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Insight Oversight Foresight SMMichigan Texas Florida
Whatrsquos Our Role Mergers amp Acquisitions
Presented byStephen LaBarbera CPA Manager
1Charlotte North Carolina
Overview
bull Background amp Industry Trendsbull Rationale bull Digress Whatrsquos Our Role Conversationbull Merger Timelinebull MampA Life Cycle From a Risk
Professionals Perspectivebull MampA Strategybull Due Diligence
2
Financial Institutions Group
bull Integrationbull Post Acquisition
copy Doeren Mayhew All rights reservedStrategic Advisory
3Opening Inquires
1 ndash Hands up if your credit union pursuing mergers or acquisitions
2 ndash Hands up if your credit union has been through a merger in past few years
3 ndash Hands up if internal audit participated in the transaction
Insight Oversight Foresight SM
Background and Industry Trends
4
Merger and Other Acquisition Activities
bull Types of Mergersbull Voluntary ndash NCUA not involvedbull Unassisted supervisory merger ndash NCUA lightly involvedbull Assisted mergers ndash NCUA organizedbull Purchase amp Assumption (PampA) ndash NCUA taken over
bull Other Acquisition Activitiesbull Bank Acquisitionsbull Purchasing individual branch
5
Financial Institutions Group
copy Doeren Mayhew All rights reservedStrategic Advisory
6
Num
ber o
f Cre
dit U
nion
sChange in of Credit Unions
Source NCUA
Number of CU Mem
bers
116761136 Members
88513329 Members
US CU Trends
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
Overview
bull Background amp Industry Trendsbull Rationale bull Digress Whatrsquos Our Role Conversationbull Merger Timelinebull MampA Life Cycle From a Risk
Professionals Perspectivebull MampA Strategybull Due Diligence
2
Financial Institutions Group
bull Integrationbull Post Acquisition
copy Doeren Mayhew All rights reservedStrategic Advisory
3Opening Inquires
1 ndash Hands up if your credit union pursuing mergers or acquisitions
2 ndash Hands up if your credit union has been through a merger in past few years
3 ndash Hands up if internal audit participated in the transaction
Insight Oversight Foresight SM
Background and Industry Trends
4
Merger and Other Acquisition Activities
bull Types of Mergersbull Voluntary ndash NCUA not involvedbull Unassisted supervisory merger ndash NCUA lightly involvedbull Assisted mergers ndash NCUA organizedbull Purchase amp Assumption (PampA) ndash NCUA taken over
bull Other Acquisition Activitiesbull Bank Acquisitionsbull Purchasing individual branch
5
Financial Institutions Group
copy Doeren Mayhew All rights reservedStrategic Advisory
6
Num
ber o
f Cre
dit U
nion
sChange in of Credit Unions
Source NCUA
Number of CU Mem
bers
116761136 Members
88513329 Members
US CU Trends
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
3Opening Inquires
1 ndash Hands up if your credit union pursuing mergers or acquisitions
2 ndash Hands up if your credit union has been through a merger in past few years
3 ndash Hands up if internal audit participated in the transaction
Insight Oversight Foresight SM
Background and Industry Trends
4
Merger and Other Acquisition Activities
bull Types of Mergersbull Voluntary ndash NCUA not involvedbull Unassisted supervisory merger ndash NCUA lightly involvedbull Assisted mergers ndash NCUA organizedbull Purchase amp Assumption (PampA) ndash NCUA taken over
bull Other Acquisition Activitiesbull Bank Acquisitionsbull Purchasing individual branch
5
Financial Institutions Group
copy Doeren Mayhew All rights reservedStrategic Advisory
6
Num
ber o
f Cre
dit U
nion
sChange in of Credit Unions
Source NCUA
Number of CU Mem
bers
116761136 Members
88513329 Members
US CU Trends
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
Insight Oversight Foresight SM
Background and Industry Trends
4
Merger and Other Acquisition Activities
bull Types of Mergersbull Voluntary ndash NCUA not involvedbull Unassisted supervisory merger ndash NCUA lightly involvedbull Assisted mergers ndash NCUA organizedbull Purchase amp Assumption (PampA) ndash NCUA taken over
bull Other Acquisition Activitiesbull Bank Acquisitionsbull Purchasing individual branch
5
Financial Institutions Group
copy Doeren Mayhew All rights reservedStrategic Advisory
6
Num
ber o
f Cre
dit U
nion
sChange in of Credit Unions
Source NCUA
Number of CU Mem
bers
116761136 Members
88513329 Members
US CU Trends
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
Merger and Other Acquisition Activities
bull Types of Mergersbull Voluntary ndash NCUA not involvedbull Unassisted supervisory merger ndash NCUA lightly involvedbull Assisted mergers ndash NCUA organizedbull Purchase amp Assumption (PampA) ndash NCUA taken over
bull Other Acquisition Activitiesbull Bank Acquisitionsbull Purchasing individual branch
5
Financial Institutions Group
copy Doeren Mayhew All rights reservedStrategic Advisory
6
Num
ber o
f Cre
dit U
nion
sChange in of Credit Unions
Source NCUA
Number of CU Mem
bers
116761136 Members
88513329 Members
US CU Trends
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
6
Num
ber o
f Cre
dit U
nion
sChange in of Credit Unions
Source NCUA
Number of CU Mem
bers
116761136 Members
88513329 Members
US CU Trends
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
7US CU Merger TrendsNu
mbe
r of C
redi
t Uni
on M
erge
rsRate of Credit Union
Mergers
306
233255 265
331302
333
261
295
252
215245
275 265281
252236
212
28
22
25
27
34 35
40
32
38
33
29
35
40 40
45
4241
38
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source NCUA CUNA
By 2038 CUNA predicts just 3000 credit unions will remain A 3 annual decline over the next 20
years
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
8
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
9
Peer 5 ($1B - $199B)Peer 5 ($2B - $249B)Peer 5 ($25B - $499B)Peer 5 ($5B - $999B)Peer 5 ($10B+)
LEGEND
100
468 311
957
2400
900
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Peer 5 ($1B - $199B) Peer 5 ($2B - $249B) Peer 5 ($25B - $499B) Peer 5 ($5B - $999B) Peer 5 ($10B+)
NATIONAL CREDIT UNION GROWTH(INDEX 2001=100)
Industry Direction ndash Peer Group 5
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
The Rationale
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
Economies of Scale
11
Financial Institutions Group
Why it mattersProvides larger organizations certain competitive advantages such as the ability to invest in technology to attract millennial members supply relationship pricing to loyal members amp minimize regulatory expense impact
Total Assets 1-10 billion
50 - 100 million Compare
Net Interest Margin 291 328 037 Fee and Other Income 139 134 (005)Operating Expense (297) (372) (075)PLL Expense (034) (030) 004
Return on Assets (ROA) 099 060 (039)
Larger CUs offer better member ratesLarger CUs have lower operating expense ratiosLarger CUs have higher ROA
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Total Assets | 1-10 billion | 50 - 100 million | Compare | ||||||||
Net Interest Margin | 291 | 328 | 037 | ||||||||
Fee and Other Income | 139 | 134 | (005) | ||||||||
Operating Expense | (297) | (372) | (075) | ||||||||
PLL Expense | (034) | (030) | 004 | ||||||||
Return on Assets (ROA) | 099 | 060 | (039) | ||||||||
Larger CUs offer better member rates | |||||||||||
Larger CUs have lower operating expense ratios | |||||||||||
Larger CUs have higher ROA | |||||||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
CU Industry Merger Rationale ndash Quantitative 12
Loans Shares Ratios
ROA
Operating Expense Ratio
Return of the Member
Annualized DividendsShares
Member Value Credit Union ValueEmployee Value
Callahan amp Associates Return on Member represents Return to Savers Return to Borrowers Member Service Usage formulas Credit unions with a score of 100 are considered leaders in providing services to their members
Comp amp Benersquos (indexed)
Yield on Loans
Source Doeren Mayhew Analysis Data as of 12312018
373 372 365 351 350
316 293
247 236
60
4947 45 46
43
43
40
46
039
041 046 048 048 056 063 071 075020058 067 070 084 079
102 107 105
041
066
073079 080
085
088 093 093
00
223
311406
465
479588
673 673
60
73
7883 85 86
88 87 86
000
100
200
300
400
500
600
700
lt$100M $100M-$249M $250M-$499M $500M-$749M $750M-$999M $1B-$25B $25B-$5B $5B-$9B gt=$10B
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
069
046 043
Small Credit Unions(Under $115M)
Average Large Credit Unions(Over $1B)
13
Source CUNA Summary of Cornerstone Advisors 2017 Study
Current Industry Merger Rationale - Quantitative
Regulatory Burden Financial Impact
75
23
2
$61 BILLIONTotal Industry
Regulatory Costs
Staff CostsIncluding risk management member-facing and support
employees
3rd Party Expenses
Including compliance technology legal and
training
Depreciation of Capitalized Expenses
Including technology investments
Small Credit Unions Bear the Brunt of Regulatory Burden
bull 1 out of every 5 employeersquos spend time on regulatory compliance
bull Total credit union regulatory costs rose by 800 million 151 between 2014 and 2016
bull Total credit union regulatory costs translate to $115 per CU household
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
14Current Industry Merger Rationale - Qualitative
Member Benefitsbull Convenience Increase member access points amp extend geographical coveragebull Price Opportunity for competitive ratesbull Products amp Services Improved products and servicesbull Familiarity Same recognizable credit union experience
Credit Union Benefitsbull Operating efficiencies via combined systems and support networksbull Greater presencebull Increased lending opportunitiesbull Further diversification of demand product and servicesbull Larger asset and capital base bull Improved succession planning
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
bull Credit unions saw a charter type shift over the past 15 years mainly due to merger activity and general credit union affinity of a community charter
Why it mattersThe conversion from a common bond charter to a community charter forced credit unions to compete with other types of financial institutions for members
15
57
43
Single Common Bond Community amp Other
17
83
Credit Unions in 1990 Credit Unions in 2014
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Article ndash Field of Membership A 25 Year Evolution
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
16Current Industry Merger Rationale - Qualitative
Why do smaller credit unions strugglebull Difficult to establish sustainabilitybull Regulatory and compliance costs are much heavier burden for
smaller organizationsbull Inability to offer and price competitive products and servicesbull Less capital to invest in technology
ldquoA good merger solves two problems It puts a small credit union out of its pain and it enables a larger credit union to grow by delivering members who are already sold on the credit union differencerdquo Robert McGarvey ndash Mergers Will Continue to Cull Small Credit Unions From Herd (2013)
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
17Current Industry Merger Rationale - Qualitative
bull Economies of scale allow for improved technology to attract millennials
bull Younger generations demand all modern delivery channels
Examplesbull Omnichannelsbull Mobile Banking
bull Remote Deposit Capturebull P2P Paymentsbull Biometric Authentication
According to a Deloitte report 72 of all
consumers appreciate this security measure
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Digress Whatrsquos Our Role (WOR) Conversation
18
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Whatrsquos Our Role Conversation
bull Robin to help build section
19
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
20
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
bull No integrationscommunicationbull Separate internal audit compliance and risk
management functionsbull Assumed responsibility for managing
organization risk based on departmental objectives
bull No coordinating structure
21
Financial Institutions GroupWhatrsquos Our Role Conversation
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Whatrsquos Our Role Conversation
bull Informal Integrationbull Impromptu coordination - may work on some
projects but not for othersbull Dependent on relationships for working
outside departmental boundaries
22
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Whatrsquos Our Role Conversation
bull Official Integrationbull Departments that manage organization risk are in
regular contactbull Regular meetings with agendas minutes and
action plansbull Coordinated auditing monitoring and reportingbull The unity of the areas is understood by
employees
23
Financial Institutions Group
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
WOR Guidelines - Audits and Reviews
24
Financial Institutions Group
Compliance Functionbull Identify opportunities to perform
integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resource during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Internal Audit Hurdles amp Involvement
25
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Perceptions of IA Related to Mergers
bull Observations from research published by the IIAbull National and international organizationsbull Across various industries
Perceptions of IA related to mergersbull IA participation in strategy will impair independencebull IA is control focused and not strategically focusedbull Involvement in merger activity is time consuming and time
sensitivebull IA does not have the expertise and it is expensive for IA to
obtain the skills
26
Financial Institutions Group
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
How Can IArsquos Role be Expanded
27
Financial Institutions Group
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Value - Internal Audit
28
Financial Institutions Group
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Whatrsquos Our Role Conversation
bull What is your total asset size
bull How big is your IA department
bull Does IA get involved in strategic initiatives such as merger transactions
bull How is the interaction between IA and compliance
bull Do you think there should be more interaction between the two groups at your credit union
bull Please feel free to bring any thoughts forwardhellip
29
Financial Institutions Group
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Merger Timeline
30
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
copy Doeren Mayhew All rights reservedStrategic Advisory
Letter of Intent
1-2 months
Confidentiality Agreement
Operation Strategic Planning
Merger Planning
Quantitative and Qualitative Measures
Analysis1-2 months
Merger Agreement1-2 months
Employment Agreement
Modifications1-2 months
Appointment of Merger
Team1-2 months
Preliminary Analysis
[Due Diligence Fair Valuation]
2-3 months
Merger Education
CEO meetings amp Joint BOD meetings
2-4 months
Final Analysis1 month
Hart Scott Rodino Anti-Trust Filing2-3 months
Merging CU Member Vote
amp Approval1-2 months
Effective Merger Date
Integration amp Implementation
9-12 months
Member Vote Report results to
Regulators1-2 months
Regulatory Merger Packet Prep
1-2 months
Prospecting Calls
1-2 months
Timeframe is for general reference only andmay be materially different for each transaction
Strategy Transaction Integration
Merger Education
Strategic Planning
Prospecting Analysis
InitiationIntroduction
Facilitation
Structure amp Negotiation
Transaction Analysis
ClosingRegulatory Requirements
IntegrationImplementation
31lsquoTypicalrsquo Merger Timeframe
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Ranking Areas of Participation
bull Ranking of actual participation by IA in Merger by stages1 Post-merger audit of combined entity
2 Merger integration
3 Due diligence (may use third-party)
4 Deal approval and close (minimal)
5 Merger strategy (minimal)
32
Financial Institutions Group
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Merger Strategy
33
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Merger Strategy
bull IArsquos role normally very limitedbull Stay appropriately informed about merger strategy
and current activitybull If management has a merger strategy it may be
reviewed for alignment with credit union goalsbull If business case is prepared (once target is
identified) it may be reviewed Should bebull Comprehensive amp clearbull Include synergiesbull Include dis-synergies
34
Financial Institutions Group
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Merger Strategy - Risk Considerations
35
GovernancePolicy
IneffectiveCommunication Mutual Collaboration
CultureHuman Capital
Organizational Development Regulatory
Reputation Transaction CreditCollateral
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Merger Due Diligence
36
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Due Diligence - Intro
bull The goal of due diligence in the MampA process is for the buyer to confirm sellerrsquos financials and reach comfort level with closing deal
bull Conduct due diligence as an organization finance amp accounting operations lending human resources risk amp legal internal audit and outside consultants
bull Ensure weaknesses and risks are identified and considered in finalizing the deal
bull Begin preplanning for integration
37
Financial Institutions Group
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Due Diligence - Resource
38
Clic
k on
Em
bedd
ed E
xcel
CUESolutions ldquoDue Diligence Checklistrdquo httpswwwgooglecomsearchq=CUES+due+diligenceamprlz=1C1GCEU_enUS820US820ampoq=CUES+due+diligenceampaqs=chrome69i576256j0j9ampsourceid=chromeampie=UTF-8
$6000000
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Potential Contracts for Review | |||||||||||||||||||||||||||||||||||||||
Vendor Contracts | |||||||||||||||||||||||||||||||||||||||
CONTRACTS | Continuing | Merging | Credit Union | Vendor | Service Provided | Contract Start Date | Contract End Date | Renewal TermExpiration | Minimum Notice | TerminationProvision | Renewal Terms | Approximate Cost | Notes | PerformanceGroup | Location of Original Contract | ||||||||||||||||||||||||
Create listing of all contracts from both entities | 1 | ||||||||||||||||||||||||||||||||||||||
ACH Processing | 2 | ||||||||||||||||||||||||||||||||||||||
Account Cross Sell | 3 | ||||||||||||||||||||||||||||||||||||||
Accounts Payable checks | 4 | ||||||||||||||||||||||||||||||||||||||
After hours lending | |||||||||||||||||||||||||||||||||||||||
ALM | When does contract end | ||||||||||||||||||||||||||||||||||||||
Attorneys | Does it auto renew | ||||||||||||||||||||||||||||||||||||||
Auditing Internal | When do we need to give notice to cancel | ||||||||||||||||||||||||||||||||||||||
Auditing External | |||||||||||||||||||||||||||||||||||||||
Board reporting packageALMbudget | Termiantion Provisions Anything unsual | ||||||||||||||||||||||||||||||||||||||
ATM Processing | Implication Example | What is estimated cost of terminating contract | |||||||||||||||||||||||||||||||||||||
Tons | |||||||||||||||||||||||||||||||||||||||
Crtical Contacts | |||||||||||||||||||||||||||||||||||||||
Core | |||||||||||||||||||||||||||||||||||||||
Card Network | |||||||||||||||||||||||||||||||||||||||
LOS | |||||||||||||||||||||||||||||||||||||||
Payroll Processor | |||||||||||||||||||||||||||||||||||||||
Loan servicers | |||||||||||||||||||||||||||||||||||||||
Task | Who Is responsible | Possible IA Function | Notes or Integration Pre Planning | ||||||
CUES | I Financial Analysis | ||||||||
CUES | A Obtain Copies and Review the Following for the Past 2-5 Years | ||||||||
CUES | 1 NCUA Exam Reports | Management Team IA | Review exams | ||||||
CUES | 2 CPA Audit Reports (including workpapers) - if any | Finance IA | Review third party audit reports | Communicate with auditor to get auditor perspective | |||||
DM | 2A Internal FS and budget to actual and variance analysis | Management Team IA | Perform analytical review | Review quarterly FPR first to get big picuture feel | |||||
CUES | 3 Bonding Company Risk Audits (if any) and pending Claims | Risk | |||||||
DM | 4 BOD and SC meeting minutes | Management Team IA | Read minutes | ||||||
CUES | B Analysis by 3rd Party CPA or other Advisors (if any) | ||||||||
CUES | 1 Financial Review | ||||||||
CUES | 2 Compliance Review | ||||||||
CUES | C Review General Ledger | ||||||||
CUES | 1 Cash | ||||||||
CUES | a Who does CU use as Corporate | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of corporate accounts project | |||||
CUES | b Cash at other Financial Institutions - who | Finance Operations | Understandgtgtgtgtgtgtgtgtgtgt | Consolidation of bank accounts | |||||
CUES | c What are cash equivalents (whowhereetc) | Finance Operations | Example - 5 branches with tellersdrawers Cash machines ATMs | ||||||
DM | d What are different branch practices | Operations Risk | Assist with monitoring gtgtgtgtgtgtgtgtgtgt | Unification project(s) via training and close monitoring | |||||
DM | e Branch audits | Operations Risk IA | Perform branch audits | Help bring forward issues and differences to aid in unification project | |||||
CUES | 2 Investments | ||||||||
CUES | a Obtain schedule of investments (description purchase date maturity date rate etc) | Finance | If CDs safekept at individual institions consider sending confirmations | Obtain all safekeeping reports and investment reports | |||||
DM | b Check for signficant unrealized GainLoss on investment position | Finance | A large unrealized loss will impact fair value of entity | ||||||
DM | c What is investment strategy or investment type nonalignment | Finance | Understandgtgtgtgtgtgtgtgtgtgt | There may be a liquidation or consolidation project | |||||
CUES | 3 Loans | ||||||||
CUES | a Obtain and reconcile trial balance totals to GL | Finance | |||||||
CUES | b Test interest accruals | Finance | |||||||
DM | c Support for serving amp participation relationships (purchasedampsold) | Lending Finance Risk | Understandgtgtgtgtgtgtgtgtgtgt | There may need to be a navigation or unification project(s) | |||||
DM | d Review quality control setup | Lending Risk IA | Perform walkthroughs of quality control | Provide feedback on differences or issues - Planning stage of loan review | |||||
CUES | 4 Other Assets | ||||||||
CUES | a Obtain and review schedule of fixed assets other assets and NCUA share deposit | Finance | |||||||
CUES | b For Real Property list and briefly describe each property as follows | Finance | |||||||
CUES | I Copies of Purchase and Sale Agreement | Finance | |||||||
CUES | ii Include most recent FMV appraisal tax assessment etc | Finance | Full appraisals on buildings is likely recommendation | ||||||
CUES | iii List of monthly costs (maintenance taxes etc) | Finance IA | Perform audit of accounts payablevendor management | Appropriate expensed correctly understood no longer needed | |||||
CUES | iv Obtain any consultant or engineering reports or communications from third parties (if any) regarding hazardous or toxic materials | Risk | |||||||
DM | v Obtain support for all significant other assets | Finance | Cash surrender value assets CUSOs actuarial reports MSRs valuations Goodwill impairment assessment | ||||||
CUES | 5 Review calculation of Allowance for Loan Loss | ||||||||
CUES | a Review CU policy for delinquency and ALLL Calculation | Finance | |||||||
CUES | b Review calculation of ALLL for current month and last 4 quarters | Finance | |||||||
CUES | c Review special loan loss reserves for high-risk loans (if any) | Lending Finance Risk IA | Understandgtgtgtgtgtgtgtgtgtgt | Plan to collect on signficant problem loans | |||||
CUES | d Determine net charge-offsaverage loansyear for last 2 years for each major loan category | Finance Risk IA | Perform audit of charge-off activity | ||||||
CUES | 6 Collections - evaluate on a test basis | ||||||||
CUES | a Whether collection efforts are clearly and timely documented | Collections Risk | |||||||
CUES | b Use of refinanceextensions on delinquent loans | Collections Risk IA | Perform audit of extension activity | Overly liberal extension activity can hide losses | |||||
CUES | c Indications of delayed collection efforts | Collections Risk | |||||||
CUES | d Re-writes of accounts | ||||||||
CUES | e Collateral loans delinquent 60 days without repossession | Collections Risk IA | |||||||
CUES | f Delayed initiation of legal action on unsecured loans | Collections Risk | |||||||
CUES | g Delayed or irregular charge-off activity | Collections Risk | Delayed collection can hide losses | ||||||
CUES | h Obtain charge-off list -- review for potential recovery | Collections Risk | |||||||
DM | i TDRs | Collections Risk | |||||||
DM | j Bankruptcy activity | Collections Risk | |||||||
DM | k OREO activity | Collections Risk | |||||||
DM | l Repo activity | Collections Risk | |||||||
CUES | 7 Liabilities | ||||||||
CUES | a Obtain and reconcile Share trial balance totals to GL | Finance | |||||||
CUES | b Test Share interest accruals | Finance | |||||||
CUES | c Review Negative Account Payable (if any) | Finance | |||||||
CUES | d Test for unrecorded liabilities | Finance Risk IA | Perform audit for unrecorded liabilities | ||||||
CUES | II Field of Membership and Bylaws | ||||||||
CUES | a Obtain and Review Bylaws and Field of Membership of CU | Management | Understand field of membership and strategy | ||||||
DM | b Review member analytics aging of membership | Management | Understand field of membership and strategy | ||||||
DM | c Review member growth rates - with and without indirect growth | Management | Understand field of membership and strategy | ||||||
CUES | III Loan Portfolio Analysis | ||||||||
CUES | A Loan Policy Evaluation | ||||||||
CUES | 1 Evaluate completeness and efficacy of lending policies | Lending Risk IA | Understand significant differences and plans for unification project | ||||||
CUES | 2 Judgmental credit scoring or combination | ||||||||
CUES | 3 If credit scoring determine if absolute or guideline Determine when variances allowed | ||||||||
CUES | 2 Determine what creditworthiness is evaluated on debtincome assets home ownership stability etc | ||||||||
CUES | 3 Review pricing methodology | Lending Finance | |||||||
CUES | 4 Determine use of co-applicantsco-borrowers | ||||||||
CUES | 5 Determine maximum loan limit to one borrower | ||||||||
DM | 6 Review loan concentration reports | Lending | |||||||
DM | 7 Credit Score migrations or other trends | Lending | |||||||
CUES | B Evaluate Underwriting Standards | ||||||||
CUES | 1 Too loose too strict | ||||||||
CUES | C Loan Review Consumer and Mortgage | Lending Risk IA | Perform loan review | Sophisticated sampling might be used | |||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | ii Consumer protections laws (regs B and Z Fair Lending) | Lending Risk IA | See compliance slides at end of presentation for framework | ||||||
CUES | 2 Test collateral secured loans to evaluate perfected liens | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Credit Cards - additional review | ||||||||
CUES | i In-house processing or 3rd party vendor | ||||||||
CUES | iI Types of credit cards (ie Platinum Visa) | ||||||||
CUES | iii Current processor (obtain copy of agreement) | ||||||||
CUES | iv Product features offered with cards | ||||||||
CUES | v What is card number in relation to account number | ||||||||
CUES | 8 Prepare schedule of related party loans - if any | ||||||||
DM | i Review of insider account activity (Fraud Audit) | IA | If we dont see strong insider activity review in place We may want to recommend a deeper drive | ||||||
CUES | D Loan Review - Mortgage Loans - Review all loan files | ||||||||
CUES | 1 Evaluate compliance with federal and state laws and regulations | ||||||||
CUES | i NCUA regulations where applicable | ||||||||
CUES | ii Consumer protections laws (regs B and Z X HMDA Flood Act Fair Lending etc) | ||||||||
CUES | 2 Test loans to evaluate proper recordation of mortgages | ||||||||
CUES | 3 Test underwriting compliance | ||||||||
CUES | 4 Review credit scores | ||||||||
CUES | 5 Review collateral values on secured loans | ||||||||
CUES | 6 Review collections notes if any | ||||||||
CUES | 7 Identify types of loans | ||||||||
CUES | i First Second Third position | ||||||||
CUES | ii Purchase money refi HELOC etc | ||||||||
CUES | iii Participation loans | ||||||||
CUES | iv Business loans (Call report shows 1) | ||||||||
CUES | 8 Identify payment type (amortized vs daily interest) | Lending | |||||||
CUES | 9 Identify 3rd party investors (if any) | Lending | |||||||
CUES | 10 Identify loans Saleable on the secondary market | Lending | |||||||
DM | E Business Loan Review | Lending Risk IA | Understand underwriting quality and risk levels | Potential for third party audit | |||||
CUES | IV Leases and Contracts | Management IA | Contract Review Tab - Critical Section | ||||||
CUES | A Obtain Copies of all leases (if any) Computer Agreements HardwareSoftware | ||||||||
CUES | Service Maintenance Contracts Telephone System agreements Vendor agreements | ||||||||
CUES | etc and note the following | ||||||||
CUES | 1 Term | ||||||||
CUES | 2 Continuing monthly costs (and hardwaresoftware maintenance agreements) | ||||||||
CUES | 3 Maturity Date | ||||||||
CUES | 4 Trigger notice dates | ||||||||
CUES | 5 Any limitations on assignment (is merger of CU a default) | ||||||||
CUES | 6 Analysis of cost of early termination | ||||||||
CUES | V Pending LitigationContingent Liabilities | Risk IA | Understand issues and risk levels | ||||||
CUES | A List and explain pending litigation Review all attorney opinion letters | ||||||||
CUES | B List and explain contingent liabilities - review the following | ||||||||
CUES | 1 NCUA examiner finding | ||||||||
CUES | 2 Any EEOC investigations | ||||||||
CUES | 3 Any Wage and hour investigations | ||||||||
CUES | 4 Workers compensation actions etc | ||||||||
CUES | C Bond Issues | Risk | |||||||
CUES | 1 Review bond coverage and all endorsements | Risk | |||||||
CUES | 2 Evaluate extension of coverage post merger | Risk | |||||||
CUES | 3 Evaluate extension of discovery bond coverage post merger | Risk | |||||||
CUES | VI Human Resources | ||||||||
CUES | A Pending employee lawsuits (see Section V above) | HR Risk | |||||||
CUES | B List of current positions and current employees | HR | |||||||
CUES | C Review employee benefits (any retirement benefits etc) | HR Risk IA | See TAB Employee Benefits A look Inside an actual DM Due Diligence Report | ||||||
CUES | D Years of service for each employee | HR Risk | |||||||
CUES | E Obtain copies of employment contracts (if any) | HR Risk | |||||||
CUES | VII Information Services | Management | Contract Review Tab - Critical Section | Begin conversion planning | |||||
CUES | A Computer Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | B Communications Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | C Third party Hardware Software Peripheral Inventory List | Management | Begin conversion planning | ||||||
CUES | 1 ATMs | Management | Begin conversion planning | ||||||
CUES | 2 Audio Response | Management | Begin conversion planning | ||||||
CUES | D Copies of all Data Processing Contracts (see section IV above) | Management | Begin conversion planning | ||||||
CUES | VIII Other Services | Operations | |||||||
CUES | A ATMs if any | Operations | |||||||
CUES | B Item processing | Operations | |||||||
CUES | 1 Number of share drafts processed each day | Operations | |||||||
CUES | 2 Location of processing (in-house or outsourced) | Operations | |||||||
CUES | C LifeDisability Carrier | Operations | |||||||
CUES | D Collateral Protection Insurance | Operations | |||||||
DM | IX Interest rate Risk | Finance | |||||||
DM | X Branch profitability | Finance Operations | |||||||
DM | A Branch location growth statistics | ||||||||
DM | XI Internal Audit Functions (required audits) | IA | |||||||
DM | XII Fee Analysis | Management Team | |||||||
DM | XIII State Charter Special items | ||||||||
DM | A Obtain Tax Filing | Finance | |||||||
Due Diligence - Takeaways
bull Unrecorded liabilities bull Compliance issues and
violationsbull Pending threating
litigationbull Employee benefitsbull Contract review
39
Financial Institutions Group
bull IT vulnerabilitiesbull Credit riskbull IA may conduct targeted
auditsbull Key control structure
understandingbull Integration preplanning
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Deal Approval and Close
40
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Approval and Close
41
Financial Institutions Group
Section Description
1 Process and project plan
2 Message and methods of communication
3 Member vote packet
4 Meeting agenda and logistics
5 Member vote tabulation and results submission
Section Description
1 Detailed explanation of the reason for the merger
2 Proposed effective date of the merger
3 Current financial statements for both credit unions
Section Contents
1 Notification and Report Form
2Merger Documentationo Explanation and value proposition of the mergero Merger agreemento Executive biographies
3Market Share Informationo Market ConcentrationmdashDeposit Analysiso Market ConcentrationmdashLoan Analysiso Market Concentration by Countyo Bank and Credit Union Market Share Analysis
4Financial Informationo Fair Valuation of Combined Entities as of 33109o Call reports as of 123109o Combined forecast 2010o 5-year historical financial performance ratios
5 Legal Information
Member Vote
FTCNCUAState
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Approval and Close
bull IA participation in this phase may be limitedbull Focus on legal documents and regulatory approval
bull Keep apprised of progressbull During this phase IA can continue to monitor the
merging CUrsquos performancebull Any deterioration or activity increasing risk
42
Financial Institutions Group
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Approval and Close
bull Merger Application with NCUAbull Excellent item to review before the
integration stage begins
43
Financial Institutions Group
Clic
k on
Em
bedd
ed
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Integration
44
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Considerations
Project Management Group Structure
Merger Integration
Executive TeamSponsor
Performance Group Leaders
Performance Groups
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
IA Involvement Merger Integration
bull Participate in critical meetingsbull Understand integration timelinesbull Play advisory role to performance groupsbull Monitor progress or lack of progressbull Highlight potential gaps in the internal control
structure
48
Financial Institutions Group
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Post-Merger Audits
49
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Post-Merger Audit
bull Risk-based audit plan of combined entitybull Audit significant changes bull Perform targeted monitoring
bull Prepare lessons learned observations about the integration process maybe in coordination with a survey or interview processbull Significant integration challenges notedbull Most apparent culture diversity notedbull Other observations from due diligence follow up
and monitoring
50
Financial Institutions Group
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Integration AuditSurveybull A Post-Merger Integration Audit answers key questions about the last
acquisitionbull How were projects difficulties communications and actions surrounding the
merger handledbull What could have been done differently to make the integration more efficientbull What actions remain unfinishedbull How have members and employees perceived mergerbull If the company were to mergeacquire again what should be done differently
bull Audit Approachbull Determine the depth of review requiredbull Interview or conduct written surveys with executives managers employees
and if appropriate members and board membersbull Combine the qualitative and quantitative data (turn responses to specific
questions into graphs) to provide feedback and recommendations
bull Audit Deliverablesbull Summary report with recommendationsbull Compiled interview notesbull Analyzed surveyinterview resultsbull Presentation summary
51
Financial Institutions Group
Clic
k on
Em
bedd
ed
Source Merger Integration Post-Acquisition Employee Survey Questions httpswwwmergerintegrationcompost-acquisition-employee-survey
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Insight Oversight Foresight SM
Questions
52
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Thank you
Stephen LaBarbera CPAManager Cell (908) 268-1344Email slabarberadoerencom
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Services
bull Auditbull Mergers amp
consolidationsbull IT assurance
bull Vulnerability assessments
bull Penetration testingbull Member business
loan reviews
bull Commercial loan consulting
bull Internal audit co-sourcing
bull Loan loss amp delinquency control systems
bull CUSO consultingbull Regulatory compliance
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Compliance
55
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence ndash Lending Compliance
56
Financial Institutions Group
bull Determine whether loan product features will change in a manner that adversely affects consumers
bull Ensure proper notification for variable-rate (VR) adjustments on VR mortgages
Truth in Lending ndashRegulations Z
bull Provide the appropriate Servicing Transfer notice
bull Maintain escrow account administration
Real Estate Settlement
Procedures (RESPA) ndashRegulation X
bull Determine the impact on HMDA reporting for the surviving institution
Home Mortgage Disclosure Act
(HMDA) ndashRegulation C
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence ndash Lending Compliance
57
Financial Institutions Group
bull Identify Mortgage Loan Originatorsbull Update employeremployee information in
registry within 60 days of change
Secure and Fair Enforcement for
Mortgage Licensing (SAFE ACT)
bull Conduct a comprehensive Fair Lending review to ensure the acquired loans reflect consistency in pricing and underwriting no impermissible steering practices
Fair Lending Regulations
bull Provide updated Negative Information notice disclosures when necessary
Fair Credit Reporting Act (FCRA)
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence ndash Lending Compliance
58
Financial Institutions Group
bull Identify covered loans and ensure adequate insurance coverage
bull Notify the Federal Emergency Management Agency (FEMA) of change in servicer
Flood Insurance
bull Provide the appropriate Servicing Transfer notice bull Maintain escrow account administration including
annual analysis and notification(s)
Homeowners Protection Act (Private Mortgage Insurance)
bull Determine if any foreclosure proceedings are in process or if foreclosure is necessary after the transaction Provide required notices to ldquoqualified tenantsrdquo
Protecting Tenants at Foreclosure Act
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence ndash Deposit Compliance
59
Financial Institutions Group
bull Determine whether terms features will change and provide applicable Change in Terms notices
bull Continue to provide periodic statements with accurate customized information (if applicable)
Truth in Savings ndashRegulation DD
bull Identify changes in terms and provide notification within regulatory timeframes
bull Consider overdraft payment opt-in requirements for newly acquired customers
Electronic Fund Transfer ndash
Regulation E
bull Identify changes in funds availability policies and ensure compliance with Regulation CC
bull Ensure transaction processing cut-off timeframes are coordinated and properly disclosed
Expedited Funds Availability Act (EFAA)
ndash Regulation CC
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence ndash Other Compliance
60
Financial Institutions Group
bull What credit union wide system will be usedbull Money services business
Bank Secrecy Act (BSA)
bull Consider the adequacy of disclosures to consumers regarding changes to account terms
bull Consider potential impacts on customer accounts converted to accounts without the same benefits
Unfair or Deceptive Acts or Practices
(UDAP)
bull Determine if the acquired bank collects debt for third parties and the scope of that function
Fair Debt Collection practices
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence ndash Compliance Resource
61
Financial Institutions Group
Click on Embedded PDF
Source for compliance slides ldquoMergers and Acquisitions A Compliance Perspectiverdquo
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Whatrsquos our Role Guidelines
62
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
WOR Guidelines
bullGuidelines may need to be appropriately paired back for credit unions below 1 billion in total assets
63
Financial Institutions Group
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
WOR Guidelines - Partner
Compliance Functionbull Strategic partner to senior
leadership and business
bull Engaged upfront by business unit leadership
bull Consulted by senior leadership in identified opportunities
bull Collaborate with internal audit to identify and cover risks
64
Financial Institutions Group
Internal Audit Functionbull Audit Committee
bull Proactively provide input on risks related to critical company initiatives
bull Provide value by reporting on risk and controls by setting out the facts risks and implications
bull Jointly with compliance assess group-level risk - Coordinate risk management plansprojects when possible
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
WOR Guidelines - Risk Assessment
65
Financial Institutions Group
Compliance Functionbull Coordinate compliance risk
assessment processes with internal audit risk assessment where possible
bull Review ldquohot topicrdquo risks together to determine whether in compliance or internal audit scope
bull Work together across ERM other ldquolines of defenserdquo and internal audit to build common risk framework
Internal Audit Functionbull Include compliance function as
part of annual risk assessment
bull Discuss key areas of risk assessment with compliance
bull Share and obtain feedback on assessments of risk
bull Reduce the risk of duplication of efforts
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
WOR Guidelines - Monitoring
66
Financial Institutions Group
Compliance Functionbull Identify overlap with IA and
areas that are more appropriate for continuous monitoring
bull Collaborate with IA to develop metricsreports for monitoring deficiencies identified
bull Meet with IA to review metrics to find areas that may require ldquodeeper diverdquo audit
Internal Audit Functionbull Coordinate with Compliance to
bull Identify new areas of risk
bull Discuss issues and concerns
bull Discuss upcoming reviews to ensure efficiencies
bull Formalize process of communicating compliance issues with compliance so that compliance can assist in root cause analysis and corrective action
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
WOR Guidelines - Audits and Reviews
67
Financial Institutions Group
Compliance Functionbull Identify opportunities to
perform integrated assessmentsaudits with IA
bull Collaborate during development of compliance and IA annual auditreview work plans
bull Develop and implement complimentary communications when performing integrated audits
Internal Audit Functionbull Look for opportunities to perform
integrated audits
bull Utilize compliance as resourced during fieldworkplanning
bull Use compliance to develop a more holistic view of risk and increase audit efficiency
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
WOR Guidelines - Reporting
68
Financial Institutions Group
Compliance Functionbull Align more closely with
internal audit to drive a common definition of risk and use similar risk language with leadership
bull Include IA in meetings to facilitate information sharing and a coordinated approach
bull Coordinate with IA when needed for meetingsreporting
Internal Audit Functionbull Navigate the audit committee by
providing understanding of sources and coverage of risk
bull Conduct routine coordination and communication between legal compliance ERM
bull In order to appropriately and proactively navigate the audit committee by providing understanding of sources and coverage of risk
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Whatrsquos our role - Source
69
Financial Institutions Group
Click on Embedded LinkPWC ldquoIntersection of Internal Audit and Compliance (2018 Compliance Institute 708)rdquohttpswwwslidesharenettheHCCAintersection-of-internal-audit-and-compliance-2018-compliance-institute-708rdquo
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Whatrsquos Our Role Conversation
Internal Auditbull Improve business and
financial controls recommendations to drive change
bull Reviews risk management and control and governances processes
bull Provide unbiased and objective view
70
Financial Institutions Group
Risk Managementbull Helps set
organizational strategy to mitigate loss
bull Protects institution from legal liability by serving to protect the member
bull Global
Compliancebull Identify risks and
deploy resources accordingly
bull Promote acting legally and ethically mitigate compliance risks
Managing Organizational Risk The Mighty Triad of Internal Audit Compliance and Risk Management httpswwwslidesharenetPYAPCmanaging-organizational-risk-the-mighty-triad-of-internal-audit-compliance-and-risk-management
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
copy Doeren Mayhew All rights reservedStrategic Advisory
71
Num
ber o
f Ban
ksChange in of Banks
Source SNL
US Bank Trends
7523 7397 7279 7077 6829 6519 6275 6072 5847 5607 5340 5112 4918
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
126 118
202
248
310
244
203 225
240
267
228
194
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
copy Doeren Mayhew All rights reservedStrategic Advisory
72
NATIONAL BANK GROWTH(INDEX 2005=100)
Peer 5
Peer 4
Peer 3
Peer 2
Peer 1
Industry Direction 2005 ndash 2019
Peer 1 ($0-$499M) Peer 2 ($50M-$999M) Peer 3 ($100M-4999M) Peer 4 ($500M-$1B) Peer 5 ($1B+)Note Omits banks over 10 Billion in Assets
100
24
63
119
211
273
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
63
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
copy Doeren Mayhew All rights reservedStrategic Advisory
73
From 1990 and Q1 2015
28 50 80
US Population Number of Credit Unions Credit Union Membership
Why it mattersThis data strongly suggests that by creating economies of scale within the industryFewer credit unions were able to do a better job in the areas of service branding and generating public awareness than was the case during the segmented history of the industryrsquos past
Current Industry Merger Rationale - Qualitative
Source Credit Union Times Magazine
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Due Diligence
74
Summary Components
bull Accounting and reconciliation bull Assess current contracts (liability and escape clauses ndash IT amp Debit Card)
bull Human resource policies staffing compensation structure and unrecorded benefit plans
bull Review legal to determine potential litigation or contingent liabilities
bull Loan evaluation focused on credit collateral concentration and interest rate risk
bull Allowance for loan loss analysis and delinquency charge-off patterns
bull Cash and liquidity bull Investments-credit amp Interest rate risk
bull Fixed assets and market value bull Other assets and liabilities
bull Members shares and certificates bull Equity levels
bull Fair value of balance sheet bull Projected synergies
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger Considerations
Project Management Group Process
Merger Integration
Use Tools
Decision
Group Leaders
Meetings
Decision
Update ProjectPlan
Executive Team
Meetings
Decision Communication
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger ConsiderationsMerger Integration
BDO ldquoInternal Auditrsquos role in highly acquisitive organizationsrdquo httpswwwbdocomBDOmediaWebinar-HandoutsIAs-Role-in-Highly-Acquisitive-Organizations_062717pdf
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights
Merger and Acquisition Life Cycle
77
Financial Institutions Group
1 Strategy 2 Due Diligence
3 Deal approval and close
4 Integration
bull Four Key Areas of MampA Life Cycle
bull IA should be involved throughout the MampA process to monitor management activities and offer key insights