Lawrence Advisory Services provides a variety of professional services. All of the services are provided by Toby Lawrence who has or was:
- 29+ years of experience;
- A partner in two separate national CPA and consulting firms, McGladrey LLP and CliftonLarsonAllen LLP, where he served literally hundreds of banks, credit unions, and mortgage companies located throughout the United States. He has also provided various consulting and audit services to the Federal Deposit Insurance Corporation and the Federal Housing Finance Agency that oversees Fannie Mae, Freddie Mac, and the Federal Home Loan Bank system.;
- Extensive expertise and experience. For example, Toby has provided loan review services to over 100 different financial institutions, led over 45 merger and acquisition transactions, and testified at the United Nations in Geneva, Switzerland.He has also led the turnaround efforts at numerous banks and / or credit unions including one where he helped the institution go from being on the verge of being taken over by regulators to being considered well capitalized in less than six months. To accomplish this, he recommended staffing level changes, negotiated cost savings with key vendors, persuaded borrowers to pledge additional collateral or restructure their loans, and enhanced the institution’s lending department policies and procedures.
- Served as the President and CEO of a community bank and on the Board of Directors of two banks; and,
- Highly sought after speaker on such topics as merger and acquisitions, enterprise risk management and internal audit best practices, effective strategies for pricing and mitigating risk in commercial lending, and current and future trends within the financial services industry.
Merger and Acquisition Services
Toby Lawrence has represented clients in over 45 merger and acquisition (“M&A”) transactions including branch and whole bank acquisitions.
Our services in this area include:
- Assist the Board of Directors, majority shareholders, and senior management in preparing an M&A strategic plan to ensure that you use a disciplined approach to pursuing an acquisition. This plan will address such questions:
- What size of institution do you want to pursue? What are the combined institution’s capital ratios post acquisition?
- What geographical markets do you want to be in? How do you rank these markets in terms of priority?
- Do you want to go after a troubled institution to reduce the purchase price paid or do you want an institution that is relatively clean?
- Do you have existing management in place that you can relocate to the new market or does the target need to have qualified management that will remain with the institution after the transaction closes?
- Will you require the senior people at the target to sign non-compete non-solicitation agreements?
- What type of structure do you want to use for the transaction? (I.e. purchase of stock versus an asset purchase).
- What are your deal breakers such that if they exist you will walk away? These are especially important to define up front so that your emotions don’t lead you to acquiring a institution or branch that doesn’t add value to your organization.
- Identify potential targets that meet your predefined equirements.
- Contact the targets on the approved list to assess their interest.
- Draft the non-binding letter of intent;
- Negotiate with the prospective seller, if necessary;
- Assist with the due diligence process. We will supply you with a due diligence checklist, assist in the review of loan files and other financial information, participate in interviews of senior management and other key employees, and provide input on the maturities, pricing, and relative liquidity of the institution’s interest bearing assets and liabilities. We can complete as much of the due diligence as you want.If we are active in the due diligence process we will also prepare a written report summarizing our findings and conclusions that can be shared with your Board of Directors, shareholders, and regulators.
- Review the purchase agreement and provide input.
- Prepare the required regulatory applications and related financial projections to gain regulatory approval of the transaction.
- Attend the closing and review / prepare the settlement statement and the closing journal entries.
- Perform limited upfront due diligence on your institution so that we may provide your Board of Directors and shareholders with an informed estimate of the value of your institution. We will also make you aware of any issues that should be addressed prior to our marketing the institution;
- Prepare a Descriptive Memorandum that discloses certain financial and nonfinancial information about the institution. It also will include a description of the process used to market the institution and the format to be used by prospective buyers to submit their bids;
- Create a list of potential buyers. As part of this process we will evaluate whether potential buyers appear to have the capital necessary consummate the transaction;
- After obtaining a signed confidentiality agreement send the packages to potential bidders;
- Provide advice to shareholders and the Board of Directors as they evaluate the bids received;
- Be on-site and facilitate the due diligence process performed by the winning bidder(s) to ensure the process proceeds smoothly and with minimal disruption to your staff;
- Review the purchase agreement prepared by the buyer’s attorney and provide our advice. Please note, you will also need to engage qualified legal counsel to review the document; and,
- Attend the closing and review the settlement statement to ensure the transaction closes in conformity with the purchase agreement.
We can also assist Credit Unions with the due diligence process and the evaluation of potential merger transactions. We will prepare a report for the Board of Directors summarizing any issues identified in due diligence and the potential benefits and negatives of the prospective transaction.
Risk Management (Loan Review and Internal Audit)
We select a sample of commercial loans and evaluate the 1) the appropriateness of the risk rating and if applicable, any specific reserves, assigned to the loan; 2) whether the loan file includes the documents and is being managed in a manner consistent with your institution’s loan policy and sound underwriting and credit administration practices within the industry; 3) whether we identified any violations or matters of non-compliance with banking or credit unions laws and regulations; and 4) provide you with our recommendations on how you may improve the profitability or effectiveness of your lending operations.
Typically, we suggest that clients have us review 35% to 50% of the total dollar amount of commercial and commercial real estate loans outstanding. It’s very important that every loan have a chance of being selected and that the sample be representative of your entire commercially oriented loan portfolio. It is also imperative that the review include all loans held for each relationship selected so that we are able to obtain a complete picture of your relationship with the borrower.
Outsourcing loan review is very cost effective. For example, our fees to review 60 loan relationships would cost you in the range of $13,000 to $15,000. We would also invoice you for the amount of any direct expenses incurred. For most institutions with under $300 million in total assets, this sample size will allow us to obtain the desired coverage discussed above. To hire someone internally would cost 3 to 5 times this amount!
At the conclusion of the review we will provide you with a written report that identifies any recommended risk rating or specific reserve changes noted as well as any technical exceptions identified during the review. We will also provide you with our best practice recommendations that may help you improve the profitability of your lending operations, the methodology used to prepare the allowance for loan losses calculation, or the institution’s underwriting and credit administration policies and procedures.
Toby consulted with the Federal Deposit Insurance Corporation in the preparation of Material Loss Reviews (studies on why banks failed) during the recent economic crisis and in the closing of institutions during the late 80’s and early 90’s. He also has consulted with numerous bank and credit unions helping them respond to regulatory orders and / or exam findings so he is very knowledgeable on the “red flags” that can lead to asset quality issues.
Some institutions also have us review a sample of charge-offs that have occurred in the last 12 to 18 months to see if there are any lessons to be learned from these losses. We can also review a sample of consumer loans to see if the loans are being underwritten and include the documentation required by your institution’s loan policies.
Internal Audit Outsourcing
We can help clients by both performing internal audit outsourcing services and helping clients prepare the enterprise risk assessment (“ERM”) and related 3-year audit plan. When we are asked to assist with the ERM process, we interview management and key employees and then review the institutions:
- Significant written policies and procedures;
- Minutes of the credit, asset liability management, board of directors, and any other executive level committees of the institution;
- Financial information so we understand the institution’s present financial condition and performance over the last few years.
We then document the institution’s significant controls, procedures, and risks and assign a score or risk rating to each major function or area of the institution based on our assessment of the following risks:
- Reputational; and,
- Severity of the financial loss that may be incurred;
An overall risk rating is then assigned to each function or department and an internal audit strategy is created so that management can monitor whether its key controls and policies are being adhered to and whether the controls are adequately designed. Ideally, management will use this tool on an on-going basis and form an ERM committee to use this same process each time a new product is offered, new location is opened, or significant change in one of the institution’s policies or procedures occurs. As such, part of our responsibilities will include assisting you in the formation and training of a ERM Committee.
We can also perform on-going internal audit services for your institution. We can provide you with suggested procedures, use the procedures that you have created, or use some combination of both. Typically we spread the procedures to be performed over 2 to 4 on-site visits occurring throughout the year. At the conclusion of each site visit, we issue a report with our findings, recommendations, and the status of any remaining unresolved findings from previous site visits. Reporting unresolved findings will assist senior management and the Board of Directors in ensuring that all internal audit findings are addressed in a timely manner.
What makes Lawrence Advisory Services so unique is that the individual performing the work has over 25 years of experience. A lot of firms use staff fresh out of college or with less than 5 years of experience to perform this service. Toby also has extensive experience performing operational and profit improvement reviews which will help us provide you with valued added recommendations on ways you may grow and or become more profitable.
In many states, banks and credit unions are able to use this internal audit service to satisfy their annual directors’ exam requirement.
Interest Rate Model Validation Reviews
Examiners are requiring more banks and credit unions to have their asset liability management (“ALM”) models subject to validation by a reputable outside party. We often are able to perform these reviews remotely which saves you both time and money. Our ALM model reviews include the following procedures:
- Read the institution’s ALM related policies and procedures and contingency funding plan as well as the minutes of the institution’s asset liability committee (“ALCO”) to determine if the institution’s ALM policies and the materials covered by ALCO are in compliance with current regulatory requirements and / or best practices within the industry;
- Agree historical data within the ALM model to the institution’s internal accounting records;
- Perform a look-back test to evaluate whether your ALM model appears to adequately project what will happen to interest bearing assets and liabilities at various interest rate level changes. We will compare the level of interest bearing assets and liabilities and the related net interest margin as of a “as of date” used for the review to what the model projected would occur to these items 12 months prior to the as of date. We will distinguish the differences between the projected and actual results between the differences that occurred because of a change in management strategy and the differences that may indicate that your model needs to be enhanced;
- Assess the reasonableness of the major assumptions used in the model to determine whether they are consistent with strategies used by the institution in the past, what we see other institutions use, expected fluctuations in current and long-term interest rates, and the institution’s current strategic initiatives; and,
- Assess your current asset liability management strategies in terms of your pricing philosophies and the ways you manage liquidity risk to determine whether we have any best practices or profit improvement type recommendations for you.
At the conclusion of our fieldwork we issue a written report that includes our findings and recommendations as well as a list of the procedures performed.
We price this service based on the asset size of your institution and whether we are able to perform this service remotely or need to come on-site.
Profit Improvement or Operational Review Services
We can perform an independent review of your entire institution or of a particular function (i.e. the mortgage lending area) within the institution. In these reviews, we:
- Interview key employees within the selected functions to gain a thorough understanding of their duties and the significant processes and controls that are in place;
- Interview other key stakeholders (i.e. members of the Board of Director or senior management);
- Read any significant policies and procedures or any type of third party reports that exist;
- Examine any financial or other operational data available; and,
- Compare the results of the above procedures to peer group data and what we have seen work in other financial institutions we have worked with.
Our profit improvement or operational reviews focus on the following:
- The appropriateness of your staffing levels and the types and amounts of compensation paid to your staff;
- The level and quality of supervision provided to staff;
- Reasonableness of fees or amounts paid to major vendors. Note, in certain cases we will create and send out Requests for Proposals (with your approval of course) to see if we can reduce the amount of expenses incurred by you on an on-going basis. This way we are reporting actual not hypothetical cost savings;
- Structure and pricing of your products and services in comparison to your major competitors and considering the institution’s goals for growth and profitability; and,
- The need, adequacy, and effectiveness of your current operating policies and procedures.
At the conclusion of our fieldwork, we will issue a report summarizing our findings and recommendations. The report will also include a chart summarizing the action items to be completed, the individuals or department to be assigned to the action item, the expected completion date, and the expected benefits and costs to implement each item.
Provide Expert Witness Testimony
Toby Lawrence can serve as an expert witness or assist in the investigation of fraud cases. We do not provide business valuation services but have relationships with several accredited specialists in this area that we can refer you to.
– President –
We want to get your planning team to look forward and get outside of their normal comfort zone so they create a plan to take the institution to the next level. Our goal is to get your key stakeholders to reach a consensus on where they want the institution to go in the future and on what needs to be done to get there.
We believe that execution is as important as the plan itself so we want to complete the planning process in an efficient manner (1 to 3 full or partial days of planning) so that you can focus on completing the action items. Our planning process includes the following:
- Assign homework assignments to members of the strategic planning committee (“Committee”). We will provide them with guidance and review their completed materials before they are submitted to the rest of the Committee. We will also ask these individuals to give a report at the start of the planning sessions. These homework assignments will deal with such matters as the institution’s recent financial performance and growth trends including comparing your institution to your competitors on certain key operating ratios, assess your current inventory of talent and the quality of your management succession plan, and an assessment of how the institutions pricing and products and services compare to those offered by your competitors;
- Send out a questionnaire to the Bank’s employees, Board of Directors, and the members of the Committee. The questionnaire for the employees will focus on obtaining information on the employees’ perceptions of the Bank’s performance management program (compensation and bonus plans, performance review system, and the quality and type of supervision received), training programs both informal and formal, customer service, and ask them for any ideas they may have on how to improve the organization. This questionnaire will be sent out on an anonymous basis except that, we will give the employees the option of providing their names for any improvement ideas they submit.The questionnaires to the Board of Directors and the Committee will focus on identifying their perceptions of the Bank’s strengths, weaknesses, threats, and opportunities as well as ask them for their input on areas the Committee should focus on in the planning sessions. These questionnaires will be sent out prior to the strategic planning sessions and the results will be summarized for the Board of Directors and the Committee.
- Facilitate the strategic planning sessions guiding the Committee through the strategic planning process. We will try to ensure that all members of the Committee participate in the process, provide industry insights where appropriate, and ensure that that the Committee stays on task.
- Prepare a written document summarizing the mission statement and the action items developed by the Committee. Each action item will be assigned to a specific individual and have an expected due date. A draft of the written strategic plan will be provided to management within 10 business days after the strategic planning session(s) are completed.
- Approximately 90 days after the strategic plan is issued, we will attend a meeting of the Bank’s Board of Directors to obtain an update on the progress of the action items within the strategic plan. We will ask for an update on the action items within the plan, tweak the action items if necessary, and assist the Board and senior management in ensuring that the strategic plan remains relevant and a priority for the institution’s staff.
Assisting institutions in responding to regulatory orders
We have extensive experience assisting both banks and credit unions in responding to regulatory orders or exam findings. Examples of these services include:
- Assisting a troubled institution on the verge of being taken over by regulators by completing the independent management assessment and the related plan to turn the institution around. We then participated in all on-going meetings and negotiations with regulators to ensure they were properly informed and approved of the corrective actions to be taken The corrective actions taken included:
- Negotiating on-going cost reductions with vendors;
- Providing recommendations on staffing level reductions and negotiating with certain employees to reduce their annual salaries to be more in line with industry norms;
- Enhanced several key policies;
- Changed the structure or pricing of certain products or services to improve their profitability; and,
- Provided recommendations to and assisted the loan officers in resolving problem loans including persuading borrowers to restructure their loans or provide additional collateral.
In less than six months the regulatory order was lifted and the institution was back to being considered well-capitalized. This was all accomplished without the injection of additional capital.
- Serving as the temporary President of an institution where Toby enhanced the institution’s lending practices and policies, terminated certain underperforming loan officers and then recruited suitable replacements, and worked with borrowers to work out a number of problem credits.
- Drafted numerous letters and action plans on behalf of clients to help them respond to findings derived from safety and soundness exams or subsequently issued regulatory orders.
- Performed over 20 independent assessments of management or the Board of Directors as requested by examiners or by the Board of Directors because of problems experienced at the institution.