As time runs out to make acquisitions using pooling-of-interests accounting, only a handful of banks have struck deals to get in under the wire.

And banking analysts and consultants do not expect many more announcements ahead of the June 30 deadline, because the new rules may prove more advantageous to buyers and sellers and because restrictions on stock buybacks — not to mention a general slowdown in merger activity — have prevented buyers from pursuing pooling deals. “We might have expected to see some more activity, but the broader supply-and-demand forces are more demonstrative than the impact of the pooling deadline,” said Charles Crowley, managing director for the Cleveland division of Friedman, Billings, Ramsey & Co. Inc.

The new mergers-and-acquisitions accounting rules approved by the Financial Accounting Standards Board in mid-May eliminate pooling-of-interests accounting, which lets companies combine their assets and liabilities and suffer no effect on earnings.

Under the new rules, starting Jan. 1 goodwill — an intangible asset that equals the difference between the purchase price and the company’s fair market value — will no longer be amortized.

Instead it will be maintained on a company’s balance sheet and undergo an impairment test once a year. If the reporting unit that the goodwill is under loses value, it will have to reflect the loss in its books.

Don J. Kauth, an analyst with Keefe Bruyette & Woods Inc., New York, said the new method puts more value on goodwill.

And since an increase in goodwill has a direct correlation to a higher purchase price and a boost in assets, many banks might prefer purchase to pooling, Mr. Kauth suggested.

Of course, some banks still prefer the pooling method — or at least having it as an option.

Five pooling deals have been announced in the last few weeks, capped by Friday’s announcement that Umpqua Holdings Corp. in Portland, Ore., had agreed to buy Independent Financial Network in Coos Bay, Ore., for $53.8 million in stock (see article on page 6). R. Steve Aaron, president of Catawba Valley Bancshares, Hickory, N.C., said last week that he’d had the June 30 deadline in mind during negotiations to buy $111 million-asset First Gaston Bank of North Carolina. The deal was announced May 31.

“One reason that we pushed it through in June was to have the option to handle it in whatever way we wanted to,” Mr. Aaron said.

In another pooling-of-interests deal, $2.6 billion-asset NBT Bancorp Inc. in Norwich, N.Y., said last week that it had agreed to buy $964 million-asset CNB Financial Corp. of Canajoharie, N.Y.

Daryl R. Forsythe, NBT’s president and chief executive officer, said the companies settled on pooling because it had more “financial merit” than purchase, even under the new accounting rules.

Mr. Forsythe added that, though his company would still make deals under the new rules, “Personally, I prefer to have both options available to give people looking to do a transaction two ways of doing it.”

Still, five deals do not a wave make.

Mr. Crowley said buyback restrictions may be one reason there have been so few deals; banks that have repurchased stock within six months of a merger announcement cannot use the pooling method. “I think a lot of banks have been in the buyback mode, so you have seen a little bit of willingness to look ahead and feel comfortable with purchase transactions,” he said.

And many point out that because the decision to get rid of pooling was proposed nearly five years ago, there has been ample time to do purchase deals. Christopher Hargrove, president of Professional Bank Services Inc. in Louisville, Ky., said that in the time since a version of the new rules was first floated nine months ago, many banks have taken to the purchase method.

“A lot of people are going ahead and planning under the new rules, which I think will increase the value in cash and stock/cash mixtures,” Mr. Hargrove said.


From Our Archive

Subscribe Now

Access to authoritative analysis and perspective and our data-driven report series.

14-Day Free Trial

No credit card required. Complete access to articles, breaking news and industry data.