Category: Co-ops in Capitalism

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When a Bank Owner is Better Off than a Credit Union Owner

On September 3rd, South Division Credit Union’s merger with Scott Credit Union was completed.  In this time of political and ethical disorder, this combination raises a critical issue for the future of the cooperative system.

I described the unusual circumstances of South Division’s merger in an August 13 post, Can’t We Do Better Than this?

The credit union’s commitment  to its members was clear on the website:

Once a Member, Always a Member

Membership with SDCU is on your terms. No matter where you move or how your life changes, you can maintain Membership with us. And when those life-altering moments do occur, SDCU assures you that we will be there to offer support and personalized financial services to suit all of your needs.

Our commitment to you is the driving force behind our credit union, because your life is our priority.

But the July 14, 2021 Special Meeting Notice from the CEO and seven directors recommending merger, paint a very different picture as follows:

South Division Credit Union has not grown in size or membership participation for several years and has been faced with increasing operational, regulatory and compliance expenses; lack of managerial expertise, aging Board of Directors and no effective succession plans. 

Multiple facts support this self-confessed failure.  Membership has fallen from 6,724 at December 2016 to 5,287 at June 2021.  Net worth has almost been cut in half, from 14% at yearend 2019, to 7.47 at this midyear.

This capital decline was due to operating losses of $1.995 million in 2020 and another $252,211 for the first six months of 2021.

Full time equivalent employees have been reduced from 26 to 17.  Total member loan balances have fallen by $2.5 million or 15% over the past twelve months. Top line total revenue has decreased year over year since 2016, and by 14% in the first six months of 2021 versus comparable period of 2020.

An Abandoned Ship?

Members and employees both appear to be fleeing a leaking if not sinking ship. However, during these years of declines, the CEO was garnering significant recognition from the credit union system.

At the merger date, the CEO had been in place since 1987, or 35 years.  A July 2013  Illinois Business Journal profile listed her many career involvements including :

  • Director of the ICUL board since 2003
  • Chairman of ICUL in 2014
  • President of two credit union chapters
  • 30 Year Member of CUES and Illinois CUES Council Chair
  • 30 Year Member of the IL Political Action Council and past chair
  • Service on Cuna’s Governmental Affairs Committee
  • Three years on CUNA’s state government subcommittee
  • Internationally, a member of the World Council of Credit Unions for 25 years and a founding member of the Women’s Global Leadership network.

The article also enumerated more than a dozen local charities, school and educational involvements plus multiple civic engagements by the CEO.

The awards granted to the CEO in just the past decade include:

  • The Evergreen Park Chamber of Commerce “Business Person” of the Year for 2011
  • Induction into the Illinois credit Union Hall of Fame-April 2017
  • The Credit Union House Hall of Leaders Recognition at Capitol Hill-March 2018: “a distinguished group of individuals whose leadership serves as a model for credit union leaders throughout the country.”
  • The Perpetual Tribute Award from the Illinois Credit Union Foundation at the ICUL’s 89th Annual meeting-April 2019

The Final Tally

One of the reasons for South Division’s loss in 2020 was the increase of over $1.0 million (74%) in salaries and benefits from the prior year. Was this a bonus or other benefit paid prior to announcing the merger where a disclosure would be required?

State chartered credit unions must file 990 IRS forms by May 15 after each yearend which would disclose the compensation for senior management and to the board, if any. There was no IRS 990 on file for South Division for 2020 as of the merger date.

Prior year’s filings report total CEO compensation rising annually  from $206,643 in 2016 to $290,474 for 2019. In addition, the 990’s show a split dollar life insurance plan as an asset for $3.8 million and a pension plan balance of $2.8 million.

The Merger and the Members

At June 30, 2021 the credit union reported net worth of $3.9 million less an “other comprehensive income” account of negative $2.5 million, not otherwise explained.  If this is a pension plan or other unfunded benefit, it is not clear what the obligation at the merger would be or who is responsible-Scott or South Division-if anyone.

Whatever the case, if this shortfall must be funded, certainly that requirement would seem to qualify as a merger related benefit requiring disclosure to members.  If not, then should the members have received some of the almost $4.0 million of net worth as a result of their patronage since 1935?

Enter Scott Credit Union

South Division has been in decline for years, even as the CEO garnered multiple awards and participated in numerous outside activities.

The credit union is a mess, according to its own leaders’ statement above.  Who cleans it up? How can the members be given what the cooperative promised to deliver?

Scott Credit Union would seem to be a very handsome and strong white knight riding to the rescue.  Its adherence to the cooperative model is presented on its website:

Our Cooperative Structure

Founded in 1943, Scott Credit Union is a full-service financial institution providing financial services for individuals and businesses, including free checking accounts with interest, ATMs, credit and debit cards.  .  .

Scott Credit Union, like all credit unions, is a not-for-profit financial cooperative that offers banking services. When someone opens an account with a credit union, they become a member and an owner.

Your experience with Scott Credit Union is about more than money, it’s about you getting the most value for your money and reaching your financial goals.

Our products and services and pricing are driven by our members, not by stock holders looking to increase their net worth.

So far so good; just two nagging questions.  Why was no Chicago area credit union approached to help where there would be local knowledge and an immediate network delivery expansion for members?

Scott is 240 miles and a four-to-five hour drive from South Division, so what is their game plan? So how will members benefit from a leadership team whose focus and experience is in a very different market and far away?

Was there any due diligence by Scott? How will Scott make things right for South Division members who have been “short-changed” for years?

The Other Shoe Drops

My earlier view was that Scott had drawn the “short straw” in its willingness to resuscitate South Division members’ credit union experience.  This was especially so since it is far removed from its own network and market reputation.

But then came the stunning announcement.  On August 20, 2021 Scott announced it had agreed to buy Sugar Creek Financial Corp and its Tempo Bank subsidiary with $93 million in assets. That was just ten days prior to the South Division members’ vote on merger-a done deal given Illinois’ use of proxies in mergers.

The stunning part was not the bank purchase.  Tempo Bank was in Scott’s home market and would “increase its total footprint to 22 locations across the Metro East and St. Louis area.”

No, the stunner was the juxtaposition of how Scott treated the bank’s owners versus the credit union owners of South Division.

Start with the bank’s CEO, Robert Stroh, who will retire after 45 years of service but will be “offered a consulting agreement with Scott for a period of time following consolidation.” No such agreement for South Division leaders.

The bank’s CEO observed: “We know our customers will benefit from all the additional resources that Scott Credit Union has to offer while knowing that their money is staying right here in the community.” Hmm, not the Chicago market?

But Scott’s true colors show in how they are treating the bank’s shareholders versus the credit union’s member-owners.

Scott is offering $14.2 million or a premium of approximately  $4.0 million, or 38%, over the bank’s book value at June 30, 2021.

The day before the purchase announcement, the bank’s stock closed at $11.41.  The Sugar Creek shareholders are projected to receive between $14.50-$16.50 in cash, subject to valuation adjustments when closing the P&A.  South Division members get $0.

South Division members were given words, the general promise of a better future, but no cash or even plans. Better to be a bank shareholder than a credit union owner!

But the situation is worse. Scott gets a lot more from South Division than four branches, 5,287 “underserved” members and $51 million in assets.   It receives approximately $4.0 million in South Division equity to be able to pay the premium to the owners of Sugar Creek Financial!

Scott appears to be no white knight for South Division members.  Rather, the combination seems to be birds of a feather finding each other.  Scott’s real heart is in Southern Illinois, where it is investing the $4.0 million, not suburban Chicago.

Of the three CEO’s, it is the bank executive who showed the greatest attention to their owners’ welfare.

“It Happens Every Day”

Credit union CEO’s  using mergers for self-advantage with members receiving only promises  has become  more common. The precedent of a retiring CEO  leaving with multiple industry honors, rather than honor, is not new.

Examples of CEO’s selling out the institution that provided them the platform on which they stood for much of their professional careers is an increasing pattern.

One of my former colleagues would counsel me, “it happens every day.”  I don’t accept that as a reason for “leaders” betraying their member-owner’s loyalty.

As the movement stays silent, we become complicit.  The lesson of South Division and Scott is that indifference is toxic, and it seeps into the soil upon which we all stand.

Credit unions have always asserted they have a higher role than profits and institutional growth.  Acting in the members’ best interest may be an open-ended standard, but this kind of member exploitation is a specific harm.

When some credit union leaders demonstrate they respect bank owners more than their own member-owners, the cooperative model is in trouble. They are doing things for which there is no excuse and if unchallenged, this behavior will metastasize.

The issue isn’t only the members’ welfare at South Division, Xceed, Post Office Employees, Sperry Associates or dozens of others abandoned by their “leadership.” Rather it is about the next generation of members who will not have a credit union option that seems to be anything other than just a banking choice.

That loss of uniqueness will end the valuable cooperative experiment unless current leaders have the courage to say enough is enough.

But the greater squandering is of an American economy, with deepening inequalities,  urgently in need of organizations willing to put consumers’ best interests first.

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Why Latino Credit Union Matters Today

In2003, just three years after being chartered, Latino Credit Union won the Herb Wegner award for outstanding organization.

The credit union today is one of the most successful coop startups ever.  But the communities it serves and its ongoing financial performance are not its most important lesson.

Latino’s Example as a Coop

When banks are organized, it is the wealthy who put up the capital to secure the charter.   This has always been the practice and always will be.

At its founding the employees of Latino Credit Union spoke five languages and came from 16 countries. This paradigm of recent immigrants and low-income workers forming their own financial coop is a stark contrast to the for-profit banking model.

Credit unions demonstrate how individuals who are the most vulnerable and threatened in society can join together for opportunity.   Hope and trust replace fear and exploitation.

Credit unions are a different way, a unique self-help option in a capitalist system dominated by large financial firms and private wealth.

Presence-More than a Place, a Home

Latino and other credit unions offer more than branches, virtual delivery and personal service.

In America today, there are those who profit from individuals who have the least or know the least.

The coop model is about presence, a place to turn when a person is in need.  A financial home where people know their interests are paramount, like the family home.

It is about more than a place.  The credit union replaces uncertainty with freedom from fear, the fear of being vulnerable or afraid.

When the credit union option is at its finest, people can begin to realize who they want to be.  They have a rusted partner as they strive to live out their hopes and dreams.

Latino Credit Union shows why coops matter, a path for those without advantages but willing to work together for everyone’s sake.

 

 

 

 

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A Much Needed Message for today—From 2003

John Herrera’s Wegner award acceptance speech as Chair of the Latino Community Credit Union is as moving and thoughtful today as it was that evening.

In 2003 Latino Community was only $11 million in assets, relying on credit union deposits and just ramping up its loan operations.   But its initial success and impact were already noteworthy.

Herrera’s speech touches a number of important themes:

  • The “family” of supporters-over 20 on stage with him;
  • The Movement has developed an “accent”-an accent on people and community;
  • His staff: they speak five languages, are from 16 countries and routinely work beyond closing hours until everyone is served.

But his two most vital messages, more relevant than ever, start at:

5:00- “Our story is your story”- a shared vision for all persons to have access to affordable financial services;

8:45- “Immigration and the treatment of immigrants”- There are “no illegal human beings.” Immigrants are a critical aspect of America’s democratic enterprise.  The first credit union was created by and for immigrants, who couldn’t speak English.

Here is the full speech, just over 10 minutes with the family of supporters on stage beside him.

https://youtu.be/T9UfOhtljws

Questions for Today

When was the last time you heard a credit union leader speak this movingly about their credit union’s addressing critical economic issues for its members?

When have you witnessed a more concrete example of the movement gathered around a common vision?

Which credit union leader has spoken recently or more eloquently about the role of the immigrant community for America?

Can you identify another time such as this evening, when you were proud to be a part of the credit union movement?

Hopefully this speech reminds us of who credit unions can be at their best;  and whether we are building on the legacy we have been given.

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The Latino Community Credit Union-A Timeless Example of Cooperative Action

The 2003 Herb Wegner award for outstanding organization is perhaps even more significant today than when granted almost two decades ago.

Here is co-MC Annaloro’s description of the special nature of this award which had been given only 14 times before.

https://youtu.be/nqJORMMiFto

In 2003, Latino credit union was three years old, held $11 million in assets and had just 8,000 members.  Even then the credit unions was know for “punching far beyond its weight class.”

As Chair Chuck Purvis stated in his opening remarks, it is an example of the movement coming together to “effectively serve the needs” of the Hispanic market.  And those needs were clear and unmistakable as documented by the introductory 10 minute video from that evening. Why a credit union for the Hispanic community:

https://youtu.be/Hbjgz81jU5s

Latino Credit Union Today

This is a powerful example of credit union’s ability to respond to some of the most vulnerable persons in our society.  Few could foresee what the long-term results of this initial organizing effort would be.

Today Latino Community Credit Union has $663 million in assets and continues it focus on lending with a loan-to-share ratio of over 100%.  It has a below peer operating expense ratio even though it manages 13 branches with 157 employees serving in excess of 101,000 members.

Every aspect of its performance is exceptional with recent annual growth in shares (24%)  and loans (28%) at the very top of the industry.  It reported net worth of 11.2% at June 30 even with this high level of balance sheet growth.

Latino’s Meaning for Today

When passion and commitment meet human need, the opportunity for success is great.  This is the circumstances in which credit unions were begun in 1909.  Inequalities and vulnerable populations have not disappeared from American society.   The continued growth of payday lenders and check cashiers is an ongoing example of persons living paycheck to paycheck

Latino also shows the power  of new startups.  Some today disparage the efforts to form new credit unions.  They point out their small size forgetting that every credit union that exists today started small. Some point out the capacity of existing credit unions to serve more-and yet many parts of the their current FOM’s remained unserved or underserved.

Succeeding from scratch is not an easy thing to do.  Latino maximized its chances of success by getting inspiration from those who had already achieved what they want to accomplish.

We will learn in tomorrow’s acceptance speech, how these people became mentors-”family”-helping along the way.  Mentors increase the chance of success because they will have already confronted many of the questions that determine whether or not a start up will succeed.

We will see these people stand on stage with the Chair of Latino Community as he reminds us of a message-especially relevant today-why America needs more credit unions.

 

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COOPS: Collectively Honoring Individual Achievement

There was a surprise “gift” presented to Ed Callahan at his San Francisco retirement celebration after serving 15 years as CEO of Patelco. During this October 2002 event, a number of his peers and friends honored him by establishing the “Ed fund”.  All investments would become a component of the Community Investment Fund (CIF) of the National Credit Union Foundation.

The Fund’s name was a play on words.  For it honored Ed as a credit union leader and also recognized his early career in education and belief in lifelong learning.

The intent was that the earnings from these investments, split 50/50 between the credit union and the CIF, would provide a reliable source of income to support the Foundation’s education and grant programs.

This tradition of recognizing individual accomplishment by furthering cooperative enterprise is as old as the Herb Wegner dinner itself.

At this 15th Herb Wegner ceremony in 2003, this special effort was singled out for recognition.  The initiative had led to a tripling of investment balances in the CIF to $155 million just five months following the October launch.  The nine CEO’s who committed $10 million or more were recognized personally in the segment below introduced by co-chair John Annaloro, CEO of the NWCUA.

https://youtu.be/7kD8S31A2X4

Peers Reinvesting in the System that Gave Them Opportunities

The lead donors and 24 other credit union CIF supporters were a coordinated effort to provide seed funding for cu startups and programs to promote individual financial independence.

It demonstrated the willingness of all segments of the cooperative system to support collective, not just individual, responsibilities. Simply running your own shop well and supporting local communities, was not the end all for these leaders.  In the tradition of Ed Filene and many other system leaders, they believed in “paying forward” part of the success they had enjoyed.

At the pinnacle and critical to the CIF’s success was US Central.  It managed the funds, helped collect donations via the corporate network, kept the bookwork and provided the best return available given investment limits on credit unions.  In addition to making a $10 million investment, the corporate also contributed $700,00 in direct donations to the fund.

This special role is acknowledged by Annaloro in this brief clip:

https://youtu.be/0wPXlfgS0nE

Leaders Insuring a Legacy—for the Cooperative System

The unique advantage of credit unions is cooperation–the capacity of leaders to join with each other for system benefit.   CUSO’s are one example driven by economics and scale.   The Ed fund is another example of this talent to work for common purpose.

These initiatives require leaders who have the instincts and will to make change happen.  When there are leaders there will be followers. No matter a credit union’s size or status, all members current and future, benefit when cooperatives share their success beyond their own firm’s boundaries.

(editor’s note)

These glimpses of past credit union events are done in the spirit of historian Will Durant who wrote:

we of this generation give too much time to news about the transient present, too little to the living past. We are choked with news, and starved of history. We know a thousand items about the day or yesterday, we learn the events and troubles and heartbreaks of a hundred peoples, the policies and pretensions of a dozen capitals, the victories and defeats of causes, armies, athletic teams. But how, without history, can we understand these events, discriminate their significance, sift out the large from the small, see the basic currents underlying surface movements and changes, and foresee the result sufficiently to guard against fatal error or the souring of unreasonable hopes?

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Coop Design’s Two Unmatchable Advantages

Living in a forest sometimes keeps participants from seeing the factors that create its growth.  For the credit union system, there are two areas where they should have the upper hand in the ever-changing world of financial options.

Ownership Matters

We live in a commercial, social and political world in which success is often attained by accentuating differences–through branding, sloganeering or pandering to individual fears.

Cooperatives are built on peoples’ need for community. Instead of fueling division, credit unions rely on shared effort. When people feel included, these efforts build ownership. Ownership is more than “I am a member of.” It is being a part of something bigger than oneself.

Members are choosing a financial option that promotes individual and local opportunity, trust and prosperity.  The inclusive spirit of owning integrates diverse needs and persons in mutual efforts for a better community.

The Power of Relationships

In a brief article on managment strategy author Greg Satell references a McKinsey study that points out the change in the asset composition of leading American firms and why this requires a different approach to leadership:

“In 1983, McKinsey consultant Julien Phillips published a paper in the journal, Human Resource Management, that described an “adoption penalty” for firms that didn’t adapt to changes in the marketplace quickly enough.

. . .research shows that in 1975, during the period Phillips studied, 83% of the average US corporation’s assets were tangible assets, such as plant, machinery and buildings, while by 2015, 84% of corporate assets were intangible, such as licenses, patents and research.”

By NCUA rule, credit unions’ “tangible” assets-buildings, equipment and fixed- are limited to 5% of assets or less.  The structure of loan and investment assets is self-liquidating.  As with other corporations, the most vital cooperative “assets” today are intangible, but not patents or research. It’s about people.

One of these is employee culture especially when credit unions define their competitive advantage as service.  But the most valuable and hardest to quantify is the member-owner relationship.  This is more than the total of product balances, length of membership or volume of transactions. Relationship is members’ ongoing belief that a credit union’s decisions are in their best interest.

When a credit union’s most precious advantages are intangible, effectiveness is directly connected to people — what they believe, how they think and how they act.

This strategic imperative is counter to prevailing themes that coop competitiveness is finding the best technology, skill with data analytics or AI applications, or the dominate theory that size is essential for success.  All may help to some degree, but are not unique coop advantages.

Ownership and relationship are two sides of the same coin.  Without either, the member becomes just a customer, and the credit union one option of many in the financial forest.

The Network Advantage

Satell’s article highlights another credit union system advantage, albeit not unique to coops:

“Yet there is significant evidence that suggests that networks outperform hierarchies.

Wherever we see significant change today, it tends to happen side-to-side in networks rather than top-down in hierarchies. Studies have found similar patterns in the German auto industry, among currency traders and even in Broadway plays

The truth is that today we can’t transform organizations unless we transform the people in them. . .It is no longer enough to simply communicate decisions made at the top. Rather, we need to put people at the center and empower them to succeed.

Later this week I will present the story of a CEO and credit union where these cooperative ideas are the center of every effort.  The results speak for themselves, even if the model appears traditional.

 

 

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Are App Platforms the Future of Financial Services?

COVID  accelerated the online movement  for all aspects of social and economic life.  In credit unions, some assert the transition away from the branch-based model of financial services to an all virtual one is now inevitable.

One example of this total virtual embrace is the former United Airlines, now Alliant CU with $14 billion in assets. It has no branches and is the ninth largest credit union in the country.  In contrast the $8 billion Wings Financial whose initial sponsors were also airlines, still has 30 branch operations in airports as well as in the communities surrounding its home office of Minneapolis-St Paul.

The Startups

Multiple startup financial providers, relying solely on virtual platform services, are attracting venture capital and IPO attention.   As described by Ron Lieber of the New York Times, What’s in a First Name for the New Money Apps:

The start-ups’ interfaces are indeed generally slicker and simpler, very much a welcome change.

And if you resent all of the overdraft and other fees the big brother banks so often charge — and you do, there’s little doubt — Dave and friends look even better. They tack away from old-fashioned bankery, with a suite of offerings like advance access to your paycheck, overdraft fee avoidance and assistance building credit.

Their brand’s “personalization” is communicated with  first names like Dave, Marcus, Albert or Bella.  Or sometimes with a disruptive promise like Aspiration and Revolut.   One online offering called Simple was just that, and has already closed.

The Enduring Advantage

While distribution options and transaction volumes migrate to virtual self-service, that does not mean branches will go away.  They may decline in traditional teller transactions but become more vital for other service interactions

Credit unions are organized around a “community” of people versus organizations built with venture capital.  Their cooperative advantage is relationships which are also the core of their organization’s purpose.

The value of human touch is often lost in AI automated interfaces, text messages, self- service applications and video demonstrations.   “People seeking financial service” as one consultant expressed, “do not visit branches, they visit bankers.”

Moments of Impact

Times’ writer Ron Lieber ends his review of virtual financial apps with the following story:

Davy Stevenson, the vice president of engineering at Hasura, which helps software developers more easily build applications using data, was an early neobank adopter herself. She experimented with the first versions of Simple, which no longer exists.

Today, she banks with her humble credit union. Though she pines a bit for the technical wizardry that her software developer brain knows the institution could deploy, she’s also happy with the way the people there treat her.

One CEO in his monthly staff updates includes examples of this member service advantage.  Here is a member comment from the July newsletter:

Dear (CEO’s name:)  (employees and cu name omitted)

Customers probably contact you when you when something goes wrong. Not this time. I wanted to let you know when your customers are given the best customer service, which is just what I received from the CU recently.

Two ladies I dealt with recently are the epitome of the great people on your staff. The first was J., and I apologize that I didn’t get her full name. J. was extremely knowledgeable in helping us transfer money to a friend living in England. She insisted on staying on the phone as I processed the transfer. She was so polite, helpful, and extremely efficient and I wanted you to know that!

Then, around the same time we were also processing a loan for an RV we were buying. M. B.  processed our loan so professionally and politely that I felt you needed to hear about her also. She instantly took care of everything and two old people are now ready to hit the road! Another great CU employee!

The Humble Credit Union

As long as members remain the mission, the future is secure.  Even when that future is increasingly enabled with Internet Retailing.

 

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Credit Union History for Understanding Today’s Cooperative System

America’s Credit Union Museum is collecting oral histories of system participants to help future generations understand their cooperative roots.

Fifteen videos are now posted. Interviews are from retired leaders such as Carroll Beach, Dick Ensweiller, Brad Murphy and John Tippetts. Persons still active include league presidents Tom Kane and Caroline Willard, and Sarah Canepa Bang, the senior policy advisor to NCUA Vice Chair Kyle Hauptman.

Episode 15: The Deregulation Era

My first contribution discusses deregulation. It describes how Ed, Bucky and I learned with credit unions in Illinois to navigate the disruptive economic changes occurring in the late 1970’s and early 80’s. We went to NCUA using these lessons on a national scale.

The talk is 24 minutes. If your time is limited, here are some topics to scroll to:

3:00 Where the cooperative model fits on America’s economy

5:00 Learning about regulation and credit unions at Illinois’s DFI

12:10 We take our experiences to NCUA

14:00 Communicating what deregulation was; why it worked

16:15 Upgrading the NCUA’s internal capabilities

20:20 the PennSq bank failure

The Value of Oral History

The museum’s initiative to record individual’s credit union experiences will be invaluable to visitors and scholars. They are easy and fun to listen to, especially if you know the characters.

Hearing these examples will stimulate interest in cooperative history; more importantly it can give perspective on today’s topics.

Deregulation was not a political ideology, strategic blueprint or onetime response to a changing economy.

In credit unions it was nothing less than building a better system of “cooperative credit in the United States.” It turned upside down the practice of government making everyday business decisions for credit unions.

Rather that responsibility was now in the hands of those closest to the members-management and boards.

Most importantly these changes were developed mutually with full dialogue and participation by all segments of the movement.

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Ten Questions for Whole Bank Purchases     

Some proponents assert that buying banks is just another market option for a credit union.   Similar to expanding a branch network, investing in technology or launching a rebranding campaign, this is just a business decision that needs to be “pencilled out” to see if it makes financial sense.

Analyzing a purchase transaction is not simple.  Every transaction has a different market context and unique financial data.

Ten Questions Before Any Purchase

Credit unions buy banks with cash, not stock, which is the common practice in bank-to-bank purchases.  Some data provided in bank announcements to enlist shareholder support are also relevant for credit unions.

The following list focuses on evaluating the purchase transaction itself, not the broader public policy implications or a credit union’s strategic framework.

  1. What will be the total expenses of the transaction for all fees, consultants, contract cancellations etc., and how will these costs be recorded by the credit union? What transparency will the credit union provide to demonstrate its own due diligence work.
  2.  What is the dollar total of bank assets and/or liabilities the credit union must sell as ineligible for a credit union charter? If significant, why is the merger being considered?
  3.  How will key personnel be retained and will there be a cultural fit? What obligations will the credit union have to the former executives and employees of the bank? Will covenants or conditions such as non-compete clauses limit major stockholders, senior and/or key executives whose stock has been paid out from becoming competitors. An observation from a merger veteran:  Credit unions talk about “buying” skills during a merger.  If you can’t keep a commercial lending team, mortgage banking team, wealth management team, then you are not buying anything.  Those jobs are like free agency – they sell their skills to the highest bidder.  You are not acquiring a piece of equipment, a patent, or a manufacturing process, you are buying people.  This is a service and relationship (networking) industry.  A star performer can take their network (and team) anywhere.  A merger is often the “nudge” the star performer needed to make a change to a different employer.  If they don’t see a direct benefit from the merger, you run the risk of losing them.
  4. How will the transaction affect the credit union’s net worth position? If all bank capital is absorbed in the acquisition, will the credit union remain well capitalized and able to realize its growth prospects in the newly obtained market?
  5. How will the additional assets affect the credit union’s overall ROA, efficiency, and concentration ratios? What is the payback period (breakeven) on the cash paid out in the transaction? How do various customer retention scenarios affect this return?(Proforma balance sheet and income statements before and after the purchase are useful in addressing these changes.)
  6. How much overlap with current markets exists? If high overlap, why merge to begin with?  If low overlap, is the credit union reaching too far from its geographic core?  How will an investment in a market where the credit union has no presence benefit current members?
  7. How will the bank customers become “involved” credit union members? These bank customers did not choose the credit union, have no direct experience with it and are probably unfamiliar with their acquirer. Can the credit union retain these relationships plus gain new ones?
  8. Why did the credit union pay a premium over the market valuation for this transaction? If the franchise is so desirable, why were there no other bids? How will existing market competitors–bank or credit unions–react?  Will there be critical comments such as taking away jobs, tax revenue, deposits, and local leadership from the community? Might competitors hire away key personnel?
  9. What are the regulatory requirements to be navigated? Will FDIC require public announcements be placed in affected markets?  What process will each regulator follow when evaluating the purchase—will different criteria be used for the FDIC and NCUA? Depending on the selling bank’s structure, will potential double taxation affect the price–  once on the asset value increases in liquidation and again on gains from shareholders’ stock sale.
  10. What existing plans will this acquisition defer, disrupt or postpone? What new risk mitigation measures will this event require?

Knowing questions to ask in any undertaking does not lead to easy answers. Any list of due diligence questions is incomplete as each circumstance introduces special factors.

However, using a check list can help assemble the basic information and analysis to consider versus the generalizations sometimes used to justify these purchases.

Tomorrow I will look at the four current transactions and their individual explanations.

 

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Chapter II: Bank Purchases by Credit Unions: Just Another “market transaction?”

(Two blogs precede this chapter II. One posed the issues of credit unions buying banks; a second reviewed cooperatives’ public policy role.)

As of mid-June, four credit unions have announced agreements to purchase five whole banks. Each of the four purchasing credit unions—Lake Michigan, Vystar, Wings Financial and GreenState (buying two banks at once)—have had prior instances buying a whole bank and/or branch combinations.

These events raise both policy and transaction questions. One explanation by NCUA and trade associations is that whole bank purchases are “just the free market at work.” Nothing out of the ordinary. Two independent firms make decisions in the interests of both sets of owners and their communities.

Not Market-Tracking Decisions

However, this explanation is neither complete nor useful. It is incomplete because only one side of the sale is open to owner scrutiny—the selling bank which must have shareholder approval. The credit unions purchasing the assets and liabilities act like private buyers. They rarely release any factual or financial data except press release generalities such as market expansion, diversification, acquiring new lines of business or adding professional expertise.

When facts about the transaction—such as the sale price– are presented, they are from the seller’s briefing their owners not by the purchasing credit union.

In a “normal” market-driven bank purchase (or merger via exchange of stock) both parties will provide their rationale for the transaction. Here are several excerpts from 2021 sale announcements provided by the bank undertaking the purchase, not the selling party:

BancorpSouth said it expects to have $125 million in merger-related costs. The bank said it plans to save $78 million in annual non-interest expenses as a result of the merger. The bank plans to achieve 75% of its merger-related cost savings by 2022, and 100% in 2023. or,

Webster plans to cut about 11% of the combined entity’s annual noninterest expenses, American Banker reported Monday. The company expects to incur $245 million in merger-related expenses, but the deal is projected to save $120 million while the company generates an extra $440 million per year. or,

NYCB and Flagstar: Accelerating Our Transformation Strategy: NYCB estimates the merger will result in additional capital generation of $500 million annually, as well as $125 million in annual cost savings. The bank expects to incur $220 million in merger-related expenses. (the release includes full operational and financial estimates)

Each of these purchasing banks provides data about the transaction, how it will benefit shareholders, goals for cost recovery and the expected return on investment in following years.

Credit union purchases convert firms subject to market monitoring into private entities. No longer can external markets assess management’s performance. Coop member-owners are not involved in the process before or after.

Investing Beyond a Firm’s Experience

In many areas of commercial enterprise there are wealthy individuals or firms who jump into an industry by “investing” in competitive arenas different from where they made their wealth. Consider Silicon Valley entrepreneurs buying professional sports teams, wealthy heirs venturing into the film and entertainment business, young work-from-home retail investors jumping into $0 cost online stock trading, etc.

Long time professionals sometimes refer to these new entrants’ cash inflows as “dumb money”–affluent outsiders bitten by a bug to try something different or indulge a personal interest. And there are plenty of brokers, salespersons and expert third parties helping these newbies learn the ropes and get into the business—for a fee.

These promoters make their living by closing deals. Their most common message is urgency–“act now or miss out” — if you don’t, someone else will take this opportunity off the table.

But how is an interested credit union member supposed to weigh such an event? One approach is to ask if the member would buy the bank’s stock for their personal investment based on the information available to their credit union?

Would You Buy This Bank’s Stock?

Too difficult for a member? Here is an actual case.

A $605 million credit union announced in July 2019 an agreement to buy all the assets of a bank with the following performance record:

  • June 30, 2019, bank data: $97.8 million in bank 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%. Every period’s operating expenses have exceeded income.
  • Two consent orders were issued by the Office of the Comptroller of the Currency. The December 19, 2012, one was followed by a second on November 2015 designating the bank a “troubled institution”.
  • This order was ended in February 2019 after the bank raised $4.5 million new capital issuing 600,000 new shares for a price of $7.50 per share in January 2018. The cost of the offering for the bank was $366,000 or 8.1% of the gross proceeds.
  • The bank’s 2018 annual report states its core market deposit shares as: 1.69% Arlington Heights, 2.83% Rolling Meadows, and .03% in Cook County.
  • The 2018 annual report included the bank’s outlook: We do not anticipate net income until we experience significant growth in our earnings.At mid-year 2019, just before the credit union announcement, the bank’s operating loss was $262,000.

Would a person buy this bank’s stock that has not had positive earnings for a decade, promises none going forward and has miniscule market share? The new investors in 2018 paid $7.50 per share; the day before the announcement the share price was $6.80-below what the new investors paid.

The credit union offered $10.33-$10.70 per share or $2.4 million higher than the book value and 55% higher than the market valuation prior to the sale.

The credit union addressed none of this operating history, even though the facts were public. The credit union offered no information about how this decade long losing operation would benefit it or the members. The purchase was finalized by Corporate America Family Credit union and announced on April 30, 2020.

Why did the credit union bail out this bank’s owners with their members’ collective capital? How will this $13-$14 million dollar “investment” provide any return for the credit union? No one knows; the outcome is now hidden away from external or internal oversight. On the public facts, this would not appear to be a “smart money” move.

Tomorrow I will provide critical questions to evaluate these purchase transactions.