A Credit Union Election Example for the Whole Nation

Freedom is based on democratic elections.  In these contests, there will be winners and losers.

In the current Presidential election a major portion, 45% or more of voters, will be disappointed that their candidate did not win.  One candidate has yet to even acknowledge the results of the 2020 contest!

Contestants and their supporters pour their hopes, resources and emotions into the campaign.  It is hard to accept a loss.   But recognizing that outcome is what is required  if democracy  is to prevail.  And if one is still committed, prepare a Plan B.

An Example of Principle from SECU’s Board Election

The October board contest for the four open director seats at SECU (NC) was hard fought over issues raised two years earlier.  It is a rare, but vital example, of the members’ governance role in a large financial cooperative.

SECU’s election process favored the incumbent directors who were renominted by their board peers.  The credit union promoted their support on social media and in PR posts.

For the member-nominated candidates and their supporters it would be easy to cry “foul” and argue the process was weighted against them.  For it was.

However that was not the stance posted by Jim Blaine, the voice  of the opposition candidates, who heard these complaints.

On the day after the election results were announced, he posted the following blog:

Wednesday, October 9, 2024

2024 SECU Annual Meeting: The Members Make A Statement

   … hard to miss that statement!

In case some of you missed it (and some of us wish we had!), the SECU membership voted by a 2 to 1 margin at the Annual Meeting yesterday to elect the four incumbent directors Bob Brinson, Mark Fleming, Stelfanie Williams, and McKinley Wooten

The election was hotly contested and @100,000 SECU members participated in the election and balloting process – a remarkable turnout. A healthy sign of member interest and participation! As you’ll note from the resulting flurry of blog commenters, there was much excitement and disappointment.

What you can’t see are the numerous deleted comments complaining about a rigged election and unfair tactics, etc, etc. I happen to believe the board election process was fair – period! 

We all need to “get over” the whine that if our views don’t prevail, that something underhanded was done – not so. And, that doesn’t apply to this election only, if you know what I mean.

Now, if some of you suspect that my views haven’t changed on the key issues, then we understand each other well. The reports given at the Annual Meeting provided some interesting information which we will analyze over the next few days. That review may help create a “baseline” of financial facts, against which to measure the progress of SECU, as it moves on into the future.

😎 Personally, congratulations to the new directors and – as always – I wish State Employees’ Credit Union and its staff well! 

The Members Win This Election

Democracy works when losers recognize the results.  The next step if you believe your point of view and the election was somehow flawed is straight forward.

The corrective if one believes an outcome is not in their interest, is to practice more democracy.   Get back to your feet and ready to run the race again.

The annual election of directors is a critical process that transforms members into owners.  It is a “habit to be practiced” if credit unions are to fulfill their unique role in America’s financial system.

In a political or financial democracy, contested elections are the foundation for all our freedoms.  Both winning and losing parties must support the outcome-period, as Blaine affirms.  Then everyone wins.

 

Credit Union’s Reputation In the 2008/09 Financial Crisis

This week’s blogs are video excerpts  from prior credit union events. (best seen in browser mode)

Today’s are brief CNN and CNBC news excerpts recommending credit unions as an option consumers should consider.

This short clips are during the 2010 financial crisis They tell why credit unions might be a better choice.

They highlight the system’s reputation earned during the 2008/2009 financial crisis as a reliable source for loans as banks were forced to draw back.

(https://www.youtube.com/watch?v=H0dNHDsFvuE)

The following CNN excerpt compares credit union and bank average rates as part of  Why Credit Unions are Better.

!https://www.youtube.com/watch?v=I_CaoDPGl7Y)

Credit unions described as an unusual source for home loans during the financial crisis.

(https://youtu.be/EwbLgsyWcjI)

What would the news report about credit unions today?

 

Celebrating a CEO’s 48 Years at the Credit Union

On October 1 CEO Catherine Tierney  entered her 49th year with Community First Credit Union.  The Appleton, WI based coop is today  $5.8 billion in assets  serving 158,000 members with 29 branches and over 580 employees.

She posted this thank you on her LinkedIn page upon beginning her new year. I describe her post using her own words as, the gift of doing what you love:

“October 1st is a special day to me.

“Today marks a milestone of 48 incredible years at Community First Credit Union. It’s been a journey filled with growth, challenges, and countless memories that have shaped not only my professional life but my personal one too.

“From the early days of learning the business to now being part of this amazing organization’s transformation, I’m grateful for the opportunity to have worked alongside so many talented people who share the same dedication and passion for our members, our industry and our communities.

“Thank you to my colleagues, past and present, and to our loyal members for being part of this remarkable journey. Here’s to the gift of doing what you love and the joy that comes from making a difference together!”

From the archives I thought it would be helpful for people who may not met her to see how she and the credit union present their work.  Following are two examples of the joy making a difference together.

The first is a short excerpt of a Catherine interview from several decades ago about how the credit union employees are the first responders for identifying members in need:

(https://youtu.be/lzAN0HXXQBo)

This second video is a story how Community First helped a young couple get started in life when they didn’t think there was any way to adopt their son and then buy a home.

(https://www.youtube.com/watch?v=d6AQbDYSmpg)

Catherine’s long service of leadership with her team is an example of what credit unions do best for their members and communities.   All who believe in the difference credit unions can deliver, should be grateful for her two generations of professional member-centric commitment.

Almost 100,000 Members Vote in SECU Election 

The largest member vote in a credit union board election resulted in the slate of four incumbents all winning by a wide margin.

The cumulative total vote for the four winners was 232,452 (67%).   The four member-nominated candidates total was 113,117 (33%).  The headline in Jim Blaine’s blog after the vote was announced:  Pretty Strong Thumping!

The outcome was the exact opposite of the 2023 vote where the three challengers to the board slate were all elected.   The vote was significant in other respects.   Adding the highest total votes for the leaders of each slate, suggests almost (62,392 and 31,203) 94,000 or more members voted.

This is an extraordinary level of participation.  It shows the interest and willingness of members to participated in the selection of their leaders.  Once awakened in their role, will they continue to follow credit union events as more than a customer?  Have  their ownership “genes” been activated?   Will next year’s election involve a choice?

The Substance of the Annual Meeting

The meeting was broadcast on YouTube.  SECU staff had posted the results later with the full recording.  Also posted are the financial summary for fiscal 2024 and links to the 54 page 2024 CPA audit.

While the vote was the main outcome, that announcement took just several minutes at the very end.  The meeting’s substance were reports read by the Board chair, the Foundation’s chair (with video summary) and nominating committee chair.

The most important parts of the agenda were CEO Leigh Brady’s report and then her response to dozens of member questions sent in advance.  Putting these two parts together a relevant title for the meeting’s substance might be the Leigh Brady Show.

The CEO’s Performance Report After Her First Year

After opening remarks on Helene’s devastation in Western Carolina and saying all employees were safe, Brady stated her personal vision as, “we work together to leave SECU better than we found it.” (1:03).   She provided a summary of major financial trends, both positive and not, showed a chart of an increase in SECU’s share of member loans (25.8%),  and compared its  loan charge-offs for the first six months of 2024 to the five largest credit unions.  SECU’s outcome (.74%) was between Navy FCU’s 2.54% and BECU’s .59%

She introduced a new SECU’s data point, its initial Net Promoter Score (63), as an indication of member loyalty.  Her closing was a listing of FY ’25 priorities including new member reward or cash back credit cards, a new mortgage servicing platform, voice authentication, selection of a new core data processing vendor, replacing branch ATM’s and a new digital platform.  She noted that several of these initiatives, especially the new core, will extend over multiple years.

Her presentation was well organized, detailed with graphs and comparisons, and with specific  priorities for the new year.  Her very full report could be a model for other CEO’s in disclosing their prior year’s results and future plans to the member-owners.

Members’ Q&A

The second part of Brady’s role was spending an hour answering 50-60 questions from members that were submitted prior to the meeting..   There were few “softballs” in these queries.  And while she may not have fully responded on some points, the questions were the most interesting part of this event for me,  and probably the members who submitted them.  Here is a small sample of some of the topics raised:

  • Why aren’t members able to speak at the annual meeting?
  • Will you post all these questions (and replies) on the web?
  • Why were members (running for the board) not able to gather signatures at the branches?
  • Why are all the board members from one region of the state?
  • Tiered base loan pricing had multiple questions such as: Is one member’s financial well-being more important than another’s?
  • Does tiered-base pricing exclude anyone? Can lending officers make exceptions to the process?
  • Why are savings and money market rates not competitive with other credit unions?
  • In the next five years what do you see as the greatest threats to the credit union?
  • Does the Board and President feel they are making decisions in the best interests of the members?
  • Please explain how the credit union lost $23 million in the CashApp member fraud.
  • All board nominations were for persons already on the board. Would setting term limits help with the perception that this (process) is a conflict of interest?
  • What is the status of the Local Government FCU’s separation and will it have an impact on the members?
  • \What do I have to do to become a member of the board?
  • Will the credit union offer digital currency?
  • What are SECU’s plans for the secondary (home loan) market?   etc, etc, . . Go to the video to learn her responses.

Brady (and Board) in Control

There are dozens more questions, all of which CEO Brady answered. She replied even in areas concerning board conduct and policy or in the case of the CashApp fraud loss, an internal issue.

This hour long Q&A was the most  extended explanation, an in-depth discussion I have seen in no other credit union’s annual meeting.  Even as it appeared most of the answers were being read from a script, she addressed each topic.  Some might feel she failed to see some of the underlying concerns; but no one could argue that  all the pointed, potentially embarrassing or even opposing views were not included.  She stood her ground.

That stance is the final takeaway.   The meeting was a very controlled event.  The camera never wavered from only showing the individual speaker.  Even when Brady was answering questions, the person asking them was heard but never appeared on camera.

Several times Brady acknowledged attendee’s responses to her remarks, but there was never an audience view.  Board members spoke on camera, but were never shown sitting together. The Foundation video and presenter’s slides were seamlessly woven side by side on the screen with the speaker.

This YouTube broadcast was a very well-produced and visually managed event showing only the four speakers and nothing else. No chance for any spontaneity or audience reaction.

Brady closed her CEO presentation by referencing this year’s meeting to include “another contested election” that will not impede our going forward.  One cannot help but come away with the feeling that this year’s event was a reaction to the two prior meetings where the board must have felt things moved out of their control.  This time the outcome which had some excellent content, especially the member questions, was an exercise in the power of incumbency.

Will that exercise in authority work to promote the members’ and SECU’s long term viability?   Or, will SECU just transform into another example of a large credit union similar in operations to its peers?

The Core Issue: Effective Strategy

My understanding of the last two plus years of public controversy about SECU is that the core issue is effective strategy.  While there were specific tactical topics such as risk-based lending, critics’ deep concern was whether SECU’s members would be as valued if the credit union offerings just looked like every other financial institution’s.

Aligning SECU’s products and services to conform with the majority ot its peers may certainly garner some low hanging fruit.  SECU’s response to critiques of its tiered lending was its intent to “serve all its eligible members,” especially the A credit score borrowers going elsewhere.

The previous cooperative vision of “send us your moma” was centered on members who may not have had A options readily available, and needed a fair and trusted institution to turn to.

Over time this member-centric focus extended to innovations in salary advance loans, broker dealer options, life insurance, a state-wide 529 insured college savings account and even how repossessed real estate was managed.  The SECU Foundation’s innovative funding model has made it  a marketing presence for the credit union throughout North Carolina.

These financial service expansions were based on a belief that to beat the competition, one cannot simply emulate them.  Hence when asked about offering 30-year fixed rate real estate loans conforming to Fannie/Freddie requirements, the response was, Why compete with the government’s product?

Time will tell how this most recent strategic overlay will mesh with the legacy elements on which the credit union was built: its branch structure, decentralized decisions, advisory board roles and unique partnerships within the industry.

The datapoint from the meeting that may be most  relevant in this ongoing transformation is the 33% who voted against the incumbents.   That number suggests a more studied understanding to integrate past success and current changes might be useful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Several Explanations for Credit Union Mergers

While there are almost daily familiar rhetorical press releases  announcing new merger intentions, actual causal motivations are rarely plainly stated.

Descriptions from other areas of economic activity  provides some of the reasons for this ever increasing aspect of cooperative evolution.

CEO’s love unjust gain because money is their highest trust.

There’s nothing wrong with actively working (read: contributing actual value to others) and making a good living from it, but it’s wrong to turn a profit off the time, talent, effort, and creativity of others simply because you wield a capital advantage over them.

Where nothing is forbidden, nothing is required.

Executives are absolutely at a loss of what might happen if they stopped exploiting a gain off of others.

And the ultimate outcome for the member owners:

The chasm between credit union’s design and individual member benefit gets wider and wider.

 

 

 

 

 

From the Field: Credit Unions Empowering Members and Communities

A critical distinction of the cooperative model is its local advantage.  News commentators assert “all politics is local.”  Military leaders call this capacity “boots on the ground.”  Credit unions described this organizing concept as their field of membership.

When events and institutions affect where and how one lives, that makes their impact personal for individuals.  The capability of credit unions to be seen as a long standing participant of the community they serve, creates generations of loyalty. And in the examples below, superior performance.

Member Feedback at Day Air Credit Union, Dayton Ohio

As part of the net promoter score process, the credit union invites member comments on their experience.  Here are two member notes the CEO recently shared with his team:

Reenetry

1.Day Air Credit Union met me where I was in my walk after being a returning citizen through the Montgomery County reentry community. I was full of fear and didn’t know anything about handling finances or money or getting to where I needed to be in order to be able to get loans and start a business.

Day Air Credit Union along with several individuals from the Montgomery County reentry community helped me succeed in my walk and in my business. Thank you so very much.

Don’t Sell Out

2.You guys help me through a situation, that even though you knew how I got there, you knew it wasn’t my fault (100% my fault) … You guys knew it was technically fraud against me. You did not have to help me, but you did, so that deserves a 10 in my book.

It shows the character of the people in your organization. You guys really are there for your members, it’s kind of like what families and friends are supposed to be, no judgment just being there when someone needs them to be and just doing the right thing. even if that right thing is to just be there to listen about someone’s life that has turned into a freaking dumpster fire… really you guys have been great. You’ve got a customer for life. Unless you sellout; other than that, a 10 in my book.

Through August 2024, the $847 million Day Air reports an ROA of 1.47%, share growth of 7.54%, net worth of 13% and an operating expense/asset ratio of 2.43%.

Creating a Statewide Collection Effort for Food Banks

The following is a release from First Harvest  describing a New Jersey wide effort in which  credit unions will collect canned food donations for local food banks.  This ad hoc network effort relies on the dozens of local branches as drop off and collection centers.   Another example of the advantage of a local presence and personal interaction with members.

First Harvest Credit Union, Affinity Federal Credit Union, and EdiFi Credit Union have come together to launch the New Jersey Credit Unions Food Cooperative and have engaged 27 New Jersey credit unions to participate in the initiative and help address the growing hunger crisis in New Jersey.

All participating credit unions and their select branches will serve as collection locations, allowing for broader geographic coverage across New Jersey, which will support dozens of food pantries and organizations throughout the state.

The program runs from October 1 through November

To donate, credit union members and residents throughout New Jersey can find a participating credit union listed below, and its nearest branch to drop off non-perishable food items. Each credit union branch will directly support a food pantry or organization within the community it serves. 

First Harvest President & CEO Mike Dinneen notes: “As credit unions, we are always stronger when we partner together. New Jersey has over 130 credit unions, serving a wide variety of rural, urban and suburban communities. One thing that is consistent is the food and affordability crisis that is impacting all of our residents.

Credit unions have an inherent mission and proven ability to take the reins when there is a need to help those who are underserved or in need, and I am proud to stand with these amazing New Jersey credit union leaders and implement this important member-driven mission.”

 The twenty-seven participating credit unions are then listed.  Local matters. That is how most of us ground our lives and cooperate with others in community.

 

 

 

 

 

Voting Closes Tomorrow in Critical North Carolina Election

On Tuesday Oct 1, remote virtual voting for SECU’s (NC) 2.8 million members’ annual director’s election will end.  Mail ballots must be postmarked by then, but in-person votes can still be cast at the Annual Meeting on October 8th in Greensboro.

I summarized several issues between the two slates of four candidates a week ago.  For I believe the significance of this unique event extends far beyond SECU’s members, North Carolina and into the entire credit union system.

Member-owner voting on anything, except a credit union’s demise via merger, is extraordinarily rare. This example of the member franchise being conducted  demonstrates that elections in large credit unions are feasible.

Members now have a say via voting about the credit union’s future.  It challenges the current routine practice of self-perpetuating board oversight with no member-owner input.  This latter approach is, unfortunately,  the process followed by most credit union at the moment.

Campaign Updates

Facebook posts with social media ads are being run by both sides.   The four member nominated  SECUforALL site includes dozens upon dozens of member comments and videos.  It is updated daily.  For example, it now includes “links to local news outlets providing lists of trusted charities and relief organization accepting donations”  for North Carolina victims of hurricane Helene.

These members and many former employees have criticized the announced annual meeting rules which limit member participation and comments compared with prior practice.   Their posts also pointed out that the credit union is paying for the incumbents slate’s ads on social media.

I believe both sides would agree with Chairman Moon’s video election comment that  “The power of your vote cannot be overstated. Let your voice be heard.”  That’s why this election is about more than choosing between two slates of candidates.  It illustrates what the member-owners’ role in a credit union is supposed to be.

Two Contrasting Views of Credit Union Leadership

Cooperative design inverts the traditional structure of financial services leadership.   In long-established and certainly modern day financial firms, power is concentrated, either in the hands of those at the top or those who contribute the most capital (ownership stake).

In credit unions power flows up from the bottom, from the member-owners.  This was the intent of the democratic one-person-one vote election for directors at the required annual meeting.

This grass roots, member-driven founding became so successful, credit unions began hiring full time managers.  Growth and expansion accelerated after deregulation.  Successive leaders grew increasingly distant from their credit union’s founding generations and motivations.

This ever widening scope of operations separated management and  boards from routine interaction with members. Today’s leadership teams who benefit from the legacy of hundreds of millions in assets, believe it is now their sole prerogative  to  configure the organization apart from any prior commitments—even to the point of merger and charter dissolution.

The boards of large credit unions have become insulated, like a private group who amplify and reinforce the instincts of this self-selected few.  It is their authority to alone  shape the future. The unique coop design is now turned upside down mirroring the current structure of for-profit financial organizations.  Here is a comment from another credit union’s member on the SECUforAll  site:

Recasting the Coop Model

Credit unions were created to  break from the traditional way financial services were practiced: for example, paying interest on share draft accounts; offering skip-a-pay and loan rebates; permitting cosigners as “collateral” for loan limits.   Or to use the biblical phrase, “overturning the tables of the money changers” providing consumer financial options.

As credit union’s market ambitions grew, the prevailing ethos became “to beat the competition, a credit had to become the competition.”  And their leadership and advice was increasingly drawn from that perspective, not from the legacy culture that built the system’s present financial standing.

SECU’s Election and the Stakeholders Watching

SECU’s election choice is between two visions of what a credit union is.  Most large credit union leaders believe the power of the organization rests at the top.  Success entails unfettered growth, seeking mergers and/or buying assets such as banks, and using all the tools of financial leverage such as subordinated debt, third party originations and borrowing, should shares fall short.

However, credit unions were founded on the principle that power was created by empowering others.   Credit union pioneers believed the wealth of an organization was measured by how much it was shared, not how much the firm accumulated. That the strength of a  coop was in trusted relationships, not superior financial ratios.  Member service and values is how to attract committed employees. not bonuses.

The outcome of this year’s vote will likely resonate far beyond Greensboro and North Carolina.  If ten thousand, a hundred thousand or even more members see their democratic ownership role more clearly, every SECU meeting going forward will have a more engaged participation.   And the credit union system will have an example of what modern day cooperative governance can be.

I will publish the link to the October 8 SECU Annual Meeting when it is available.

When Credit Union Members, Regulators and the White House Were in Alignment

From the President to the Treasury Secretary (1936):

In the first years of implementing the  1934 Federal Credit Union Act, oversight of the emerging federal option was placed in the Farm Credit Administration.   The FCA’s publication, Cooperative Saving, was a quarterly sent to all credit unions about how to set up and run a credit union.  William Myers, the FCA’s administrator, wrote this statement in the July-August 1938 first issue.

Note the “Memorandum-The Basis of Credit Union Success” is addressed to all FCU members.  And his statement, “If anyone should ask for the reason for this success. . . I should refer them to you.”

Aligning NCUA with administration on  priorities is critical to legislative change, such Congress’s  1984 restructuring of the NCUSIF following cooperative principles. The White House’s Assistant to the President David Gergen, acknowledges NCUA’s role for “restraining excessive government spending.”

When members, regulators and the Administration’s priorities are aligned in support  of cooperatives, credit unions “will continue to flourish greatly as one of the hopeful and lasting institutions of American life.”  It has happened before.

 

For Members’ Sake: Let’s Start Recognizing the Real  “Market” Value of a Credit Union

Today credit unions operate in two financial worlds.  One is the so called “free market.” This is where open competition, winner-take-all, buying and selling happens. Members/consumers make their buying decisions comparing options.  The winners are firms with superior value propositions including better products, service, convenience and sometimes marketing.

This is the market credit unions enter when buying banks or  investing in other firms (CUSO’s, Fintechs) to advance their credit union’s competitive position. Corporate transactions are marked by due diligence assisted by external experts, and financial projections with ROI’s and cash flow forecasts.  Often these deals are subject to close regulatory scrutiny in addition to buyer and seller’s close analysis.

Transactions in credit union’s “off market” financial  activity are not based on transparency, superior performance or even shareholder/owners best interest.  This is the “insiders game” of private deal making, self-enrichment and public misinformation and rhetoric to benefit the players’ personal agendas.

Today this is the world of credit union mergers.  It is increasingly  a cesspool of pretend member advantages disguising payoffs  to facilitate changes in control of sound long-serving institutions.

There is no owner payment or recognition as occurs in the “free market” transactions.  In fact these are totally “free” transfers  in which the continuing credit union is paid to take over the business.  The owner’s net worth is transferred intact to the acquirer. This is the complete opposite of an open market transaction.  It would never happen in a fully transparent actual market sale.

The Critical Issue

The critical question for the credit union system’s future is why aren’t members paid for their ownership interest when there is a change of control.  It happens some with market facing events, but never in mergers. Without any payments upon a charter’s dissolution, member-ownership is a fiction.

Credit unions do know how to value a financial institution, their own coops and other for profit firms.

Credit union  capacity and interest in buying other financial institutions, particularly banks is ever-increasing.   These all-cash purchase and assumptions totaled 16 in 2022, 11 in 2023 and at least 17 announced so far in 2024.

In most purchases, the transaction price ranges from 1.5 to 2.0 times book value.  Where the bank is publicly traded, the offers always exceed the last market quotation prior to the sale announcement. Here is an example.

The Most Recent Bank Purchase Announcement

Yesterday  the $9.2 billion ESL FCU announced the acquisition of the $401 million Generations bank (Nasdaq: GBNY).  Prior to the announcement GBNY’s one day high for the past year was $10.76.  Today, post announcement, it closed at $15.75 per share.

In the announcement the bank estimates the range of final cash payments for each share to be $18-$20.   From the joint press release:  “ESL Federal Credit Union will pay Generations $26.2 million in cash and Generations Bank will retain its equity at the effective time of the P&A Transaction.”

Generations Bancorp has 2,241,801 outstanding shares of common stock.  If $20 is the final disribution per share, then the bank owners will receive a total of $44.8 million, that is their equity and ESL’s $26.2 million payment.

We know there must be some pretty sharp financial analysts at ESL which is paying $26.2 million cash for an institution whose track record includes the following:

  1. The bank has lost money, every quarter, for the last three quarters.
  2. The bank has an efficiency ratio over 100%, every quarter, for the last three quarters.
  3. This means the bank lost money, before factoring in provision for loan loss expense.
  4. Since 2015, the bank has produced an ROA over 0.50% just once.
  5. It’s pretax ROA through 6/30 of this year is negative 0.90%.

How  Bank Purchases Should Inform Credit Union Owners

The example of credit unions paying cash in a bank P&A, effectively a liquidation, demonstrates credit union’s willingness to analyze market value and to pay up for performing financial assets.  In these deals, there is no charter acquired. just an operating business.

Moreover each of these transactions is reviewed and approved by at least three very interested parties:

  1. The owners who will ask is this price fair and a better option than not selling?
  2. The FDIC will examine for any residual risk to the bank fund.
  3. The NCUA will review for any safety and soundness implications and compliance with credit union regulations for acquired assets and FOM limits.

The point of this example, and almost 50 recent bank acquisitions is that credit union’s know how to value the potential future ROI of a financial institution’s assets.

So how might this skill apply to valuation of a credit union?  While there are not many recent examples, there is one thoroughly documented transaction.

The Nationwide FCU Sale to Nationwide Bank

In 2006 the sponsor of Nationwide FCU announced its intent to buy its credit union to accelerate its banking operations.   Founded in 1951, the single sponsor credit union was almost an extension of the insurance company. Almost all of its members were Nationwide employees, former employees or retirees and their families. The CU’s employees were all Nationwide Insurance employees and the CU performed very few of its administrative functions on its own.

The first question for the members was: “Will the 45,000 owners of the $564 million Nationwide FCU be offered enough money for their credit union?”

The credit union’s key numbers at December 2006, right after the vote were:  Assets $564.1 million;  Loans  $  418.3 million;  Net Worth $61.5 million (12.7%); shares $489.3 million; and Members, 45,002.  Nationwide was the 4th largest of Ohio’s 495 credit unions.

Further comments from an August 8, 2006 Credit Union Times article about the sale:

“When what is happening in so many other merger and charter conversions amounts to little more than thievery, the fact that Nationwide was willing to try to do the right thing means a lot,” said Jim Blaine, CEO of the $13 billion State Employees’ Credit Union. 

Blaine said that his comments and support for the purchase reflected the degree of transparency that the CU has offered. “If that transparency were to diminish, if the CU were to hold back on letting its members and the public at large know about how it and Nationwide Bank arrived at the $79 million price tag, then the deal might face more of an uphill climb,”  Blaine explained. 

The final member Notice disclosures were significant including full details of merger costs, loss of member control, and that taxation of the bank might lower returns to savers. The article continues:

McCune and other banking analysts note that a premium of even 150% or 200% of equity for an independent CU might not be out of line and would still be considered inexpensive compared to the prices commanded by independent thrifts. . . 

“The phenomenon (of a credit union sale) is more likely to remain an occasional development where banks might approach CUs which have access to particular markets or market niches and where CU members would be willing to sell. Everyone has a price,” the analyst noted, 

The Nationwide sale was approved by a wide margin in as reported in this November 7 article:

CEO Paula Edwards said that almost 17,000 of the CU members took part in the election and that almost 90% of the members who voted cast ballots in favor of the merger. 

Approving the deal means that Nationwide’s members will receive $79 million total, or roughly 15% of their account balances as of the end of March of this year as the price for the sale. The new bank will benefit from the purchase by having a readymade customer and deposit base that would have taken it months or years to develop otherwise. 

The Significance of Nationwide FCU’s Sale

Members were returned all of their cooperative capital plus an estimated premium of $17 million more.  This represented a gain of approximately 15% on their individual share balances.  In banking sales, this valuation is often referred to as the deposit premium when valuing a transaction.

According to CU Times, there were some who thought this transaction could be an example for additional deals.

Some view the Nationwide deal as the model for the potential takeovers of credit unions. Nationwide was a very unique case, , , CEO Paula Edwards is one of the true good credit union people and had little choice in that deal. The reasons behind it can be thrown out, but what can’t be thrown out is the premium on capital Nationwide Bank was willing to pay, that’s the potential model going forward. 

“This proposed merger ensures credit union members receive a financial benefit in the transaction. Nationwide has agreed to give members a payment for their ownership interest in the credit union,” said NFCU CEO Paula Edwards.

The Irony of This Transaction

On May 7, 2018 Nationwide announced it was getting out of the retail banking business.

The insurer said Monday that it has decided to move away from operating as a full-service, federally chartered retail bank — the kind of place where people cash checks, sign up for CDs and the like. Instead, it plans to focus its bank-related services on those that support its retirement-plan business. 

Implementing this intention, Nationwide made a follow on announcement August 3rd, 2018:

Nationwide has taken a big step as part of its plan to get out of the retail banking business. 

The insurer said Friday that it is selling $3 billion in deposits at Nationwide Bank to BofI Holding, the parent of BofI Federal Bank, in a deal that is expected to close before the end of the year. The sales price was not disclosed. 

BofI Federal Bank, based in San Diego, is a nationwide bank that provides financing for single-family and multifamily residential properties and small and medium-sized business in certain target areas. 

Even selling to a new charter or transferring control does not assure financial longevity.

How NFCU and Bank Transactions Are Relevant Now

There are two immediate conversions from a credit union charter that will entail a valuation with  potential member payout.

June 23, 20 24 the FDIC announced the following:

The FDIC approved a deposit insurance application submitted by Thrivent Financial for Lutherans in relation to a proposed Utah industrial bank, Thrivent Bank. The FDIC also approved a related merger application that will permit Thrivent FCU to merge the operations of its existing credit union into the newly formed Thrivent Bank. 

The newly approved Thrivent Bank will not operate physical branch office locations and intends to deliver all bank products and services exclusively online, offering a diversified loan portfolio centered in consumer loans and funded primarily by core deposits, following a traditional bank business model.  Thrivent Bank will offer products and services without regard to religious affiliation.

Thrivent FCU has total assets of $930 million and a net worth of $129 million . What will member-owners receive in this sale to an industrial bank charter formed by the Sponsoring company?   Will it follow the Nationwide payment precedent?

The second event is the combination Arrah Credit Union with the $378 million, mortgage centric, Pittsfield Cooperative Bank.  The details are in this August  14, 2024 Credit Union Times report:

Chartered in 1929, Arrha’s 27 employees operate three locations, and manage $110 million in loans, $122 million in total shares and deposits, and $12.4 million in equity, according to NCUA financial performance reports. The credit union posted a loss of $9,222 at the end of the second quarter.

The process to combine is very cumbersome. A minimum of 20% of the eligible members are required to vote for the transaction to proceed.

Arrha’s NIMRA application, under review by the NCUA, included 15 different documents and statements such as the merger plan, the proposed merger agreement, a copy of the bank’s last two examination reports, copies of all contracts reflecting any merger-related compensation or other benefit to be received by any director or senior executive, a statement of the merger valuation of the credit union, and a statement of whether any merger payment will be made to the members and how much of a payment will be distributed among members.

The question raised by these two current events, the growth in bank purchases and the Nationwide sale and other conversion precedents is why aren’t credit union being  member-owners compensated today? When  members are asked to approve the transfer and control of all their assets and common wealth to another credit union via merger, shouldn’t they be treated as least as well as when credit unions pay out bank owners?

Time to Take a Stand and Act

Its time for those who believe in a cooperative system to take a stand and ensure that intra-industry mergers reflect the same process and member-owner payments as every other credit union financial transaction requires.

Without change, the industry will be in  a race to the bottom.   As I described yesterday, one predatory credit union, PenFed, has cancelled 30 long serving credit union charters via merger between 2003 and 2022.   Even as PenFed hits a financial stall, this activity is being imitated by others daily.

Credit unions want all the authorities and options to compete in the open financial markets, but not when it comes to their own brethren.   These industry predators want the opportunities of the free market, but not the responsibility of transparent dealing and ownership reward when taking over another credit union.

These “off market” dealings are corrupting leaders, perverting normal financial practice and encouraging credit unions to go out and “roll up” their kindred in bigger and bigger combinations.  This trend is subverting not just the traditional practice of market based firms, but driving a consolidation eliminating one of the most stratgic advantages of a credit union charter: local control, investment, relationships and community building.

Why can’t the Nationwide outcome be the standard for all credit union mergers as well.  From the above event:

what can’t be thrown out ( of the outcome) is the premium on capital Nationwide Bank was willing to pay, that’s the potential model going forward. 

Shouldn’t that be the model today for all change of control credit union transactions?

 

 

 

 

How Mergers Tear Down the Credit Union System

The front page headline in the June 18, 2003 American Banker was “Pentagon Continues Merger Binge.”

The opening paragraph provided the details:

Pentagon FCU was approved to acquire its third credit union in the past six months, the $26 million Fort Hood Military FCU, in Fort Hood Texas, NCUA said Tuesday. That follows two December acquisitions for the $5.8billion credit union, those of $46 million Fort Shafter FCU in Hawaii and $13 million Coast Guard Employees FCU in Maryland.

This twenty year old description was before mergers of sound, long serving independent credit unions became much more widespread. A decade later credit union system CEO’s, consultants and regulators openly promoted these acquisitions as a quick and easy alternative to internal organic growth.  After all isn’t success just a factor of size?

This industry competition for acquisitions was based on offering private personal inducements for CEO’s and senior managers.  The practice became so blatant that in 2017 NCUA passed a rule to bring more transparency to the process.   The rule didn’t slow the wheeling and dealing.   It may have even legitimized these payoffs.

Now credit unions could routinely add wording to the required Notice and Disclosures of these payments and state that the regulators have approved the merger subject only to the member vote.

A Case Study Lookback

Two weeks ago I described the final step in PenFed’s 2021 merger with the $36 million Post Office Credit union in Madison, WI.  In August 2024 PenFed announced the closing of its only office in Madison. Since the 1934 chartering, Post Office’s 3,153 members (at time of merger) had received personal service.  No more.

I called this closure the final step in “asset stripping.” This is the practice in a takeover acquisition to maximize the profit and eliminate any future investment or expenses. All of Post Office’s resources, reserves, member accounts were transferred to the control of the Virginia based PenFed.  There is no longer any local presence, nuance or leadership roles in the community. With this branch closure, all member relationships are now virtual and remote.

The Final Cashout

Last week the land and building of the former Post Office location were put up for sale.

An internal view.

When the merger occurred, Post Office’s call report showed these assets with a book value of $589,222.  The real estate listing on September 17, 2024 had a list price of $1,260,000.  This is an increase of $671,000 (113%) in the three and one half years since the merger.   The net gain on sale all goes to PenFed as “other operating income.”   This is the final liquidation step of this 90-year old credit union which had 22% net worth at the merger date.

All Gain, No Risks, Members Left Behind

Paying nothing in these acquisitions for total control of  all of another credit union’s members’ net worth and reserves makes these takeovers a very profitable practice.  Systematically  stripping out all of the most valuable assets for maximum cash value puts the icing on the cake.  No worry about local commitments or member and community relationships.

Such takeovers are a common strategy in for-profit companies.   However in credit unions there is no acquisition cost, just a few crucial payouts to the CEO and perhaps,  other senior executives whose approval and pitch to the Board is required. It is literally free assets for the taking.

This practice is becoming more widespread.  It is  self-immolation, a systematic  institutional dismantling of the credit union system driven by greed and personal ambition, not member benefit.

In many situations today, the merger destroys the local advantages, loyalties and relationships that are the foundation for credit union’s success. The acquiring credit union’s field of membership, or market focus, has no center or rationale. There are no “network effects” for branding or service delivery that would create operational efficiencies.  Most critically the headquarters and leadership is  hundreds or thousands of miles away.  Local familiarity is all lost.

The consequence of credit unions preying and suborning their fellow CEO’s and boards is systematically demolishing the credit union advantage at both a market level and in the public’s eye.  The coop model is seen as no different from other financial options.  Especially in an era when virtual relationships are available from all financial providers.

And a credit union’s values are the same as every other market participant.  The winner takes all.

The rationale is that growth and size will guarantee success, an assumption frequently at odds with the facts and members’ experience.  Size does not automatically correlate with efficiency, growth or other financial metrics let alone operational excellence.

The PenFed Merger Demolition Derby Takes Off Again

Penfed pulled back from the American Banker’s “binge” strategy during the initial years of this century.  It should be noted that the three mergers listed in the article were all military bases.  One could argue that these were natural affiliations consistent with with PenFed’s focus and traditional brand.  In 2010 there was a single merger with the $11.6 million Tripler FCU in Hawaii.  And then a lull until 2015.

The Merger Frenzy Begins

In 2015 PenFed undertook an aggressive acquisition campaign that lasted until 4Q 2022.  They took over 25 credit unions located in 14 different states in under eight years.  The majority had no military affiliation, such as Post Office, McGraw Hill, Sperry Associates and Progressive.

Progressive, a New York state charter with a single office focused on taxi medallion lending.  This merger of a “troubled” institution resulted in a gain in the year acquired; more importantly it gave PenFed a field of membership open to anyone in America (the old Progressive state charter’s FOM).

The combined  assets of these 25 acquisitions at the time of merger was almost $3.0 billion.    As in Post Office’s example, control over all the assets, reserves, allowances and  member relationships were transferred to PenFed’s head office.  In some instances such as the very successful $265 million  Perry Associates single office credit union, the office was closed immediately after the merger. The employees  were let go, and all members forced into a virtual, remote service model.

Dismantling the Coop System

This systematic dismantling of credit unions and their successful local market positions is being emulated by other credit unions.  The hunt is  supported by a host of hanger’s on who benefit by facilitating this organized tear down of the cooperative alternative.

In many of the combinations below, the members, if a merger were really necessary, would have been better off with a local option familiar with their market and bringing real operational synergies.  But  in these private deal makings, the largest payoff to the CEO wins.  And besides no one ever looks back to see what happened.  Except for the members who begin to vote with their feet.

PenFed’s Eight Year Acquisition Spree

But  Does It Work?

One could still ask however if the strategy works as a growth enhancement to normal organic tactics. When PenFed completed the final Allus acquisition in 4Q 2022, it reported total assets of $35.9 billion.

At June 2024, PenFed’s total assets were $33.5 billion.   It would take more time to calculate all the other merger downsides such as local branches closed, the employees laid off and the number of members who left after being turned over to an organization with which they have no connection.   In its initial merger frenzy, PenFed’s growth looked easy and free of any cost or risks.

However members soon see the asset stripping and the absence of local leadership. Moreover, PenFed lost every credit union’s most important strategic advantage: the hard earned, unique value of long lasting member relationships.

When CEO’s care more about themselves then they do for members’ well being, the difference that makes cooperatives successful is gone.

PenFed is not alone in its disruptive wasting of long standing successful cooperative charters.  The question for those who believe in the unique role and purpose of cooperative design, is whether this faux capitalistic model becomes the norm for the system.  Or  like all false idols, will be defeated by the example of those who think the credit union model is first and foremost for members’ benefit, not managers or boards’ personal ambitions.