 Day 2 Accounting for Loans Our Day 2 methodology uses a practical expedient of Amortize purchase discount on level yield basis as an addition to loan interest collected Charge losses to credit discount Once credit discount has been depleted, reserve for and charge losses to ALLL If loans are gone and a credit discount still remains, this is released into income NCUA has been walked through this methodology 45

46 Goodwill Amortization Private Company Council ("PCC") created proposal to amortize goodwill instead of performing annual testing FASB issued the Accounting Standard Update (ASU) on proposal B allowing for the amortization: Under the proposal, an institution can elect to amortize current and future goodwill on a straight-line basis over a period not to exceed 10 years. Impairment testing is required only after a triggering event. Once an institution elects the alternative, it cannot revert back to the original accounting 46

47 Goodwill Impairment Testing Determination of reporting unit most likely the combined credit union Qualitative test Step 0 Quantitative tests Step 1 and Step 2 47

48 Goodwill Impairment Testing Step 0 Based on a comparison of circumstances compare conditions at test date to conditions at merger, or previous test requires Step 1 only if it is more likely than not, that the fair value of the reporting unit is less than its carrying amount including goodwill Macroeconomic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit, other relevant entity-specific events, events affecting a reporting unit 48

49 Goodwill Impairment Testing Step 0 Diversity in practice some external auditors allow immediate Step 0 Other firms say Step 0 is not appropriate unless a credit union meets all of the qualitative factors and passed a previous quantitative test with a substantial cushion 49

50 Quantitative Goodwill Impairment Testing Step 1 determine overall value of the reporting unit. If fair value is greater than the book value of equity (price to book greater than one), the credit union has passed Step 1 and no further testing is required If the reporting unit fails Step 1, then a Step 2 test must be performed 50

51 Quantitative Goodwill Impairment Testing In Step 2, determine estimated goodwill by repeating Day 1 valuation process Determine fair value of entity and of the assets and liabilities If the implied goodwill determined is greater than the carrying amount, no entry need be recorded If the goodwill determined is less than the carrying amount, write the carrying amount down to the value of the goodwill Do not adjust the carrying amount of the assets and liabilities the revaluation is done to test for goodwill impairment only 51

52 Proposed Risk Based Net Worth In January 2014, the NCUA proposed a new calculation for the Net Worth Ratio The proposed ratio incorporates various risk weightings to items on the balance sheet (increases denominator for risky items) It also removes items from the numerator (items that would not be able to offset losses to the NCUA in the event of liquidation) 52

53 Proposed RBNW Continued Items removed from equity include: Goodwill Identifiable Intangible Assets (CDI, MSRs, etc.) National Credit Union Share Insurance Fund These items are also removed from the denominator, but impact is much more when removing from numerator Lastly, the proposed ratio removes the Retained Earnings acquired through Business Combinations (book equity of acquired CU) and replaces it with Equity Acquired in Merger in the numerator 53

54 Proposed RBNW Continued NCUA has had 3 listening sessions over the last few months They received thousands of letters commenting on the proposed rules NCUA has indicated that there will be significant changes based on the input from credit unions and other stakeholders We know they are discussing the treatment of goodwill 54

55 55

56 56

57 Contact Information Wilary Winn LLC First National Bank Building 332 Minnesota Street, Suite 1750W Saint Paul, MN

58 Services and Contact Information Private Label MBS/CMOs and Asset Liability Management: Frank Wilary Mergers and Acquisitions, Fair Value Footnotes, ASC , and TDRs: Brenda Lidke Mortgage Servicing Rights and Mortgage Banking Derivatives: Eric Nokken 58

How the Proposed Current Expected Credit Loss (CECL) Rule Will Affect your Allowance for Loan and Lease Losses

How the Proposed Current Expected Credit Loss (CECL) Rule Will Affect your Allowance for Loan and Lease Losses Presented by Wilary Winn Brenda Lidke, Director September 22, 2014 1 Topics Covered Proposed