Month: December 2021

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When Our Parents Woke Up 80 Years Ago

My mom grew up in Taylorville, Illinois.

This is an EXTRA edition of the Breeze Courier, Christian County’s only daily from 80 years ago.

The headline event changed the world for our parents. Knowing what was coming, my mom and dad eloped to Missouri to get married as there was no waiting period required for a license.

My Dad’s military ID shows his active service from May 5, 1941 to his release from inactive duty on January 17, 1946.

On page 6 of the paper are ads for current local movies. The main show is Keeping “Em Flying starring Bud Abbott and Lou Costello.

The Special Sunday dinner of roast tom turkey at tne Blue Classic restaurant is 50 cents, served from 12 to 8 pm.

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A Dangerous Way of Thinking: Clayton Christensen’s Final Message

Harvard Business School Professor and creator of disruptive innovation theory, Clayton Christensen described the use of marginal cost/revenue analysis as “a dangerous way of thinking.”

Here is the critique from his case analysis of Blockbuster’s corporate failure:

Blockbuster followed a principle that is taught in every fundamental course in finance and economics: When evaluating alternative investments, ignore sunk and fixed costs (costs that have already been incurred), and instead base decisions on the marginal costs and marginal revenues (the new costs and revenues) that each alternative entails.

But it’s a dangerous way of thinking. This doctrine biases companies to leverage what they have put in place to succeed in the past, instead of guiding them to create the capabilities they’ll need in the future. 

Previously I showed how he applied this concept to personal, moral decisions.  How easy it is to give into the ever-present temptation to do something “just this once.”

But he also had great doubt about this approach to everyday business decisions.  I believe his analysis is relevant to some of the largest transactions now undertaken by credit unions:  buying whole banks.

How Credit Union Whole Bank Purchases are an Example of Christensen’s Concern with Marginal Cost Analysis

Twelve whole bank purchases have been announced by credit unions in 2021.  These are cash purchases of all the assets and liabilities of a bank.  A credit union cannot own a bank charter so the existing firm is bought as a single entity,  and any activities not authorized for credit unions sold off.

Cash is paid because credit unions cannot issue stock.  Stock is the more common currency in which interbank purchases are transacted.   The selling shareholders receive shares in the new combined entity.  These shares’ future value will depend on institutional performance and market trends.   There is no such future risk with a cash sale.  The seller can use the proceeds for any purpose.

These sales are off-market transactions.   That is credit unions negotiate the purchase in private, and unless the bank is publicly traded, the terms are rarely revealed.  Because the transactions are carried out without credit union-buyer disclosures, the bank seller controls the critical information about other offers and why the credit union was the chosen purchaser.

Unlike bank sales paid for with shares of stock, there is no  follow-up process  to determine if the promised benefits and/or institutional goals are achieved.   Sometimes the stated purposes is to offer bank customers the advantages of credit union services.   This is circular reasoning. In a purchase customers do not choose to join the credit union, their accounts were sold to benefit the bank’s stockholders.  It might even be counter- productive for the credit union to re-write customer loans purchased if this lowered the rates and thus the ROI on the credit union’s investment.

Without public statements of expected outcomes, the results of mergers become mashed in with all the credit union’s other financial outcomes.   There is no separate accounting of whether the return benefits the current member-owners.

The existing members’  should be informed how their value is increased  when their collective savings (reserves) are paid out to bank owners.  The price paid is often at a significant pick up over the bank’s reported book  or stock value.   This is especially important when the acquisition is outside of the credit union’s current market area and bringing no immediate service benefits.

Christensen’s critique of marginal analysis is most critically a strategic concern.  The prospect of  incremental growth is the frequently  stated or implied  reason for these purchases.   By adding  the existing savings and loans of bank customers,  the credit union will increase scale and incremental ROA and  maybe eliminate duplicate overhead expenses when combining firms.

Moreover the credit union’s net income is tax exempt, a fact that may be used to project enhanced earnings results than achieved by the bank.

Christensen’s observation of “dangerous thinking” is not about the financial math.  There can be more revenue, cost cuts and higher net income when adding more assets and liabilities.   That is not his point.

In these transactions credit unions are buying businesses that are mature.  The bank owners decided to cash out now and seek a better return for their funds versus continuing to grow  the bank’s business.

Marginal analysis to support investments in yesterday’s business models can jeopardize a credit union’s future.   Tomorrow’s financial services are being shaped by new fin-tech models, the growth of crypto currency transactions, and decentralized autonomous organizations (DAO’s) which operate outside current regulatory boundaries.  This is not what credit union’s are buying in these transaction.

Even the increased regulatory and competitive threats to overdraft (courtesy pay) income and credit and debit exchange fees, could upend the financial assumptions in these purchases.

Credit unions are buying financial firms whose owners believe their best days are over.  These credit union purchases are cash spent on yesterday’s businesses not tomorrow’s. Buying a firm’s old business models might boost short term marginal  revenue  but accelerate a longer run decline in competitive positioning.

Quantifying the Risk

As the number and scale of these transactions grows so does the risk. Most transactions are done at a premium over the latest stock price or a multiple of  book value. One analysis reports  recent sale prices range from 1.3 to 1.9 times book value

In the examples that follow, the three credit union purchasers report total net worth of $1.863 billion in their September 30 call reports.   The five banks being purchased by these credit unions report total book equity of $678 million.  If the agreed purchase price was just for book value, these  bank  investments would average 36% of the credit unions’ total net worth.

However, if the purchase price was greater than book, for example at 1.5 times, then the credit unions have paid out cash of over $1.0 billion, or 55% if their net worth, to these bank stockholders.  The difference between the bank’s book value and purchase price would be recorded as goodwill, an intangible asset, for the credit union.

The examples share common operational challenges and also demonstrate three different primary risks.   They illustrate why increased transparency by  credit unions in these deals is sorely needed.

In each example, the credit unions are playing with “house money” that is the members’ collective savings/reserves. If the risks assessed and returns hoped for are not achieved, then the investment shortfalls will reduce existing member-owners  value. And if the purchase proves totally mistaken, the risk is the entire credit union system’s.

Playing with House Money

Example 1:

Vystar’s Purchase of Heritage Southeast Bancorporation (HSBI) is the largest bank acquisition announced so far.   HSBI is a bank holding company, a recent combination of three previously separate firms, with $1.6 billion in assets and 22 branch locations.

Before the purchase was announced, HSBI’s stock price traded in the $14-$!5 range.   Immediately after Vystar’s offer of $27 per share (approximately $196 million) the stock jumped overnight to $25-$26, where it has stayed since.

HSBI’s assets are only 14% of Vystar’s $11.4 billion.  But this investment would equal approximately 21% of the credit union’s September 30 net worth.    The critical question in this deal: was HSBI woefully undervalued by the market and Vystar negotiated a good deal?

Can Vystar turn around a three-bank conglomerate that had yet to achieve its financial potential?  If the pre-purchase market price is a better indicator of HSBI’s franchise value, Vystar has bet almost $100 million that the market value was under-priced and that it can realize its full value.

Example II:

In early August the $1.027billion Orion FCU announced the purchase of the  $751 million Financial Federal Bank, in Memphis, to “expand its products and services and deepen market share in private banking, residential and commercial lending.”

At September 30, Financial Federal’s $792 million in assets were77% of Orion’s total assets.  This would be by far the largest whole bank acquisition as a % of the purchasing credit union’s assets.

Financial Federal is privately owned.   The bank’s capital at September was $93 million.  If the purchase price were 1.5 times book, this would be a cash payment of about $140 million.   This amount would be 120% of Orion’s September 30 net worth.   If book value was the cash purchase price, that would equal 80% of Orion’s reserves.

The credit union is putting all of its chips on the table with this purchase.  In November a state judge imposed a temporary injunction  on the purchase  at the request of the Tennessee Department of Financial Institutions.  TDFI argued that it is a prohibited transaction under the state’s banking act.

If upheld, might TDFI have done a favor for the credit union?

Example III:

The $7.91 billion GreenState credit union headquartered in North Liberty, Iowa has announced three bank purchase and assumptions in 2021. They are:

  1. Oxford Bank, Oakbrook, Il. $759mn Assets and $71 mn capital
  2. Premier Bank, Omaha, NB. $383 mn Assets and        $40 mn capital
  3. Midwest Community Bank, St Charles, IL. $352 mn Assets and $54.3 mn capital

The three are privately owned and no terms of  the transactions have been announced.   The total assets of the three at September 30 are $1.5 billion with capital of  $166.3 million.

These $ totals would be 19% and 21% of the GreenState’s assets and capital respectively.  If the purchase prices averaged 1.5 X book,  the cash payouts would be 30% of GreenState’s new worth.

What makes this series of transaction different is not the financial risk scale but rather the operational complexity.   Three banks, three different computer systems, three geographic markets and three very different business models  tied into their local communities.

Oxford has six branches and a head office, Premier bank four branches, and Midwest Community, three branches, a loan production office and a subsidiary Blue Leaf with six loan production offices.

In addition to the operational transitions, are the cultural challenges introducing employees to the credit union way of doing things.  The three bank franchises are distant from GreenState’s existing service network and market network.   This brings the additional challenge of introducing the credit union’s brand to three or more, new marketplaces when the prior community legacies no longer exist.

In March of 2020, Greenstate completed purchase of seven branches of the First American Bank in Iowa with total deposits of $470 million, $200 million in loans and 10,000 customers. The transaction was closed despite the objection of the Iowa banking regulator, himself a bank owner:

The superintendent’s approval of the application is solely for the purpose of settling this dispute, and the superintendent does not admit that an Iowa state-chartered bank may sell substantially all of its assets and liabilities to a credit union under Iowa code. Rather, the superintendent reiterates his conclusion that such a transaction is not authorized and that IDOB will quickly deny any future application based on a similarly structured transaction.

Did this regulatory opposition force GreenState to look out-of-state for future bank purchases?

What Needs to be Done

Christensen’s “dangerous way of thinking” analysis cautioned against the temptation to justify investment decisions by incremental short term benefit at the cost of long term sustainability.

No one knows whether these whole bank purchases above will succeed or turn out bust. Or somewhere in between.  ROI will take years to assess.  In the meantime many other events can make subsequent analysis difficult.

An immediate step to improve the soundness of these transactions is to ensure the full details are disclosed to the members whose funds are being put at risk and to the credit union system which is the ultimate backstop.

Keeping everyone in the dark except the deal makers means no one is accountable.   The asymmetry of information in which the seller holds most of the cards puts credit unions at a disadvantage when sizing up a selling bank.  Every bank owner’s goal is to buy low and sell high.

An example: if the purchase is to gain expertise (eg. commercial lending experience) and/or relationships the credit union does not possess, how does the credit union evaluate situations they claim to know little about?

The credit union model expects leaders to be responsive to members.  But when the data and assumptions underwriting these investments is withheld, there is no accountability.  The transaction is “off market” for members; only the bank sellers are in position to decide it this is a satisfactory deal.

The quicker the entire purchase picture is in the open, only then can those whose funds are at risk and the credit union community at large determine whether these deals make sense.

The time to make this a routine disclosure is before one of these deals goes really bad, not after the lesson becomes a Blockbuster-type case for the cooperative system.

 

 

 

 

 

 

 

 

 

 

 

 

 

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Two Cooperative Applications of Clayton Christensen’s Final Message

I met business theorist Clayton Christensen once.  He had just finished a panel on the potential for disruptive innovation in higher education-including his courses at the Harvard Business School.

Thinking that his new online offering on disruptive concepts might be useful for credit union strategy, I asked if we might talk with him about this innovative effort.  He gave me his card, turned it over to show his administrative assistant’s name, and asked we contact her.

We did.  That is how Callahans became a partner in distributing and applying his ideas of disruptive analysis  with credit unions.

His Final Work

Professor Christensen’s last work was How Will You Measure Your Life? In this brief excerpt he begins with a case– the example of Blockbuster’s demise after Netflix’s replaced the DVD rental model with online streaming.  By 2011, Netflix had almost 24 million customers while Blockbuster had declared bankruptcy the prior year before.

His explanation of how this happened:

Blockbuster followed a principle that is taught in every fundamental course in finance and economics: When evaluating alternative investments, ignore sunk and fixed costs (costs that have already been incurred), and instead base decisions on the marginal costs and marginal revenues (the new costs and revenues) that each alternative entails.

But it’s a dangerous way of thinking. This doctrine biases companies to leverage what they have put in place to succeed in the past, instead of guiding them to create the capabilities they’ll need in the future. 

In this article he extends the errors of marginal-cost logic to a person’s choosing right and wrong. He tells the story of deciding not to play in the British Universities National Championship basketball game for Oxford where he was studying on a Rhodes Scholarship.  He learned that the final game would be played on a Sunday, the Sabbath for his church.   He was the starting center.  His teammates challenged him: “You’ve got to play. Can’t you break the rule, just this one time?”

He did not play.  He compares the temptation he felt to “adjust” his principles just this once, as similar to the logical error in marginal cost thinking.

If you give in to “just this once,” based on a marginal-cost analysis, you’ll regret where you end up. That’s the lesson I learned: It’s easier to hold to your principles 100% of the time than it is to hold to them 98% of the time. The boundary — your personal moral line — is powerful, because you don’t cross it; if you have justified doing it once, there’s nothing to stop you doing it again.

The Personal Decision Underlying Every Merger of a Sound Credit Union

Sometime in the first decade of this century a credit union manager described the private merger deal making going on in his state.  In the example cited, he said the “retiring CEO” had requested a payment of six times the annal salary to recommend his credit union as the merger partner.   The CEO turned down the “opportunity.”

Tomorrow I will address Christensen’s business critique of marginal cost analysis in bank purchases and mergers.   Today I  will apply his logic to the underlying principles that guide our thinking when making any consequential decision.

He describes his importance of his decision at Oxford not to play on the Sabbath:

Resisting the temptation of “in this one extenuating circumstance, just this once, it’s okay” has proved to be one of the most important decisions of my life. Why? Because life is just one unending stream of extenuating circumstances.

The Moral Challenge in Mergers

Since NCUA’s 2017 rule requiring disclosures of additional compensation for senior executives when merging with another credit union, the payouts, once private are now public.

The amounts range from bonuses and Golden Parachutes as high as $1.5 million plus continued employment in specific cases.  One CEO set himself up with payments of $35 million to a non-profit he incorporated just  60 days prior to the merger announcement.

CEO’s defend this additional bounty with various rationales.  These vary from “this is the usual and customary practice” to legal obligations for payments under employment contracts when a charter is ended.

Some situations appear to be nothing more than the CEO selling the credit union and taking a portion of the reserves as a bonus for so doing.

Rarely are any specific plans or concrete examples of member benefits presented in the members’ merger notice.  Rather it is the deal makers who  reap immediate, specific windfalls.

The CEO’s and senior management who have negotiated these benefits have done so publicly.   Their personal choices are clear.

However every “seller” requires a willing buyer.

The issue Christensen raises is about the other CEO’s, those on the accepting end of  these conditional deals.  How do their employees and boards view these significant “bonuses”?   Will their CEO be tempted to follow the same path?   What member interest is being served?  Are these situations promoting their credit union’s values?   How do these mergers  support the purpose of their member-owned credit union?

What will be the character of a movement built upon internal consolidation of long serving, strong performing firms versus growth from  winning via market competition?

I have heard the reasoning that these are one-off opportunities.  If we had not agreed the CEO would have just gone to another credit union and we would have missed our chance for this free and easy growth.  Moreover since we are larger now, the members will be getting a better deal, etc.

Christensen’s explained his choice of not playing on the Sabbath:

It’s easier to hold to your principles 100% of the time than it is to hold to them 98% of the time. The boundary — your personal moral line — is powerful, because you don’t cross it; if you have justified doing it once, there’s nothing to stop you doing it again.

The Choice

One of the cooperative values is autonomy, the ability to manage an independent institution free to make its own business decisions. For some, this will be  to “roll up” smaller institutions, take  their free member capital and pursue an open-ended effort at acquisitions.

For others, the decision will be to turn down overtures, focus on innovative growth, and support the diversity and variety of institutions flying the credit union flag.

Christensen’s bottom line: Decide what you stand for. And then stand for it all the time.

 

 

 

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NCUA Board Sets Critical Precedent and An Important Oversight Role for Itself

The process took 23 months.   The appeal required multiple in-person meetings. And oral hearings.  The credit union engaged an attorney. The most senior regional and professional staff at NCUA opposed the petitioner’s request.

In the end, the board exercised common sense.  It adjudicated the appeal in favor of the credit union.  A difference  that, on the record, should have been resolved at agency’s local level.

This event is the first time in a long, long while in which the NCUA board has acted as a true board.   It overturned the actions and judgment of agency senior staff in their most important activity-examinations.   This decision could be a critical turning point in board oversight and staff accountability.

This summary is prepared from the Order published by the agency.

Background Summary

On November 26, the NCUA released a Decision and Order on Appeal of a Region’s and Supervisory Review Committee’s  CAMEL 3 examination rating of a credit union.

The Order provides  dates for the many steps required in this elongated bureaucratic appeal process.  The Order repeatedly presents the explanations for the Regional office’s downgrading  of the examiner’s recommended CAMEL 2 rating to CAMEL 3, and the SRC’s concurrence.

The examination date was December 2019.  The Board released its Order in late November 2021, or almost two years after the exam date.

Reading the agency’s repeated justifications for not correcting a flawed process reminds one of the old joke about NCUA examinations:

Question: What’s the difference between your NCUA examiner and a terrorist?

Answer: You can negotiate with a terrorist!

The Board’s Finding and Conclusion on the Credit Union’s Appeal

 

The Finding by the Board

After a de novo review of the administrative record, and taking both parties’ oral presentations under advisement, the Board finds, by a two to one vote, that the Region erred in assigning Petitioner a composite CAMEL 3 rating, effective December 31, 2019.

The Board notes the record in this case reflects several documented errors on the part of the Region, including miscommunications and breaches of NCUA examination procedures. Notably, the credit union was given an exam report containing composite CAMEL 2 language to support a composite CAMEL 3 rating. In addition, the exam report included DORs that did not cite a specific regulation, in violation of agency policy and regulation.25 Accordingly, the Board considers those DORs26 invalid and they are accorded no weight in this appeal.

Looking purely at the numbers, Petitioner’s ratios appear to be better than, or in line with, the average lowest rated composite CAMEL 2 credit unions:

The Board disagrees with the Region’s Asset Quality rating. The solid performance of Petitioner’s loan portfolio infers that the Region’s rating was based on the quality of the borrowers, rather than the quality of the loans. For example, although the borrowers’ average FICO scores were in the low 600s, delinquencies are very low. The Board notes it is much easier to achieve low delinquencies with borrowers with higher (e.g., 750 – 800) FICO scores.

Further, while the Board is not prepared to overturn the Region’s Capital rating, the Board is concerned that the Region failed to articulate to Petitioner why this credit union’s risk profile demands such high capital levels, especially when capital adequacy is defined by the Federal Credit Union Act (FCU Act).27 Petitioner’s net worth position of XXXX percent is considered well capitalized under prompt corrective action.28 The Board notes XXXX Petitioner’s net worth was still stronger than statutorily required by the FCU Act.

Additionally, the Board disagrees with the Region’s Management rating. XXXX Management understands how best to work with the credit union’s members XXXX.

Conclusion

The Board finds nothing in the record to support this credit union is “less capable of withstanding business fluctuations and [is] more vulnerable to outside influences.”29 Based on the Board’s full and independent review on appeal, the Board finds the Petitioner’s composite CAMEL 3 rating is not justified. Instead, a composite CAMEL 2 rating is appropriate.

Why This Example Is Extremely Important

The agency process for this extended appeal  lacked any semblance of mutual objectivity. Following are the timelines of the exam and appeal process presented in the Order:

Examination data used:  December 31, 2019

Exam began: February 29, 2020

Report released by Region: June 25, 2020 (six months after the exam date)

Credit Union Board met with Regional staff: July 14 2020

Credit union filed request for reconsideration: August 13, 2020

Region reaffirmed the CAMEL 3: September 11, 2020

Credit union letter to appeal Region’s Decision to the SRC: October 8, 2020

Appeal letter opened by SRC 42 days later: November 19, 2020

SRC held oral hearing with credit union: February 2, 2021

SRC affirmed the Region’s CAMEL 3: March 2, 2021

Credit union filed supplemental appeal letter to NCUA: April 14, 2021

Credit union requested an administrative review by NCUA board: granted April 20,2021

NCUA Board oral hearing with credit union: June 10, 2021

Order issued  assigning a CAMEL 2: September 8th, 2021 (last modified date of November 22, 2021)

For any credit union to persevere during this nearly 23 month gauntlet of appeals and hearings in the face of bureaucratic intransigence is a demonstration of true grit and determination—even courage.

The fact that the Board was willing to listen to the appeal and then reverse the agency’s repeated justifications of its actions, is a noteworthy and critical exercise of Board oversight.  For the Board  directly challenged and changed the Region’s and SCR reasons for assigning specific CAMEL ratings.

Why was the credit union so persistent?  Especially as the standard for appeal to the board is difficult: “the burden of showing an error in a material supervisory determination rests solely with the insured credit union.11”

This criteria means the credit union must show that the agency made a mistake.   Such a finding is contrary to every regulatory impulse that the regional office’s judgments and findings can be incorrect.  It shatters the aura of expertise that is the core of a regulator’s authority.

What the Supervisory and District Examiners Told the Credit Union

The following is from the oral recordings and written transcripts of what the Supervisor and District Examiners told the credit union in assigning a CAMEL 2 rating upon completing the exam:

The Composite CAMEL rating is based on our assessment that you are fundamentally sound. For a credit union to receive this rating, generally no component rating should be more severe than a 3. Only moderate weaknesses are present and are well within the board of directors’ and management’s capabilities and willingness to correct.

While this rating results in an upgrade, as you do not pose material concerns, we have retained a management rating of “3.” This rating indicates some degree of supervisory concern. You will not qualify for an extended exam program and will remain on a 12-month examination supervision schedule.

Bureaucratic Jargon Overrides: “Authorized and Unauthorized Examination Versions”

NCUA Regional staff explained this overruling of the district and supervisory examiner’s CAMEL 2 rating by saying it was an “unauthorized version, erroneously issued.”

The Region’s “authorized exam version” explanation is that upon its review, “the Region found that staff had mistakenly excluded from the examination report closing language that had been approved for release. Noting that the reconsideration determination should be considered an addendum to the examination report, the Region’s September 11 letter indicated that the final paragraph in the Examination Overview that discussed Petitioner’s composite CAMEL 3 rating should have read:        The Composite CAMEL rating is 3”

 “Arbitrary and Capricious”

This overturning of the field examiners’ judgment was the core of the credit union’s appeal.

Petitioner further contends that the Region’s field examiners followed NCUA’s published examination procedure by including their first-hand observations and on-site assessments of the credit union into a draft examination report that concluded a composite CAMEL 2 rating was appropriate, but that same draft examination report was subsequently altered after field staff was “overruled,” to reflect the final composite CAMEL 3 rating that was issued to the credit union. Petitioner argues that “the same set of facts resulting in two different and inconsistent conclusions is by definition arbitrary and capricious and fundamentally lacks a rational and reasoned connection to the evidence.” 

A Credit Union to Be Saluted

We do not know who the credit union is. It takes a special kind of leadership  to challenge regulatory authority when a credit union has been wronged. The process takes time, resources and distracts from the primary job of serving members.  The emotional toll can be telling as well.

Every credit union knows the examiners will be back in another 12 months and the agency is always tempted to prove they were right.   The fact that the board was willing to take this appeal and support the credit union’s position is an important check and balance that has been long absent in NCUA examination and supervisory actions.

A Worrisome Dissent

The dissent by chairman Harper presents interesting logic.  He writes:  “Although the process by which the credit union received its report and rating was inconsistent and flawed,31 an inconsistent and flawed process can still produce a reasonable and supportable result.”

An NCUA chairman seeing an “inconsistent and flawed process” should have set off alarm bells about the agency’s entire examination effort, not to mention the internal review process.

Moreover, if the means to an end are found deficient, how does one justify the end result or, in this case CAMEL assignment? That is the arbitrary moment that many credit unions have experienced in examinations.

For data and logic are the way sound judgments are supported.   This is a critical skill for examiner effectiveness in their credit union dialogues.   It should be modeled at the highest levels in the Agency, not asserted using one’s position of presumed authority.

Following are two additional references from the Order presenting the distinction between regulations and guidance,  which were used by Board:

25 NCUA’s regulations, Part 791, Subpart B, reiterates the distinctions between regulations and guidance and prohibits examiners from criticizing (through the issuance of DORs and supervisory recommendations) a supervised credit union for a “violation” of, or “non-compliance” with, supervisory guidance. The NCUA’s National Supervision Policy Manual requires examiners to cite to the specific section of the Federal Credit Union Act, NCUA regulations, Federal Credit Union Bylaws, or other authority and (if the credit union violates more than one) to cite the highest authority.

26 Of the DORs included in Petitioner’s exam report, 2 of 5 DORs included specific regulatory citations, while 3 of 5 included only general or incomplete citations.