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The Choice of Words

The headline seemed newsworthy: Bank Credit Union Merger News

The problem: it was not accurate. Credit unions and banks cannot and do not merge. The brief story did state that a credit union had completed its acquisition of a bank. But then the story continued the fiction by stating “this is the seventh merger of a bank into a credit union this year.”

Why the Misstatement?

Writers have a point of view. In this case the post was to promote the idea that banks and credit unions are much alike. So much so that bank/credit union mergers are not that different from the several hundred merger transactions occurring between credit unions annually.

However, these transactions are purchases in which credit unions pay cash to the owners of the bank in order to acquire the selling bank’s assets and liabilities. They are whole bank acquisitions. These sales are negotiated, often with the help of brokers, accountants, lawyers and other third-party experts to navigate both the business details and the regulatory approvals.

The documentation is very distinct from credit union mergers. The agreements will include representations, warranties, covenants and possibly non-compete and/or employment clauses on top of the detailed financial commitments. By contrast, the NCUA approves real mergers with a template, two paragraph, half-page general statement about transference of assets and liabilities to the surviving credit union.

Normalizing the Abnormal

The effort to portray credit union acquisitions of banks as just another kind of “merger” is supported by a host of intermediaries who benefit financially from the transaction It also provides a thin veneer of “normality” to those credit union leaders who use the accumulated reserves of members to buy out competitors or to enhance institutional size.

These are not, as one NCUA board member characterized them, just market-based transactions. For there is no market accountability before or after the event as there would be in a publicly traded stock. The deals are negotiated in secret, not in an open process. The members have no say; rarely would the transaction provide them any direct benefit. And if the deal does not work out, the owners of the credit union, unlike a bank’s shareholders, have no course of action.

Avoiding the Real Issues

An event may not be illegal, but that does not mean it is wise. Credit unions’ whole bank purchases raise important questions about the role of tax-exempt cooperatives. Should their tax-free accumulation of reserves enable them to buy tax paying banks? How do such transactions promote the unique role of cooperatives in financial services? What are the benefits to existing members? How transparent should the transactions be to members and the public to ensure accountability?

Banks are chartered to make money for their owners. The owners sell when they see it in their personal interests to cash out and reinvest elsewhere or spend their funds for individual purpose. Credit unions are founded on the principle of paying forward the wealth created by generations of members to be used for future members. It is common wealth, not private.

By blurring the lines by using terms like “bank credit union mergers,” the interests of a host of vendors is enhanced and the public perception of credit unions as no different from banks is promoted.

It also enables lazy strategy on the part of credit union CEOs. Organic growth requires innovation, constant focus on enhancing member value and an understanding of the competitive advantages of cooperative design. Buying out competitors may work in the open markets; that is not why cooperatives were formed.

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Credit Unions Purchasing Banks: One Step to Improve the Process

It is hard to know if credit union bank purchases are working out or not. Are they in members’ best interests? Are the terms reasonable? How will the financial benefits be realized?

One difficulty in these deals is that only one side is required to disclose the terms: the selling bank. That disclosure can be further limited if the bank is privately held.

The Importance of Transparency

Because credit unions do not have stock and the resulting marketplace pressures that this reality places on boards and managers, it is difficult to track whether a credit union bank buy is working or not.

From 2015-2019 consulting firms estimate that the average premium to book value on bank mergers has ranged from a low of 136% (2016) to a high of 175% (2018).

This is just one element of disclosure for public companies. The bigger the transaction, the more details provided. For a stock company being merged, the details matter in that competitors might offer a competing bid if selling shareholders feel the price is too low.

For an acquirer, the impact of a transaction on future performance is an important factor to justify paying premiums over book value.

An Absence of Public Information

In credit unions, there is limited disclosure on the front end of a purchase. There are rarely any projections of future performance. There are undoubtedly reams of financial information required to gain both board and regulatory approval. But this data is not shared.

When deals are secret, no one can learn from the experience. Secrecy can lead to a lack of accountability. The process can be manipulated by interested parties to the transaction or those directly responsible to ensure member assets are not wasted.

Public relations messages dominate the information presented. This or that purchase will increase “service to the community, enhance customer relationships, provide greater expertise and expand growth opportunities” in a new market. But rarely are facts offered to support these generalizations.

Market-Based Transactions?

NCUA Chairman Hood defended credit union purchases of banks describing them as market-based transactions. He is only half right. For credit union members receive neither the financial data that bank shareholders receive when selling, nor the subsequent performance monitoring provided by a daily stock price.

Today credit union bank purchases are unknown events. They may indeed be win-win for all parties. Only one group of “shareholders” receives the information to make that judgment. Shouldn’t credit union shareholders have the same “level playing field?”

Examples of Financial Datapoints in Press Releases of Bank Purchases

Under the terms of the transaction, shareholders of Edon Bancorp will receive $103.50 in cash in exchange for each share of Edon Bancorp common stock for a transaction valued in aggregate at approximately $15.5 million. The consideration represents approximately 135% of Edon Bancorp’s tangible book value per share as of December 31, 2019.

On a pro forma basis, the transaction is expected to be accretive to SB One Bancorp’s 2019 earnings per share by approximately 8% and approximately 1% dilutive to tangible book value per share at closing assuming a transaction close in the fourth quarter of 2018 and 30% in annual cost savings. The earn back of the tangible book value dilution is projected to be less than one year.

CAMBRIDGE BANCORP AND WELLESLEY BANCORP, INC. TO MERGE

The transaction is presently valued at $45.54 per Wellesley common share, or approximately $122 million in the aggregate, based upon Cambridge Bancorp’s 10-day average closing price of $78.53 as of December 4, 2019. On a pro forma basis the transaction is expected to be approximately 4.4% accretive to Cambridge’s 2021 earnings per share and approximately 1.6% dilutive to tangible book value per share with an expected earnback period of approximately 2.2 years.

A MUTUAL BUYS A STOCK BANK

Under the terms of the transaction, shareholders of Damariscotta will receive $27.00 in cash in exchange for each share of Damariscotta common stock for a transaction valued in aggregate at approximately $35 million. The consideration represents approximately 185% of Damariscotta’s tangible book value per share as of September 30, 2019.

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Investing in a 10 Year Rising Stock Market

It is hard not to feel very smart or lucky if you have made investments in the stock market during its 10 year bull run. Virtually all asset classes in 2019 increased in the high teens to more than 20% for broad market indexes. These are great returns especially when compared to risk-free CDs, which have earned 2% or less annually during the same period.

Most forecasts for 2020 support continuation of the current 2% GDP growth trends and a rising stock market. No recession or market retreat is foreseen. What could possibly go wrong?

Looking at Some Details

To the extent stock prices reflect the present value of anticipated future earnings, there seems to be a growing disconnect between stock prices and projected earnings. Especially for smaller companies. A cautionary analysis of 2019’s soaring market was written by James Mackintosh in the WSJ last Friday. He points out that the percentage of all listed companies reporting losses in the last 12 months is close to 40%. The highest level since the late 1990’s, outside recessionary periods.

Moreover, he cites another analyst who calculates that the proportion of US-listed companies losing money for three years also reached its highest point last year. The caveat in this second observation is that these are small companies which in total represent less than 5% of the market’s overall value.

Two thoughts. Almost all credit union member business lending is to small companies. And secondly, one of the eternal verities about market returns is “reversion to the mean.” That is average returns will revert to long term “normalized”values over time. Could 2020 be such a year?

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Remembering Long-Time Members

When entering the Navy, the instructor as part of our orientation to military life, said we should join two organizations: USAA for auto insurance and the local military credit union for checking accounts.

His advice has caused our family to use USAA for auto, and later home insurance, for over 50 years.

We receive two bonus checks annually as part of this relationship.

The first for $412 was the annual distribution (dividend) from the Subscriber’s Account, a portion of the capital base for this mutual insurance company. USAA stated that the amount was partly from the sale of their asset management company as well as from their overall net income.

That equates to three to four months of my combined auto/home premium payments.

The Senior Bonus

But there is more to come. The senior bonus paid in mid-February is for those with at least 40 years of membership. It is a partial distribution of the capital in the Subscribers Account held in my name. It will be an even larger payout than the annual dividend based on prior year’s payouts.

A growing number of credit unions are paying special dividends, interest rebates and holiday bonuses to members when 2019’s annual results are well in hand.

One of the vital strengths of the cooperative model is their relationships with their member-owners. These year-end special payments acknowledge the owner’s stake in the cooperative.

USAA’s 40-year senior bonuses show their recognition and the importance of long-term loyalty. Is there a parallel for credit unions in this example?

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Top 100 US Co-ops Generated $222 Billion in 2018 Revenue

Each year the National Cooperative Bank compiles the top 100 US co-ops by total revenue. The listing for 2019 is here.

Several observations:

  • The top three serve the farming sector. Co-ops serving agriculture dominate the list.
  • Five credit unions are in the top 100 along with three other financial co-ops.
  • The co-op at number 99, NFO, Inc. lists only $27 million in assets but generated $535 million revenue
  • The Associated Press is the 100th largest co-op and the only co-op under communications.

Not Covered by Mainstream Business Media

Often co-ops fly under the business reporting news sources. No stock price to follow. Few opportunities to buy or sell. As member-owned and focused, there is less “public interest” in their performance and role.

They are most often referenced when they are doing something extraordinary as in a 60 Minutes Report on Land O Lakes, the second largest co-op by revenue. The CBS report provides an illuminating insight into the power of cooperative design and innovation, and its vital role supporting American farmers in a year when over 50% farms are expected to lose money.

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Should a Credit Union Be Bailing Out a Bank’s Stockholders?

The July 16 headline in CUToday said it all: In First-of-its Kind Deal, Corporate America Family CU Buying Bank.

Just another in the 20+ bank purchases by credit unions over the past two years? Hardly.

The article mentions that this is the first time a federal mutual holding company that converted to stock, will have its assets and liabilities sold to a credit union.

The Ben Franklin Bank of Illinois converted to a stock holding company in 2015. Ben Franklin Bank was founded in 1893 as a mutual savings and loans. Thus, one uncertainty in the transaction is the obligation to the “liquidation accounts” created for depositors in the mutual at the time of conversion. But this is not the core issue.

The Real Issue

In a joint press release by both firms’ CEOs, the “transaction has been unanimously approved by the board of directors of each party and is expected to close in early 2020.”

Steven Sjogren, President and CEO of Ben Franklin commented in the release “we have spent a long time seeking to maximize stockholder value and believe that we have negotiated an outstanding transaction for our stockholders.”

Reviewing the past ten years of Ben Franklin’s results and its stock price prior to the announcement, that would certainly appear to be a reasonable description. The question the members of Corporate America Family CU and its board should be asking is whether it’s a reasonable deal for them.

Ten Consecutive Years of Losses at Ben Franklin

Reviewing the annual reports and 10K filings on the Ben Franklin website, the following facts stand out:

  • June 30, 2019 data shows: $97.8 million in assets, $77.6 million in deposits; $11 million in equity; a $7.0 million FHLB loan; and loans of $73.7 million.
  • The bank has had negative income every year since 2008.
  • The efficiency ratio for 2018 was 111.08% and for 2017, 129.0%. At June 2019, 127.8%.This means operating expenses exceeded net interest income plus all other revenue.
  • The bank raised $4.5 million by issuing 600,000 new shares for a price of $7.50 per share in January 2018. The cost of the offering was $366,000 or 8.1% of the gross proceeds
  • Two consent orders have been issued by the Office of the Comptroller of the Currency. The one on Dec 19, 2012 was followed by a second on November 2015 designated the bank a “troubled institution”. This order was ended in February 2019.
  • The stock price before the purchase announcement was $6.80 jumping to $9.56 the day after the announcement. The credit union announced a purchase price per share of 10.33-$10.70 subject to various costs and other factors to be determined.
  • In the 2018 annual report, the following outlook is given: We do not anticipate net income until we experience significant growth in our earning. At mid-year 2019, the credit union’s operating loss was $262,000.
  • At a price of $10.50 per share, the purchase would be at approximately $2.4 million higher than the June 2019 equity, that is 122% of the current book value.
  • The bank’s 2018 annual report states its share of bank deposits in its core markets are 1.69% Arlington Heights, 2.83% Rolling Meadows, and .03% in Cook County.

None of this operating history was discussed in the press release or how the credit union expected this decade long losing operation to be turned around.

As of June 2019, Corporate American Family reports $605 million in assets and 20 branches in ten states including AZ, CT, GA, CA(2), OH, PA VA TX and IL. Its year over year share growth was -0.81% and loan growth 4.68%. ROA was 0.61% and net worth 17.17%

Questions the Board Should Be Asking on Behalf of Members

Why is this purchase in the members’ best interest? How would Corporate American Family be able to turnaround an operation that has lost money every year for over a decade? What are the all-up transaction costs in addition to the stock purchase price?

How was the offer price determined given the stock price at the time of the announcement ($6.59) and the recently completed 600,000 new shares at a price of $7.50, less transaction costs?

The CEO of Ben Franklin is correct: This is an “outstanding transaction for our shareholders,” (especially for those that bought in at $7.50 per share 18 months earlier). It would not seem to be the same value for the member-owners of the credit union.

Is this first-of-its-kind deal why NCUA recently announced its intent to consider requiring more transparency around credit union’s purchase of banks?

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The Job Outlook for US Manufacturing – the GM Strike

In no other sector of the “post-war” economy, has the impact of automation, robotics and AI been more important than manufacturing. This is one of the factors underlying the current GM strike. Not only are jobs being lost to automation and outsourcing, the demand for more simply-assembled electronic vehicles may further reduce the need for skilled auto workers.

Real manufacturing output has grown consistently through greater productivity while total employment in this sector peaked in the late 1970s. This long term trend (1947-2014) is shown in this graph by economics professor Alan Gin:

More Jobs Being Created

Employment keeps expanding, but the allocation of jobs between sectors is changing. The bureau of labor statistics publishes an annual ten-year forecast of job growth by sector. Its latest projection https://www.bls.gov/emp/ is as follows:

Implications

The implications for credit unions serving communities or SEGs are many. The fastest growing job segments tend to be lower paying as indicated by May 2018 salaries.

Two of the fastest growing sectors are driven by the response to climate change and energy production. Higher paying jobs would appear to require more college than lower paying ones. Both wholesale and retail trades show shrinking levels of employment.

The manufacturing sector is the one industry with the highest rate of projected job decline.

Credit unions have traditionally done a good job of knowing much about their members. However, as more credit unions seek ways to have a positive impact and influence the economic direction of the communities they serve, monitoring local job trends will be increasingly critical when making loans and future infrastructure investments.

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Why Cooperatives Exist in a Market Economy

While it is true that cooperatives create “common wealth” to be paid forward for use by future generations of cooperative members, the context of why this option is critical in a market economy is often overlooked.

The following statement by Mark Carney, Governor of the Bank of England, in a May 29, 2014 speech, outlines the importance of the contribution from cooperative design:

Just as any revolution eats its children, unchecked market fundamentalism can devour the social capital essential for the long term dynamism of capitalism itself. . .Prosperity requires not just investment in economic capital, but investment in social capital; that is the links, shared values, and beliefs in a society which encourages individuals not only to take responsibility for themselves and their families, but also to trust each other and work collaboratively to support each other.”

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Just Another Bank?

From the 2008 Filene study: The Credit Union Brand: What is it good for?

“For years now, it seems that credit unions have placed themselves more and more in the bank brandscape, and our research supports this conclusion. What a pity that credit union members think that credit unions are just another bank. But when you look at credit unions, what is there about them that signals to consumers that they are not banks? The buildings are often designed to look exactly like a bank. Consumers conduct their financial affairs in a similar manner. Often even the advertising shouts “bank!” These signals do not go unnoticed by consumers. And, it appears that some credit union management may have felt that credit unions as financial institutions didn’t get the same respect as banks in the past; thus a natural reaction would be to try to make credit unions more like banks to attain the same status.“ (page 41)

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The Cost of Not Learning from Our Brethren’s Mistakes

Over the past twelve months the credit union community is on the hook or paid the bills for the following situations:

  1. A $1 billion cash payout for the Melrose CU and LOMTO FCU liquidations;
  2. An estimated $40.5 million shortfall for a two decade embezzlement by the CEO at CBS Employees FCU;
  3. A $125 Million write off at Municipal Credit Union at June 30, while under NCUA conservatorship.

In each situation there has been no objective, public discussion of what happened. No lessons have been taken away from these extraordinary losses and how they might be eliminated or mitigated in the future.

Specifically:

  • NCUA has said nothing about its Municipal Credit Union conservatorship as the credit union reported the largest loss ever at June 30.
  • In Melrose’s case the primary publicity has been about suing the former CEO for accepting vendor’s trips and other self-interested actions.
  • For CBS Employees FCU’s extraordinary embezzlement, the throw away characterization has been that the CEO was a former NCUA examiner and therefore knew how to hide his two decade defalcation based on his examiner experience.

No Return for Casting Judgment

When a loss occurs, there is a rush to judgment. What went wrong? Who screwed up? Why did this happen, again?

The natural response is to point fingers, blame someone for the problem. Then punish or banish wrongdoers from ever working at a credit union. And resolve the loss by paying for the shortfall out of the NCUSIF—and move on.

While indicting possible malfeasance may be necessary, it can miss entirely the lessons to be learned. The result is that there is no return on the money expended. Credit union monies are swallowed up in a regulatory “black hole.”

Discernment: A Powerful Form of Judgment

For informed judgement is about discernment, understanding the circumstances of what happened and identifying the possibly numerous opportunities to have done something about the situation much earlier.

Judgement is much more than holding people accountable. In the cooperative community, all members pay for the individual losses via the NCUSIF. Therefore the most important benefit should be corrective actions or processes that can prevent similar circumstances from getting “out of hand” in the future.

For example, NCUA says correctly that it sent a letter about potential problems in the taxi medallion industry to all examiners in 2014. The letter did not identify the possible disruption of the entire industry by Uber and Lyft, but it did reinforce proper underwriting including the ability of borrowers to service the debt.

But somehow the problem grew and grew and no one knew how to manage through a cyclical decline in asset values. This is not a new situation for credit unions. Loans secured by real estate, autos and leases, and/or commercial properties and farm land will all have changes in the value of security during the term of the loan.

But somehow these inevitable fluctuations in value cause reactions as if the problem has never occurred. Before. This panic often exacerbates the situation, freezing new responses and resulting in irreversible financial decisions at the lowest point of value for the security.

A Responsibility to and for the Community

Cooperatives are interdependent on each other for market success. The most consequential connection is via the shared capital pool created in the NCUSIF. While the temptation may be to approach difficult situations with an eye to eliminating the problem, that not only may be the least desirable outcome for members of the credit union, but more importantly, it may not be the positive example needed by the whole cooperative community.

Credit unions were created to solve problems especially for members and in circumstances when normal market options were unavailable or too expensive. When problems are just done away with and all circumstances swept under the rug because of sufficient resources to do so, everyone loses. Other credit unions facing similar loan challenges as the taxi medallion example, those with concerns about the adequacy of their internal and external audits; or credit unions with underfunded pension or other liabilities could all benefit from a thorough knowledge of the above cases.

Every credit union board and CEO any CPA or auditing firm and every DP, bonding and any vendor connected to the credit unions above, has an interest in knowing what happened. That knowledge is necessary if there is to be a common commitment to do better in the future. NCUA has to lead by example. The three circumstances above would be excellent places to start with full public reviews. Credit unions have received nothing for the $1.25 billion spent so far. The buck has to stop somewhere before credit unions run out of bucks.