How to Steal a Cooperative and Get Paid $60 million for Doing So

Preface:

This is a long blog, so I will summarize the main points for readers.

  1. Four senior employees and one newcomer of 121 Financial Credit Union will receive a minimum of $9,416,600  in future guaranteed salaries and benefits for merging their credit union with VyStar.  The required disclosures were less than a tenth of this number.
  2. VyStar is a credit union in a financial stall. Peak shares occurred in the first quarter of 2022 at $11.2 billion; at yearend 2023 they were $10.1 billion.  At that point, VyStar reports total borrowings over $2.6 billion including $200 million (corrected from earlier  billon) in subordinated debt to boost its capital ratio.  It bought a $280 million Florida bank in 2019 creating $28 million in goodwill, which suggests a price of approximately twice book value.  It announced its intent to purchase HSBI in 2021 for approximately 1.8 times book.  The transaction was cancelled in mid 2022 for failure to “receive timely regulatory approval.”
  3. In this merger, Vystar eliminates its very effective local competitor that has managed to secure 38% of its members who also have VyStar accounts.  And it gets paid $65 million in new capital versus giving cash to the credit union owners, as would be the case for bank owners, at multiple of their book value.  At year end 2023, VyStar’s ROA was .18% and its ROE 2.6%-both in need of this instant boost from this free gift of $700 million in assets.
  4. Other than the five employees listed, the remaining 130 are guaranteed nothing as they become a very small part of an organization which has 2,260 employees and whose locations will overlap some of 121’s existing branches.
  5. The members no longer have a choice of credit unions. This matters. In 2023, 21% of VyStar’s funding was from borrowings and $10 billion (79%) in member shares.  However when expensing the funding, the credit union paid 53% of its costs to the lenders and only 47% to the members whose savings are provided 80% of funding    VyStar is in thrall to external funding.

In contrast, 121 Financial has borrowings equal to 14% of its funding liabilities.  However, it paid 60% of its funding costs to members and 40% to lenders.  Members no longer get to choose the better deal which is why these combinations are accurately described as anti-competitive.

  1. NCUA is mentioned twice in the merger document. First as a place to post comments “to share with other members”– a digital and street address is given.  And again when “NCUA regulations require merging credit unions to disclose certain material changes in total compensation or benefits” the implication is that the regulator has reviewed the disclosures and announcement and that everything is being done according to Hoyle.

That is not the public rhetoric of Chairman Harper, who sees himself as an exemplar of consumer protection. Just last month in a credit union conference in Hawaii he talked forcefully about the need for credit unions to reexamine their overdraft fees (over which the agency has no authority) and reduce them when they unfairly charge members for the service.

The new board member Otsuka is a lawyer and has worked at the FDIC.  She should understand what the “slow walking” by regulators of an application, for example to buy a bank, means.  Also the fiduciary standards of directors for the “duty of care” and “duty of loyalty.”

An Election with No Vote Tally

Both may hide behind NCUA’s standard position, “well, the members voted for it.” However when members who opposed the merger asked to watch the votes as they were counted, the answer was no.  When they requested the final tally, the answer from staff was the vote would not be released and the ballots had been destroyed.

Once again democracy, in this case, credit union cooperative democracy goes to Florida to die.  Abetted by those appointees who champion the rights of consumers.

Why I am Writing about This

After the vote was announced I received two calls in early February from 121 members who were very, very angry.  They had put up spirited opposition including a website Stop the Merge and spent their own money on advertising.  They claimed to have been threatened in their employment if they continue to speak out after the vote.  All of their results from a mock online poll showed members opposed.

They had spoken to NCUA before the vote and had calls returned, but not any longer.   Their anger was palpable; they trusted no one; they did not have the ability to make their own case rationally.

They saw this event as a breach of trust by the credit union officials and the governmental oversight system that was supposed to protect them.  Neither caller had first hand knowledge of the credit union system or its press.  All they wanted from me was a lawyer’s name because they said a local firm wanted $25,000 to investigate and perhaps take up their case.

Was I a lawyer? No, a blogger.  “Oh, so you just want to make money off our story.”  I had to shout back to get them to start a dialogue, but said I would look into it.  The result was my blog Are Credit Union Members “American Idiots’?

These two members believe, and I think rightly so, the democratic system that they tried and supported has let them down.  They  played by the rules.  No one will listen to their cause, and it is hard, because they are very exasperated; perhaps a little paranoid.  They certainly feel alienated from the powers that be. And they are right to feel this way.

Information about the two credit unions continues to come in, but here is what we know so far.

The Rest of the Story

What follows is details to support the summaries above.

Who would not be attracted to a credit union whose mission statement is:

Growing together, prospering together.  

To empower our team to deliver innovative solutions through one-to-one service by focusing on he unique value of every member.  

To ensue organizational stability and financial wellness in our community since 1935.

Their home page video promises members they will be “a credit union for life.”

https://121fcu.org/about-121/

But its 89 year-long role as “Jacksonville’s hometown credit union, dedicated to delivering highly personalized financial services that benefit our members and community” is about to end on March 1 when the merger would be consummated.

In April 2023 the executive team of  121 Financial Credit Union first announced the credit union  would merge with VyStar Credit Union, also headquartered in Jacksonville.

Rarely do members join a credit union based on size, which is the prime difference between these two organizations.  Members choose based on convenience, price and service.  When they see and experience a local institution that expresses their hopes, as in the mission statements above, they become believers.  In this case for 89 years.

Many 121 members who were especially loyal strongly opposed the plan to end the charter. They took action and talked to NCUA about the process.  A number put up a website, Stop the Merger, complete with local advertising and publicity urging members to turn down the plan finally disclosed in the formal Member Notice Mailed dated November 30, 2023.

Why Did Management Choose to Give Up their Charter?

The Notice has not a single example of a better rate (savings or loan), fee or product that would benefit 121 Financial members.  There is lots of rhetoric about a bigger organization with a list of VyStar branches.

121 Financial is capable of offering the same system benefits VyStar promises.  In examples of community support, the much smaller credit union features its alliance with  the local  Jumbo Shrimp, a Triple-A minor league affiliate of the Miami Marlins.

Why This Merger is Occurring

I believe that when the full amounts of payments guaranteed to the five senior leaders in the form of salaries, bonuses, severance, and retirement are added together, the answer is simple: personal greed.  These five give up all their current credit union leadership positions, which they had held for less than five years, in return for “special project” roles. The remaining employees are guaranteed nothing.

The members lose everything they spent 89 years building.

$9.5 Million in Guaranteed Payments

But wait—doesn’t NCUA require that “certain material changes in total compensation and benefits of 15% or more of the five most highly compensated employees have received or will receive in connection” to be disclosed?  That is the literal requirement but obscures the full payoffs management has negotiated for itself when leaving their positions of responsibility.

David Marovich, CEO,  appointed full time CEO in March of  2020.  In a press interview (below) said he began merger discussions with the board in the fall of 2021.   The disclosures list a five year contract with a $16,000 salary increase, 2 first year bonuses totaling $245,00 and a supplemental retirement plan (SERP) for five more years at 40% of his final year’s salary.

Using the credit union’s IRS 990 filing for 2022 for these senior salaries, the minimum total payments  for this work and SERP is a minimum of $3,209, 600.

Paul Blackstone, COO since January 2020.  Receives a five-year contract with a $95,000 salary increase and two first year retention bonuses totaling $252,500, and a SERP that pays 35% of his final year’s salary for five years.   The minimum of these payments is $3,867,908.

Cyndi Koan, CFO since December 2019.  Receives a three-year contract with two first year retention bonuses totaling $70,000.  Total minimum payments $1,168,102.

Cathy Hufstetler,  Senior VP Lending since September 2019.  Will continue through conversion then retire and receive a one year severance of $273,000 and two first year bonuses totaling  $56,000.  Total minimum payments $602,000. She began at 121 Financial (Telco) in June 1991 and is the longest serving of the five employees listed.

Nichole Le Blanc, Executive Assistant to the C suite.  No start date given but  her previous experience listed in the Notice, leads one to believe it  to be very recent.  Receives a five-year contract with a $5,000 salary increase and two first year retention bonuses totaling $18,000.  Estimated minimum payments $569,000.

The total (salary data is from 2022) of these five guaranteed positions is a minimum $9,416,600.

In addition It should be noted that in 2022 the credit union began a SERP plan for the four senior positions that will fully vest all earned benefits upon merging.   In addition they will also receive all other retirement benefits that all employees of 121 Financial will vest  upon the charter closing. This is why Hufstetler, above,  has no retirement benefits from the merger. because of her 121 benefits package.

The Remaining 121’s Staff

The 121 website lists 17 employees (out of 140) in leadership positions.  Only the five most highly compensated are required to be disclosed according to NCUA’s rules.  So the others may have received a temporary incentive other than vesting 121 benefits.  It is not clear why Le Blanc, the apparent newcomer, was included in the guaranteed benefits given her relatively brief time at the credit union.

The average salary and benefit for VyStar and 121 Financial employees is the same for both credit unions at $97,000.   According to the notice VyStar committed to retain all 121 employees but for how long and under what work responsibilities will be determined.   For all seven 121 Financial locations, the only promise is that all “will remain open for a period of time” which does not sound very permanent.

Given the logic of acquisitions and the need for VyStar to turnaround its deteriorating performance, often the quickest savings is from employee attrition. The 121 employees may have other job opportunities, but they will lose their earned and established professional agency in joining an organization of 2,260 employees.

Will Members Get A better Deal?

A review the financing and business strategy of the two credit unions shows one is hellbent on geographic expansion in FL and GA with more branches-or acquisitions.  The other is Jacksonville’s home grown institution.

One relies on outside lending, the other on member funding. With 38% of 121’s members also with VyStar, they have elected to have a choice.  Now that is ended.

Moreover there is a question as to how this data was obtained.  Consumer privacy regulations would normally prohibit either credit union from accessing this information from public sources  no matter which credit union ran this comparison.

What Kind of Credit Union is VyStar?

VyStar’s business model is the antithesis of 121 Financial.  It is the country’s 13th largest with $13.6 billion in assets or twenty times the size of 121.   Both credit unions report very similar financial performance ratios at yearend 2023 with 121’s net worth and ROA running slightly above the larger credit union.

With 926,588 members and 91 branches compared to 49,000 and 7, VyStar’s strategic priority is growth.  Bank acquisitions and credit union mergers are one aspect of this effort.

In August 2019 the credit union announced:

VyStar received approval from the Florida Office of Financial Regulation (FLOFR) to significantly expand its field of membership by 27 counties – more than doubling the original 22 counties – to include all 49 counties of Central to North Florida. . .. In addition, VyStar received approval from the Georgia Department of Banking and Finance and the FLOFR to expand into four Southeast Georgia counties: Camden, Charlton, Glynn and Ware.

That same month VyStar announced the purchase and assumption of the $280 million Citizens State Bank in Perry, Florida.   Terms were not announced.  However, the credit union carries a $28 million goodwill intangible asset which occurs when an asset is acquired in excess of its book value.

In March 2021 VyStar agreed to purchase the $1.6 billion Heritage Southeast Bank (HSBI)in Jonesboro, GA, for an estimated $196 million or 1.8 times tangible book capital.  This effort was cancelled a year later due to the inability to receive timely regulatory approval.

In 2022 the credit union announced the addition of 15 more counties in FL and GA to its FOM.  In January 2023 it announced the merger with First Coast FCU, an $11.3 million firm.

Why This is a Great Deal for VyStar:  The Art of the Steal

In April 2023 when VyStar and 121 Financial announced their merger intention, the American Banker used the headline VyStar Credit Union to Merge with Local Competitor.

In addition to eliminating this local “home grown” competition, VyStar needed this $700 million to keep its growth ambitions going.  For the three years ending 2023 VyStar has had zero share growth, marked by a decline of 5% in 2023.  It has to do something so it turns to another acquisition to juice its growth.

In this way VyStar can instantly add $163 million in investments, $485 million in loans, $24 million in fixed assets (7 locations) and 50,000 member accounts.  And the best part is it will get paid $63 million in member capital for taking this long time operating entity off the hands of its existing leadership.

If this had been a bank purchase, the amount that would have to be paid to the owners would have been at least 1.5 times book or over $90 million in cash payments.  Why would a credit union ever buy a bank when you can steal a credit union?  Just arrange a couple of new senior positions for the senior team.  Can you imagine a bank’s owners giving their shares away free to another bank?

VyStar receives a free capital infusion and a $700 million operating entity.  The credit union’s owners whose loyalty and financial relationships built this very successful organization, receive nothing.  What’s worse, any member could have joined VyStar at any time they thought it was a better deal.  Instead the evidence suggests VyStar members go to 121 Financial because they prefer its local focus.

Should Credit Unions Care?

The easy answer is to keep one’s opinion silent.  This does not involve my members.  But this and similar precedents will end up destroying the reputation of thousands of credit union leaders who try to do the right thing, in the right way.  Because something is legal, does not mean it is right.

Note from two CEO’s joint press interview.

From an April 20,2023 article in the Jacksonville Daily Record by reporter  David Crumpler:  (Wolfburg is VyStar’s CEO)

Wolfburg said the merger “developed organically.”

He said the credit unions have long had a good relationship that existed when he joined VyStar in 2018 and was “started by our predecessors.”

Marovich said he and 121 Financial board members “have been working on this for about 18 months.

“I think our board felt that this was a good time (to think about a merger) and tried to determine who would be the best partners for this.”

The release said all 121 Financial members and its 140 employees will be invited to join VyStar.

“We do not want to disrupt the employees,” Wolfburg said.

“Those are employees who built that institution and who make the brand what is it, and have relationships with businesses and clients.”

There are no plans to make any decisions about keeping or closing branches over the coming year, Marovich said.

“VyStar has a good presence of branch locations, and expanded access was one of the things we’ve talked about,” he said.

The NCUA’s  Double Failure of Fiduciary Responsibility

In last Thursday’s Board meeting the NCUA  members twice failed in their fiduciary role as directors.

The first shortcoming is specific.  It was their collective unexamined and unquestioned acceptance of  the continuation of the current NOL for 2024 and the failure to vote on the upper limit one way or the other.

The NOL sets the fund’s cap for retained earnings each year.   Any net income above that amount must be distributed back to credit unions as a dividend.

This was a fundamental part of credit unions agreeing to an open-ended 1% funding of insured shares to provide a stable NCUSIF revenue base.  So essential was this understanding that it was put into the revised 1984 Title II statute at 1.3%-only to be modified by CUMAA in 1997.

This design is the cooperative alternative  to the failed premium models the other federally managed funds used—and still use today.  This yearend 1.3%  had been the traditional limit until 2017 when the board raised it to accommodate the merger of the TCCUSF’s surplus.

When credit union performance and fund net income do well, then credit unions share in the success.  When there are unexpected crises, then credit unions can be assessed a premium.

As reported, 2023 was one of the best years in the fund’s history.   Actual credit union losses were just over $1.0 million in a year the FDIC had spent over $761 billion in “receiverships costs” through just the first nine months.   The NCUSIF’s yearend NOL was 1.3%, or 3 basis points higher than staff had projected only three months earlier-a significant miss.

(note:  for credit unions’ concerns about this change, see NCUA’s summary of comments on the 2017 change at the end of this post)

Staff’s Failure to Document a Higher NOL

Every year since 2017 the staff has provided the board their internal modeling assessment following a policy laid out at that time.   But not this year.   At a time when all of the objective data shows the fund more than well capitalized for any contingency, the board did not even raise a question about the missing documentation and why the actual 2023 yearend outcome should not be more than sufficient going forward.

Staff’s dereliction was pushed aside by CFO Shied saying that there was a need for more analysis.  However when one revisits the model’s disclosed  inputs for the previous two prior years’ NOL (2022 and 2023), those numbers do not support the presentation that the NCUSIF floor of 1.2% would have been reached in an adverse scenario,  These models, fully run, provide no support for a 1.33% NOL cap in those years.  And certainly not in  2024.

If their models had showed otherwise, staff would have presented it along with the assumptions used. Here for comparison is the official Board position on risk modeling in December 2021 when setting the NOL:

The unprecedented share growth related to the pandemic resulted in an equity ratio of 1.26 percent as of December 31, 2020, and an equity ratio of 1.23 percent as of June 30, 2021.

The Board does not agree with arbitrarily setting the NOL. The NOL represents the level of equity the Share Insurance Fund should have to meet the policy objectives based on a robust modeling of risk. 

A $525 Million “Premium Tax” On Insured Credit Unions for 2024

The failure to lower the NOL to its long time, proven upper limit set by all previous boards until 2017 will likely cost the credit unions a dividend in 2024.   Each 1 basis point above 1.3% in 2024 will equal at least $175 million.  By not lowering the cap, the NCUSIF will hold onto $525 million or more that should have been paid to credit unions.

The most disappointing response was by Vice Chairman Hauptman.   He had been a board member for each of the three prior NOL settings in December 2020, 2021 and 2022.  He had no problem approving the staff’s recommendation even when a fellow board member in 2022 suggested a lower limit of 1.3% was adequate.  This year he feigned ignorance  of his prior votes, saying he didn’t know what the right number should be  !.34 or 1.35 or 1.36!

Hauptman compounded his recently acquired amnesia with a total misunderstanding of the fund’s financial model.   The model does not require a specific level.  Under GAAP, a loss allowance for both specific and general insurance losses has already been expensed from retained earnings-a level that auditors review.  But in addition there is a ten basis point range of .2 to .3 of equity plus the current year’s earnings to cover any additional losses. That 10 basis point now totals $1.75 billion of capital. The NOL is only the upper  CAP on this wide range of equity.

Chairman Harper and newcomer Otsuka each  voiced similar themes.

Since joining the NCUA board Harper has made no secret of his intent to remove all current statutory limits on NCUA’s oversight.  He has repeatedly cited the FDIC’s options as ones he would like to have for the NCUSIF.  This year as the FDIC again struggles, he did not repeat his admiration for the FDIC’s premium model.

Harper’s basic regulatory philosophy can be summed in one word, MORE–more resources, more rules, more personnel and more of whatever anybody else does or has, and NCUA does not.

His longstanding dour forecasts suggests  a lusting for real industry problems to be able to justify NCUA’s existence-and his role.  This behavior began even before he became chairman.  Here are some early comments of his outlook for the credit union’s system:

At June 2019 board meeting:   With the recent inversion of the yield curve, we know that a recession is coming, we just don’t know exactly when and how severe.

December 2019 OpEd in CuToday:

We know that a recession is coming. . . That’s why we should fix the roof before it rains by implementing this rule (RBC) at the start of 2020. 

February 2021 speech to the DCUC after becoming chair:

As the COVID-19 pandemic rages on, we must smartly, pragmatically, and expeditiously address the economic fallout within the credit union system. To that end, when I first became Chairman, I issued my Commander’s Call to the agency.”

August 2021 DCUC speech:

But, I must caution everyone that we are not out of the woods just yet. Credit union performance will continue to be shaped by the fallout from the pandemic and its financial and economic disruptions.

With pandemic-relief efforts like supplemental unemployment benefits, foreclosure prevention programs, and eviction moratoriums coming to an end, many households could face financial stress in the coming weeks and months. This could lead to higher delinquency and charge-off rates and potential losses for credit unions — and even failures.

September 2021 Board meeting:  But, nevertheless, we ultimately should expect delinquencies and charge-offs to rise in the months ahead, and all credit unions should pay careful attention to their capital, asset quality, earnings, and liquidity. To protect the Share Insurance Fund — and, ultimately, taxpayers — against losses, the NCUA needs to stay on top of these emerging risks and problems in the credit union system.

Harper’s modus operandi (MO)when presenting the state of the credit union’s system is to focus on risk, uncertainty and fear.

And he was true to form this in this meeting. After acknowledging all of the  Fund and credit union strengths, his traditional downbeat forecast about how things can only get worse from here followed:

“While we should recognize those positive things, today’s presentation also illustrates why we cannot become complacent in the supervision of federally insured credit unions, In recent quarters, the NCUA has seen growing signs of financial strain on credit union balance sheets and consumer financial stress. And, we continue to see that financial stress manifest itself in the number of credit unions and the percentage of assets held by composite CAMELS code 3, 4, and 5 credit unions.”  Etc

Board member Otsuka took her cues from the chairman, apparently oblivious to the lack of any staff documentation for the NOL and the 40-year history of the fund’s  1.3% cap proving more than sufficient in all economic environments and CAMELS distributions.  She said:

“The percentage of shares held by CAMELS 3 credit unions has more than tripled in the last two years and more than doubled this last year. . . . I understand we had few credit union failures this year and that the necessary reserves decreased in part due to greater economic stability forecasted in the macroeconomy, but this is a concerning trend that I will be focused on as the year progresses.

This may be one of the moments where it is good to be prepared and think about the “what ifs.” While there are several positive factors to be encouraged about, there are some worrying signs as well. “

In these comments, the members fail to note that it is the Agency’s supervision and examination activity that is the primary means of for managing individual credit union risk taking-not the NCUSIF.  The Fund comes into play only when this most critical activity fails in its oversight role.

Board Members Fail the NCUSIF’s IRR Oversight

CFO Schied repeatedly cited liquidity and interest rate risk (IRR) as the dominate factors in CAMELS downgrades.

But none of the board members noted that the NCUSIF portfolio has been underwater since December 2021-which means its own interest rate risk management has been at best poor, at worst nonexistent.

Two directors commented, without even a note of irony, that going back into a ladder strategy that resulted in the Fund’s illiquidity and years long below market performance, was the right thing to do.

Interest rate risk management is the number one responsibility of the fund.   It determines both NCUSIF liquidity and adequate levels of income.

No one mentioned the one year shortening of the Fund’s weighted average duration which is the vital component of IRR.  And a major factor in the gain in interest revenue in 2023.

This silence continued as staff announced its next investment will put the fund back on the same ladder pattern that has resulted in 2 ½ years of underperformance  in this current rate cycle.

The Second Failure: Board Governance

In 1977 one of CUNA’s primary legislative initiatives was to replace the Bureau of Credit Unions single administrator ovesight with an independent agency and a three person board.   There was concern that a single administrator, even with an industry advisory board, might not be responsive to the growing industry’s needs.  In other words an unchecked supervisor.

The public governance process in a Board meeting is a critical demonstration of the effectiveness of the individual member’s and their collective capability.   Reading from prepared scripts with questions already written out, is neither transparent nor a model for board conduct.

Why can’t members just have a normal conversation with the staff most responsible for the areas under review versus a designated spokesperson reading responses for which he has no direct accountability (eg. CAMELS scores)?

How Democratic Design Falters

This President’s day weekend we honor the political example of two American leaders for very different reasons.

From essayist  Gleaves Whitney:  George Washington earned the respect even of his former enemy, King George III, by doing something exceedingly rare in history: When he had the chance to increase personal power, he decreased it — not once, not twice, but repeatedly.

During the American Revolution, Washington put service before self. His personal example was his greatest gift to the nation. It has often been said that the “Father of our country” was less eloquent than Jefferson; less educated than Madison; less experienced than Franklin; less talented than Hamilton. Yet all these leaders looked to Washington to lead them because they trusted him with power. He didn’t need power.

In all of the history of the NCUA board, I know of but one, who voluntarily left their position before their term ended.   Power, prestige and position are addictive.  What’s missing is performance.

From Abraham Lincoln in January 1838 to the Lyceum club in Springfield, Ill on “The Perpetuation of Our Political Institutions”  as summarized by Heather Cox Richardson:   “The destruction of the United States, he warned, could come only from within. “If destruction be our lot,” he said, “we must ourselves be its author and finisher. As a nation of freemen, we must live through all time, or die by suicide.” . . .

“He warned that the very success of the American republic threatened its continuation. “[M]en of ambition and talents” could no longer make their name by building the nation—that glory had already been won. Their ambition could not be served simply by preserving what those before them had created, so they would achieve distinction through destruction.”

Contrary to the statements of the  three board members, their primary fiduciary duty is not to the NCUSIF.  It is to the member-owners of credit unions.  The Fund is only one of many tools and roles the NCUA has for creating “a system of cooperative credit” for the United States.

The Fund was not even formed until almost 40 years after the Federal credit Union act was passed. It was put on a sound financial basis 50 years after the Act.  And it is arguably the least important resource as more than 90+% of all credit unions are safe and sound, not due to insurance, but from supervisory examinations.

The  Board’s failure to formally review the NOL was by design.  It violated a fundamental agency commitment when the legislation creating the new structure was implemented.  Informed governance  oversight is missing. Paraphrasing Lincoln, The greatest threat to the NCUSIF is not from external threats to credit union solvency but from internal NCUA mismanagement by intent or simple inexperience. 

And that is how freedom is lost, one small step at a time.  This time it is NOL review.  And next?

Harper has made no secret of his intent to reshape the NCUSIF in with the FDIC’s premium options.  Hauptman can no longer claim ignorance of previous precedent and practice.  Otsuka must decide if she wants to  be merely an echo for the Chair or really dig in and learn about the history and uniqueness of cooperative design.  Then truly express her own independent judgment.

The NCUA board was set up with democratic intent, to be a check and balance on agency or individual interest overriding that of credit union members.   The design does not guarantee this will happen.  Rather it is the conduct of those in their chosen positions of authority that will ensure this structure truly protects members best interests.  That is the governance model every credit union is expected to follow.

Additional References

Credit Unions Comment on NCUA’s Raising the NOL in 2017 from NCUA staff summary:

Federal Register Notice October 4th, 2017

Around 55 percent of all commenters expressly opposed any increase to the normal operating level. However, around 90 additional commenters urged a ‘‘full rebate’’ of Stabilization Fund equity, implying they also opposed any increase to the normal operating level that would decrease a distribution in 2018 or beyond. Many of these commenters contended no increase could be justified because a normal operating level of 1.30 percent had been sufficient to withstand the financial crisis. A large number of these commenters (as well as some that supported an increase) were concerned the Board would never again decrease the normal operating level if it increased it in 2017. Many commenters that opposed any increase to the normal operating level urged that, if the Board did increase it, the increase should sunset after one year and the Board should then substantiate any extension of a normal operating level above 1.30 percent. Some of these commenters suggested increasing the normal operating level would erode the NCUA’s motivations to control its operating expenses and that the NCUA’s operating budget and the overhead transfer rate had consumed most Insurance Fund investment returns in recent years. A common thread in the comments was that failure to return all Stabilization Fund equity would be contrary to prior assurances and promises from the Agency.

Some commenters contended an increase to the normal operating level would be akin to credit unions over reserving for loan losses, a practice NCUA examiners generally advise against. They noted the strength of the credit union industry, the recent strengthening of the NCUA’s regulations related to capital, and more stringent supervisory tests as additional firewalls that reduced the need for an increase to the normal operating level. These commenters often pointed to loss estimates related to the Legacy Assets as a basis to doubt the NCUA’s projections of the Insurance Fund’s performance.

Staff response for those citing the Corporate Crisis as a reason for increasing today’s NOL:

Other than the $1 billion capital note issued to U.S. Central Federal Credit Union, no material expenses related to the conserved and liquidated corporate credit unions were paid from the Insurance Fund. Immediately after Congress established the Stabilization Fund, the Board transferred the $1 billion capital note receivable to the Stabilization Fund, at which time the Insurance Fund received full payment on the capital note from the Stabilization Fund.

 

 

 

 

 

Three Notes on Matters of the Moment

A Member-Centric Approach to Overdraft fees: The Unicorn Theory

Fees are now front and center as a political and hence regulatory topic, not just a business decision.  Chairman Harper has said he intends to shed some light on the practice in credit unions by collecting data.

AT SECU (NC) the credit union developed an approach to this money management issue that was designed to help the member, not create a borrowing dependency.

Here is Jim Blaine’s description of the program which I assume is still in place.  If  you read his following day’s blog, he describes SECU’s $5.0  billion draw of the Federal Reserve’s Bank Term Lending Program (BTLP).   The analysis  includes the other top five credit unions by assets and their use/nonuse of this option.

The NCUA Board’s NCUSIF Discussion

Yesterday’s board meeting had one primary topic, the state of the NCUSIF and the related responsibility of setting the NOL.

Unfortunately the live stream broadcast cut out during Harper’s initial comments and then permanently as board member Otsuka began her comments.

The NCUSIF had its best year in a very long time.  Record net income,  no insurance losses, rising income and an NOL at 1.3%.   All that was missing was a dividend for the owners.

There were two disappointing aspects.  CFO Schied said the increase of credit unions in CAMELS 3 category was due to “liquidity, interest rate risk and risk management.”  He  then announced that the latest portfolio maturity of $700 million would be invested in two tranches-50% in overnights and the rest in the traditional ladder out to 7 or 10 years.

Since December 2021 the NCSIF’s portfolio has been underwater. The earnings of the NCUSIF have suffered greatly from this robotic IRR approach to portfolio management.

But no one apparently has learned anything from this ongoing underperformance, now in its third year.  The board members just nodded in tandem as this decision would produce a “good source of future  income.”  The board’s inability to even address their IRR  oversight was a failing to take proper care at best; or at worst irresponsible.

The second shortcoming was the failure to review and reset the fund’s Normal Operating Level(NOL).  This has been the standard bpard process every December.  The board would review staff’s five-year model with  its various scenarios and then approve a cap for the next year.

Not this year.  Schied who presented the modeling in year’s past, made an excuse about staff needed to do “more analysis.”  Harper who controls the agenda, obviously did not want the NOL to be reviewed as all the data would show the traditional 1.3% cap was more than sufficient.  If reset this historical limit would likely provide a dividend for credit unions in 2024 given the much higher earrings from the  fund.

Hauptman in the December 2022 board meeting in responding to Hood’s suggestion that the level should be 1.3% said it wouldn’t make any difference. He implied the fund could not possibly reach or exceed that level, so it didn’t matter whether it was 1.3 or 1.33.

This year his approach was even more cavalier.  He failed to note for the record that the staff had did not present their standard analysis of the NOL, the first time since 2017.  Then in a series of flippant remarks said in effect “I don’t know what the right number should be.  Is it 1.34? of 1.35 or 1.36?”

Since 1984 NCUA board members have had no difficulty setting a limit, a decision well understood and documented for forty years. This cap limit really matters to credit unions now.  Each basis point above 1.3% equals $175 million that could potentially be paid in dividend to credit unions.

Hauptman did not call out the chair’s failure to put the item on the agenda and just let the current cap slide through.   His dismissal of the staff process which he supported in prior years suggests either a lack of conviction or courage, or both.

In the end it probably doesn’t matter that the livestream went out.  There wasn’t any real engagement on matters of substance before the lights went out.

Callahan’s Trend  Watch Update for 2023

Yesterday’s 2023 yearend industry analysis by Callahans was a very useful summary of the sound state of the industry.  There were the standard summary slides showing macro trends.  These reflected a  slower growing system.

The presentation included a new effort to show  how larger credit union’s dominance of averages can be better understood by including the mean outcome for every ratio.

Finally there were several slides with a 20-year time horizon that demonstrated the inherit cyclicality of performance such as delinquency or share growth.

The full set of slides and the recording can be downloaded here.    https://go.callahan.com/rs/866-SES086/images/2023_Trendwatch_SlideDeck.pdf?version=0

The recording: https://creditunions.com/webinars/trendwatch-4q23/

 

 

 

 

What Matters in Today’s NCUA Board Meeting

The centerpiece of today’s NCUA’s board agenda is a review of the NCUSIF’s 2023 performance.  Three areas are most important:

  1. Loss management and the reserving allowance estimate.
  2. Investment performance oversight.
  3. Trends in operating expenses.

The  2023 insured share growth was published in the audit preamble, so the NOL cap for yearend 2024 is the outstanding board determination.

This annual NOL review was a commitment by Chairman McWatters when the two-person board first raised the historic 1.3% cap in the NCUSIF in 2017. This change was to retain the inflow of funds from the merger of the TCCUSF. Credit unions uniformly questioned this process and urged a return to the 1.3% as soon as possible.  It has been seven years.

The Insured Losses Rate and Allowance Level

The 2023 net cash losses in the NCUSIF were minuscule, just $1.0 million.  In comparison the banking system has paid the FDIC $761 billion in premiums  for “receivership costs” through September 2023.  

CFO Schied stated in his board update last fall: Since the last taxi failure on October 2018, actual SIF losses are a total of $53.8 million or .0031% (.31 bps) of insured shares as of June 30, 2023.  

With the full 2023 results now in, this annual loss rate is less than .10 basis point per year.  A remarkable record during five years of economic ups and downs. 

The NCUSIF’s yearend $209 allowance account is 1.2 basis points of insured savings or 12 times this  annual loss rate.  Or five times the total for all dollar losses in the past five years.  

CFO Schied told the board that this reserve amount is determined  using a macroeconomic  model.  Will the numbers, assumptions and calculations in this model be available so users of the statements know how it works and its factual validity?

NCUSIF’s  Investment Portfolio Management

The $22.4 billion (book value) in total NCUSIF investments is the only revenue source for the fund, unless the Board chooses to assess a premium.  This has occurred only four times in the past forty years.

Since December 2021 the portfolio’s market value has been less than book.

This means the portfolio is not earning current market rates.  At yearend 2023 the NCUSIF’s term portfolio had a yield of just 1.4%;  the $5.2 billion in overnight funds earned 5.4%.  The combined yield for all 2023 was just over 2.0%.

During 2023 the buildup of portfolio cash  reduced the Fund’s weighted average yield by a full year, from 3.33 years to 2.30 years. This change reduces interest rate risk.    This number is the approximate time it would take the portfolio’s reinvestments from maturing securities to reprice  if rates normalized at their current level.

In last fall’s presentations to the NCUA board, the CFO indicated that the Fund’s investment policy had not changed.  And that having achieved the initial cash target ($4.0 billion), the committee would begin considering extending out the curve—even though the interest rate curve continues to be inverted.

Interest rate risk is the primary  threat to be managed consistent with optimizing earnings.  This is what I believe an NCUA examiner would write about the current Board oversight.  The wording is borrowed from a CAMELS code 3 exam of a multibillion dollar credit union:

Risk:  Strategic    Degree of Risk:  High

CAMELS Effect:  Management, ALM, Earnings, Capital

Reason for rating:  A capital planning discipline is not in place to manage the interest rate risk (IRR) that is commensurate with the size and complexity of (credit union). . . and the exposure presented to the NCUSIF.

The Credit union’s ALM (investment) policy establishes guidelines related to capital, net income, and net economic value of equity, but does not contain specific, established interest rate risk limits. 

Examination Requirements:  Matters requiring Board attention.

The board should further develop, document, and implement a policy to measure and monitor interest rate risk. The revised policy and plan should include the following actions at a minimum:

  1. Establish and implement maximum policy limits for the interest rate risk metrices used in the ALM/investment analysis.
  2. Evaluate and provide interest rate compliance and trending reports/charts based on the existing balance sheet under current rate forecasts monthly.
  3. Update projected yearend capital ratios on a monthly basis.

I could not have suggested a better approach for the Board’s attention.

Operating Expenses

Since 2008, 93% of the operating expenses of the fund are from NCUA’s overhead allocation of its expenses via the Overhead Transfer rate.   The OTR ranged from a low of 52% (2008) to 73.1% (2016).  For 2023, NCUSIF’s operating expenses increased 12.6% using an OTR of 62.4%.

From 1979 through 1984, the percent of NCUA’s expenses paid by the NCUSIF, were never higher than 26% (pg 39 NCUSIF 84 Annual Report).  Until 2001, the transfer rate had been fixed at 50%.

The current expense level equals approximately 1.3 basis points of insured shares.  In terms of yield on the entire portfolio, this requires the fund to earn 1%.  Operating expenses are a fixed cost, right off the top of revenue. If not controlled they take resources away from the Fund’s primary insurance resources.

Calculating the Normal Operating Level

With the audit numbers and the total of insured shares from December call reports in hand, the equity to insured shares ratio can be computed at yearend.  NCUA says the NOL number is 1.3%.

This ratio determines the prospect for a dividend when the fund’s net income raises retained earnings above the NOL upper cap.   This cap is set by board action each December.

The 2022 board meeting kept the 2023 upper limit   at 1.33 even though one member expressed the view that it should revert to the historical 1.3% which had existed until from 1984 through 2017.

When will the board make this determination for 2024?

The meeting starts at 10:00 AM.  For a full review of credit union’s financial performance, Callahan & Associates presents their quarterly Trend Watch analysis at 2:00.

The NCUSIF’s Valentine’s Day Surprise

Late yesterday NCUA released the independent CPA audits of the four credit union funds it manages.

The one that matters most for credit unions is the NCUSIF’s performance.  Plumbing through the opaque federal accounting presentation reveals much good news.

Bear in mind  when reviewing the highlights below that the FDIC is struggling to increase its insurance ratio.  It has assessed increased premiums  to pay for the hundreds of millions of bank failures in 2023.

Some NCUSIF 2023 Highlights

  • Net income increased to $210 million. This is the best operating result ever and almost double the $119 million recorded 2022.
  • Net insured losses (cash payments less recoveries) were just $1.0 million. Nonetheless he allowance account was increased to $209 million, the largest total since the taxi medallion inflated reserve in 2017.
  • Insured share growth was flat ending at $1.7 trillion. The aggregate net worth ratio for all insured credit union increased to 10.95% from 10.78% at yearend 2022.
  • The Fund’s normal operating level (NOL) grew to over 1.30% at yearend. Each basis point equals $170 million.  Adding the allowance account raises total reserves to over 1.31% or a potential $1.9 billion cushion above the NCUSIF’s lower NOL limit of 1.20%.  Since 2008, the total losses for all the NCUSIF’s preceding 15 years equal $1.877 billion.
  • There is opportunity for even greater returns in 2024. The NCUSIF’s yield on its $22.4 billion investment portfolio was just over 2% in 2023.  Overnight rates are projected to remain above 5% for the first half of 2024.   Adding the current overnights of $5.2 billion plus the $1.4 billion maturing in the first five months, gives a cash portfolio of $6.6 billion yielding 5% or higher, until the Fed begins reducing rates.

The One Missing Number

In the December’s 2022 board meeting, NCUA set an NOL upper cap of 1.33% for the NCUSIF.  Board member Hood had urged that the historical .3% upper limit be restored.

This upper cap matters. All income above this limit in a year must be distributed as a dividend to the Fund’s owners, the credit unions.  This is the fundamental promise in return for credit union’s open-ended 1% deposit underwriting.

To date I have seen no upper cap set for 2024.  Hopefully this means the long term, historically validated limit will be in place for this year.

Restoring this 1.3% cap would make this the perfect Valentine for the credit union system’s uniquely successful  cooperative Fund.  Isn’t it time NCUA shared a little love with credit unions?

 

 

Holding the NCUSIF to Its Promised Performance

This week NCUA will report on the 2023 financial audit of the NCUSIF in two days.  This will be the 42th external, independent certified audit of the fund.

The Good News: A Ratio Showing the Fund’s Stability

Multiple financial events have presented numerous stress tests for the NCUSIF since 2008.  These include  2008/9 Great Recession followed by quantitative easing and a period of abnormally low rates. Then came the COVID national economic shutdown. The current inflation has been countered by the Federal Reserve’s rate increases, the most rapid in 40 years.

Through all these scenarios, one trend line demonstrates the Fund’s resilience. The chart below is the ratio of retained earnings to insured shares for this 14-year period.

The blue line shows the Fund’s equity at or above the historical .3% upper cap.  The orange line adds the allowance account balance, which are additional reserves already expensed from equity.

The uniqueness of the fund is more than a steady  earnings base growing in tandem with insured risk.

This cooperative funding model aligns with the values, culture and balance sheet structure of the credit union system.  Every member contributes 1 cent of every $1 share for this collective insurance. In turn it is a resource available to assist any credit union that needs cash or other 208 assistance if facing insurmountable challenges.

The unique NCUSIF design works; however the history may not be known to current board members or to some credit union leaders.   Credit unions need to remind all of this important story and what this stability has meant for their members.

The NCUSIF’s Founding-Getting the Correct Numbers

Outside audits were not the practice from the NCUSIF’s founding in 1971 through 1981.  GAO had performed an audit every two years; the report came six months or more after the audit date. The 1982 NCUSIF Annual Report described this change from GAO to a private independent firm implementing GAAP accounting standards:

“To ensure the Fund’s statements are examined in the most timely manner and to seek an assessment of accounting procedure, the NCUA contracted for the first independent audit ever conducted of the Fund’s balance sheet by an outside accounting firm. 

In the years prior to fiscal 1982, the Fund recorded losses from financially troubled credit unions at the time these credit unions were ultimately merged or liquidated.  Additionally, losses on asset guarantees . . . were recorded at the time that payments were made under guarantee agreements. 

Beginning in 1982 the Fund began the process of conforming its accounting for losses from credit unions to GAAP.   (These) principles require that the fund record losses at an earlier point in time than had previously been the Fund’s practice.   In this respect the Fund recorded estimated losses under the cash assistance program of $14.1 million and of $15.6 million on outstanding asset and merger guarantees. 

In addition, GAAP generally required that the Fund record estimated potential loss accruals for credit unions identified as experiencing financial difficulties but not receiving cash assistance. . . The Fund did not attempt to estimate these additional losses for fiscal 1982 because it was not practicable to accumulate the information needed to make the estimates.

Equally as important as the change in accounting methods were the improvements to the fund’s records.  Ernst & Whinney worked with the Fund’s accounting staff identifying areas that were not properly recorded . . . As a result the Fund is now publishing monthly statements which will help all interested parties monitor the financial results.”  (pages 7-8 NCUSIF 1982 Annual Report)

The Report’s remaining 20 pages gave details of cash assistance, guarantees and merger costs along with an overview of all insurance programs and credit union trends.  Transparency in every respect was essential for confidence in the Fund’s management.

Chairman Callahan’s view was that, “We believe our “full and fair” disclosure should be no less than what we expect insured credit unions to give their members.”

A Radical Change in Accounting Accuracy, Timeliness and Transparency

In the 1984 audit, Ernst & Whinney gave the Fund its first ever clean opinion “in conformity with generally accepted accounting principles applied on a consistent basis.”

Without this three-year effort (1982-1984) to improve the timeliness (monthly board reports), accuracy (GAAP accounting) and transparency,  the credit union system  might not have supported the radical redesign of the NCUSIF. This new approach  required  perpetual 1% deposit underwriting.

This cooperative model was passed by Congress in 1984 with full credit union support. To implement the 1% underwriting, 15,303 federally insured credit unions deposited $845 million into  the fund by January 1985.

The Last Shall Be First

The result was that the NCUSIF instantly became the strongest and, through time,  the most stable of the then three federal deposit insurance funds.

The NCUSIF never looked back or across the aisle.  The FSLIC merged with the FDIC.   The FDIC has reported negative net worth and periods of ever increasing premiums, such as now, to try to meet its minimum ratio level.

NCUA’s graph of this change in the standing of the three funds from page 37, NCUSIF’s 1985 Annual Report.

Vigilance-The Price for Performance

In a speech to credit union managers and the press following the 1984 recapitalization, Chairman Callahan gave the following “pitch”(his word):

“Don’t set it up and forget about it.  It’s unique. It’s a better way.  But just as important, it’s yours to monitor—it’s your responsibility to keep it working—because if you don’t it’ll go just like everything else the government touches.  When government gets more money, it wants to spend more.  Our goal is to spend less (on insurance). You’ll have to hold us to that promise.”

Then in 2010 there came a change in how the NCUSIF’s financials were presented.

The Change In Accounting Standards for the NCUSIF

The NCUSIF’s GAAP presentation was a financial format that all credit unions knew and followed. This GAAP audit is the only format used in NCUA’s Operating Fund and the CLF since they were both audited by independent accounting firms beginning in 1982.

On June 23, 2010 Credit Union Times printed a story with the headline, Auditors Fault NCUA’s Accounting.  The article in part:

“KPMG gave the NCUA an unqualified audit but found material weaknesses in the reporting and documentation methods.  . . NCUA Chairman Debbie Matz said the 2008 and 2009 audits (released on June 14, 2010) had been delayed because of the problems facing the corporate credit unions. . . According to the KPMG report, the NCUSIF does not have sufficiently comprehensive policies and procedures that document control activities and monitoring functions that should be embedded and/or performed within the financial and reporting process.”

In a June 17, 2010 Agency bulletin, the NCUA board announced it had adopted Federal GAAP accounting for the newly authorized TCCUSF.  The same bulletin had this statement:

The National Credit Union Share Insurance Fund (NCUSIF) is required by the Federal Credit Union Act to follow U.S. generally accepted accounting principles (GAAP). The General Counsel’s opinion concluded that “section 105 of the GCC Act, as interpreted by the General Accounting Office, does not preclude NCUSIF from using an alternative set of accounting rules such as FASAB in preparing the NCUSIF’s financial statements.”

Shortly thereafter there was a change as reported in this footnote in  the NCUSIF’s 2010 yearend audit: Basis of Presentation  The NCUSIF historically prepared its financial statement in accordance with generally accepted accounting principles (GAAP) based on standards issued by FASB, the private sector standards setting body. On September 16, 2010, the NCUA board authorized the NCUSIF to adopt the FASAB standards for financial reporting, effective from January 1, 2010.   Accordingly, this is the first year of the presentation of the NCUSIF financial statements in accordance with FASAB.

A Misleading Accounting Presentation

However, FASAB’s  form and content are very different from private GAAP. The account titles, presentation and interpretation are intended for reporting entries that rely on governmental funding.  The NCUSIF is totally dependent on credit union funding.  The FASAB format is completely alien to the accounting presentations familiar to and used by credit unions and CUSO’s.

A Strange Set of Federal Accounts

Some of the NCUSIF’s balance sheet accounts that are completely novel under federal GAAP include:

Balance Sheet headings and account categories: Intergovernmental.  With the public; Insurance and guarantee program liabilities;(Loss reserve); Net Position, and its cumulative results of operations (not the same as retained earnings)

The traditional Income Statement is replaced with two other presentations. The first is, “Statements of Net Cost”.  This includes Gross Costs followed by Less Exchange Revenues and concludes with a bottom line Net cost of Operations (which is not net income).

The second Statement is Changes in Net Position.  This includes net unrealized loss or gain on investments, and interest income, the primary revenue source for the NCUSIF.

In standard GAAP, Statements of Cash Flows is replaced with the governmental “appropriations terminology”: Statement of Budgetary Resources.  This includes subtotals for Total Budgetary Resources, Status of Budgetary Resources and Outlays Net.

These accounting concepts are far removed from any of NCUSIF’s actual operations.  When staff gives the board’s NCUSIF quarterly update, it converts the income and balance sheet statement to the traditional GAAP format.  However the monthly postings are not converted. They remain in the idiosyncratic federal GAAP Accounting format.

Understanding Critical Accounting and Finance Decisions

The NCUSIF’s federal presentation is misleading in its factual representation of transactions which suggests that the NCUSIF is a governmental appropriated fund.

Certain critical  concepts and terms are absent. The most important is “retained earnings.”  One looks in vain for the number which is used to compute the NCUSIF’s normal operating level.  Another concept is “fiduciary assets” which means AMC assets are not fully recognized on the NCUSIF balance sheet.

The NCUA Board’s Opportunity:  Enhance Transparency for the Fund’s Users

Eternal vigilance is hard when numbers are presented in a federal disguise. At a minimum, the NCUA board should request the auditor also represent the yearend audit numbers in private GAAP format.  Staff should also present the monthly updates in this standard.

Then users of the statements can easily understand the trends. More importantly they can fulfill the challenge from a previous NCUA chair for credit unions:  it’s yours to monitor—it’s your responsibility to keep it working. 

Restoring easily understood transparency to  the NCUSIF’s financial presentation would be an important step forward for the NCUA Board in its upcoming annual review.  

 

Einstein’s and Others’ Thoughts on the Advantages of Credit Unions

The “Home Court” Advantage

From Greylock Federal Credit Union:

We have officially welcomed over 100,000 Members! We are deeply proud to be the hometown financial institution of choice by so many in our community and we want to say THANK YOU!

From Springfield High School’s student newspaper on the school play:

. . .One of the important aspects of high school is the opportunity to be a part of something bigger than yourself. Being involved in the production process, like Hashmi stated, has allowed students to contribute to the creation of a captivating performance. It is a chance to collaborate with a team of talented individuals and learn new skills along the way. Plus, there’s a unique sense of camaraderie that comes with being part of a play. So, if you enjoy the idea of working behind the scenes and being a crucial part of bringing a story to life, the fall play is definitely worth considering! 

A Video: What Good Business Looks Like

This short video “story” from Thailand should be  required viewing for every credit union board that has ever contemplated the merging of their long- serving coop.  It is a stunning example you won’t forget. It disproves the capitalist adage, “Everybody has a price.”

(https://www.youtube.com/watch?v=1HtaYMhDr4k)

Einstein on the critical credit union advantage in a Market Driven Economy

This week has seen another bank’s stock price fall by over half from $10 to $4 per share.

From Yahoo finance:  The Pressure on NYCB is Not Letting Up.  At yearend 2023 the bank reported $116 billion in assets and $10.8 billion in total equity.

Its history in brief: New York Community Bancorp, Inc. (NYCB), headquartered in Hicksville, New York, is a bank holding company for Flagstar Bank. In 2023, the bank operates 395 branches in New York, Michigan, New Jersey, Ohio, Florida, Arizona and Wisconsin under multiple local brands acquired via multiple acquisitions.

Einstein’s explanation of the credit union advantage, especially in times of crisis, is simple-Time: The only reason for time is so that everything doesn’t happen at once. 

The cooperative member-owner structure gives management and the owners time to straighten things out when problems occur.  Let markets cycle through their phases.  However, there is no respite in the winner-take-all world of competition when a market owned firm falls from grace.

The Justifications in Self-Serving Mergers in Which Members Get Nothing

In my recent look back on several mergers, I reached out to a participant from several years ago. Had the members seen any change for the better? The reply:   it’s just another bank without heart or soul or members, just customers…but then, we might just be American Idiots

If we’re honest, culture forms us as much as our statements of personal values.

Human beings can live without many things, but not with an absence of meaning. In our “free” market driven economy dominated by for-profit firms, cooperative CEO’s and boards will continue to cloth self-interested actions in moralisms and myths.

Fortunately, members are not idiots.

 

 

 

 

A Winner’s Inside Account of a Very Close Merger

On November 9, 2021 the results of one of the most contested credit union merger elections were announced.  The members of Vermont State Employees (VSE) had approved a merger with New England FCU.  The final tally was 7,622 for and 7,304 against, a margin of 318 votes.  Approximately 21% of the members voted, an unusually high participation.

I wrote a number of blogs about the contest.   The opposition put up a website Calling All Members led by the former CEO and previous board directors. It  presented powerful arguments against ending VSE’s independence.  For these longtime VSE supporters, the outcome was a surprise and disappointment.  However, they chose not to challenge the results.  Since the  merger date of January 1, 2023, VSE has operated as a division of New England FCU.  A new name/brand is promised for the future. 

“In the Room Where It Happened”

John Kennedy once said, “Victory has a thousand fathers; defeat is an orphan.”  In this case victory has a mother.

I recount this story from a much longer article about her efforts.  This insider’s account raises the question what the outcome might have been had this approach been revealed during, not 8 months after the vote.

In July 2023 this VSE senior executive who directed the merger campaign was the subject of a long account by Joel Berg. It is posted in full on the Financial Brand website, Tactics from a Nail-Biter Merger That Every Bank Marketer Can Use.

This lengthy, first-person story of the voting campaign centers on Yvonne Garand, VSE’s chief marketing manager.   The article includes examples of the mailings and other promotions from the campaign which are not included here.

Writer Berg describes Garand’s communications strategy as the “make-or-break factor.”  These included messaging to target segments at critical points in what ended up being conducted like a “political  campaign” including hiring a consultant expert in political elections.

The author believes this case “offers lessons for other institutions concerned about how customers will react to a change in ownership.”  Also an example of tactics necessary to  win.  He says the fundamental challenge in any merger or purchase-even if members vote:  “the customers or members coming on board didn’t choose to bank with the acquirer on their own.”

The Critical Tactic for “Getting out the Votes”

The critical communication tactic was segmentation.  Identify key groups and prepare different messages, tone and style for each subsector.

The two credit unions had different histories and business priorities.  Both were community charters but VSE’s (1947) legacy was its state employee origins. New England’s roots were as an IBM chartered credit union (1961) with  members outside the state from the beginning. These two Vermont based credit unions had created different business models, cultures, and brands.

Garand called her communications strategy a “human-centric approach” that ensured the “messages were empathetic.”  In this short  video link in the article she summarizes her approach with this point–the campaign couldn’t be a typical merger story about greater scale and efficiency.

“All of those things are important. But that’s our inside jargon. And we knew that if we came out with messaging and communications that sounded like that, people might not understand it, and it might even feel a little intimidating.”

(https://www.youtube.com/watch?v=Xtc2GWunoZY&t=55s)

Several key segments included “digital natives,” environmentally minded members,  and those located around New England’s branch structure in Burlington.

But the most group was VSE members who lived near the state capital of Montpelier.  As the longest tenured members, “We knew that this was probably the segment that would feel the greatest sense of loss because they grew up with VSECU. We really wanted this group to know that they were still going to have the same experiences that they have today.”

As Berg notes in the article, “knowing many “no” votes would come from the state capital area, the credit union focused on reaching potential voters in other areas of Vermont who might be more receptive to the merger plan.”  He quotes Garand: “We strategically focused on the Burlington market — Chittenden County — as well as other smaller regions in Vermont, to encourage those members to vote. And it worked.”

Changing Tactics as the Opposition Organized

Garand’s reaction to the opposition, “It did take us off guard just a little bit, how effective this opposition was in the central Vermont area.”

The independence effort was led by Steven Post the former CEO of 26 years and other directors and senior executives.  Their website offered multiple, thoughtful reasons for sustaining VSE’s unique values based, Vermont-centric model. I wrote several blogs presenting their position that VSE’s continuation was in the members’ best interest.

The Vermont State Employees’ Association and the Vermont Retired State Employees’ Association, opposed the merger. Given this backing, “we thought we were going to win,” says Post the previous long term CEO.

What made the difference?  The opponents say it was VSE’s resources used to promote  the merger.  If one looks at the increase in marketing and professional services spending in 2022 versus the prior year, it would seem to confirm one critic’s estimate that over $1.0 million was used to convince members to support management’s decision.

From Berg’s article, “If we had had money to put ads on TV, I don’t have any doubt that the outcome would have been different,” says Jerome W. Diamond, the state AG from 1975 to 1981 and a former chair of the credit union’s board.”

The Vital Tactical Change

As the opposition organized Garand changed tactics from a traditional company marketing-messaging effort to a political campaign.  Even bringing in outside consultant with election expertise.

Berg’s article includes more details with marketing collateral.  This is an insider’s account of her role to persuade members to support VSE’s termination. She avoids debates about member benefits, rather the member communications focus on “feel good” concepts:  “Better Together,”  “Leading from the Future,” and “Enriching the Quality of Life.”

Garand rejects traditional business logic for mergers-scale, efficiency, innovation- to solicit votes.  Recognize the opposition, but don’t engage with the critics.

The credit union controls the communication channels to reach the members including branch signage and multiple message marketings. Focus on advertising a potential bright future not on whether members should give up control over all the resources, relationships and community focus they have created and own.

Learning from the Past

Once eliminated via merger, there is no going back to resuscitate a vital legacy over 75 years in the making.  When reporting on the outcome I described the losses that occurred not only for VSE members, but the state credit union system and its citizens.

New England FCU’s acquisition  not only eliminated its principal competitor, it also created one credit union controlling  47% of the state’s credit union assets and 40% of members at the merger date.   A big egg for one basket.

Tomorrow I will look at the results of the merger one year out.  How are members responding?  What are the financial trends?  It is especially important for a look back while the events and points of view are still remembered.

We can change the future if we are willing to learn from the past.  And then take seriously the differing judgments about the event’s consequences. One group lost an election about a credit union’s future role.

However everyone loses when the event is merely another successful example of the power of propaganda, or marketing, whichever interpretation best fits this recounting.

Big Banks Adopting a Credit Union Tactic

Yesterday’s Marketplace program on NPR had a brief report on the investments two of America’s five largest banks are making to improve their competitive position.

Technology?  New Ventures? Greater staff skills? Social Marketing Influencers?  Third party-fintech-origination partners?  More acquisitions?  All are factors, but not the newest priority.

The New-Old Strategy

JPMorgan Chase announces brick-and-mortar bank expansion in a digital age

Several of the relevant paragraphs from the story:

In the year 2024, when you think banking, you think mobile apps, online deposits, digital future, right? Not so fast. JPMorgan Chase, the country’s largest bank, announced today it’s opening more than 500 new brick-and-mortar branches and renovating another 1,700.

This follows an expansion by Bank of America last summer. So, what’s the value of banking in person in the digital age?

You don’t usually think of a bank as having a living room. But Jason Patton of JPMorgan Chase says they’ll be a staple in a handful of the bank’s new branches, which are meant to be places where people chat. . . (in cu’s this is called serving members)

“Some of these branches, we’re opening up in places where we’re not as well known,” he said. “So, in many cases, people don’t know what we have to offer.”

And it’s important to see and be seen by those people if banks are going to drum up new business, said Jaime Peters, a finance professor at Maryville University in St. Louis.

“By going and building these new branches, and having that placard on the side of the road that people pass every day, that is brand awareness, that is trust building,” she said. . .

The Only Growth Option Is Organic

Big banks have another incentive to add branches: The ones that hold more than 10% of the nation’s deposits are generally prohibited from acquiring other banks, said Michael Rose, a managing director in equity research for Raymond James. 

“So because you’ve removed the ability for them to actually acquire other banks, they have to grow essentially organically,” he said.

The Credit Union Counter: Enhancing “Their” Local Environment

After posting the latest video from White Fish CU,  I received a link from Jason Lindstrom CEO of Evergreen CU in Maine.  This new video  has a similar community theme, but different subject matter. It is an homage to Maine’s forests and the people who maintain and enjoy them.

In addition to branches,  “local” means that  a credit union is authentically “home-grown,” not merely a local outpost of an out-of-state or national financial firm.    Bank of America or JP Morgan Chase branches are not being grown (drummed up) from the natural environment.  Rather they are an invasive species, trying to replace the local habitat.

This is Evergreen’s mission, “keeping Maine wild.”

(https://youtu.be/ocJ5PGR8FM8?si=VF46w9L01uk_tEj4)

Credit Union Mergers: A Game without Rules

 

Part III

Previous parts I and II have provided a factual review how FCCU’s CEO and board chair diverted $12 million to their control via a new organization when merging the credit union.  While this example is discouraging, it is symptomatic of a much broader challenge for credit unions.

A Game Without Rules

The FCCU/Valley Strong merger is a current and common example of the private, insider deal making around mergers of successful, long serving institutions.   The CEO’s and boards arranging  these transactions put their self-interest and ambitions ahead of their member owners.  Their actions are covered with rhetorical reasons about scale, technology investments and competition threats.

CEO Duffy’s skill at deflecting any criticism is shown by how he positions those  whose official duty and/or fiduciary roles would be to protect and ensure the members’ best interests to support his action.

His board of five, on which he sits, had to approve the merger.  They are all given subsequent sinecures.  The senior staff who might have aspired to succeed in leadership is guaranteed bonuses and jobs in the continuing firm-at higher salaries and lesser responsibility (legacy ambassador vs COO).   The lawyers and accountants dutifully earn their fees for blessing the numbers and  transactions.  Like the trade associations, no one wants to lose a paying client.

And those in the community who lost their home- grown 66-year old cooperative, are not going to bite the hand that gave them an occasional handout (usually $1,000) or annual political  donation.

Two Members Said:  The Emperor Has No Clothes

To oppose someone in authority with literally millions in resources to fight back requires persons with more than insight, it takes unusual courage.

This merger confirms the modern day reality of Hans Christian Andersen’s most memorable fairy tale.   And the tale’s relevance is even more appropriate as shown by newspaper accounts of “banker” Duffy’s recent Stocksonian award. Both “leads” open by describing his  professional appearance, “looking dapper in a gray, tartan-style suit and stripped red bow tie.”

But just as in the fairy tale, the two members saw the CEO’s plan had no substance.  And they said so out loud, so all could see.  But no one wanted to note the obvious.  Here are their names, excerpts of some of their concerns, comments and questions as recorded in the CU Today story from NCUA’s website.

A  FCCU member,  Larry Matulich,  posted his objection on NCUA’s website in part as follows:

I am against the merger for several reasons.  I feel we must protect the financial stability of our local credit union. The loan to asset ratio of Valley Strong is 3 times the loans to total assets, while FCCU is only 20% of our loans to assets.  We do not need their loans, but they do need our assets.   Let’s protect  our money and keep it here in San Joaquin County.  Frankly the real strong credit union is not Valley Strong, but our FCCU. . .

A second member Frederick Butterworth posted in part:

Vote No on the proposed merger until the provision to transfer $10 million of member assets to a non-profit foundation for “community outreach” is eliminated from the proposal.  Member financial assets of any amount, especially of any amount, especially $10 million , should not be given away for any purpose.  If Financial Center Credit Union is so flush with cash that it wants to give  away $10 million, then that amount sould be distributed to the members.  I’ve written twice asking for the rationale for given away $10 million.  They have failed to answer me.  . . The so-called FCCU2 Foundation was created less than two months ago setting uup Duffy in his new give-away-our-asseets role. . .

Both saw that the rhetoric promoting the event was not supported by the facts.  Other employees and members knew these realities, but Duffy managed to outmaneuver any scrutiny, even by the regulators.

Regulatory Neglect Is Not Benign

This week NCUA announced the banning of a former president/CEO from forever participating in the affairs of a federally insured financial institution. This CEO’s misdeed was that between 2018 and 2020 she used the credit union’s credit card for personal purchases “totaling more than $12,000.”

In FCCU2’s foundation setup, the diversion for personal use was first announced as $10 million. But when the deed was finally reported to the IRS, an additional $2.0 million was added to total $12 million.

When asked, NCUA’s anonymous defense in the  CU Today story was this transfer is “a business decision left up to the credit union’s board of directors.” And further on, “ultimately in a voluntary merger (this action) is up to the members themselves.” When asked to explain its oversight, NCUA shows a regulatory middle finger to every FCCU member by stating “86% voted in favor of the merger.”

Moreover this reference to  a supposedly democratic process demonstrates how disconnected from on the ground realities NCUA leadership is.

Duffy has been politically adroit placing the regulators between himself  and his self-dealing with the members’ money.  “Duffy said neither the NCUA nor the DFI raised any red flags over the transfer of the $10 million to the foundation.  There was nothing to question.” For NCUA to followup now, it would first have to investigate itself-what it already knew.  An internal review  few organization’s leaders are capable of doing.  Rather it may require a congressional hearing or a CNN story.

It was NCUA itself that described multiple situations of self dealing and failure of fiduciary responsibility by boards and CEO’s in approving its merger regulation.  If either NCUA or DFI had bothered to look under the covers, it would find this merger violated one of the oldest rule on the books: thou shalt not steal.

Consequences and a Solution

Credit unions compete in a capitalistic system described by the fictional character Gorden Gekko as fueled by self-interest: “Greed, for lack of a better word, is good. It captures the essence of the evolutionary spirit. Greed in all of its forms; greed for life, for money, for love, for knowledge has marked the upsurge of mankind.

The temptations are all around, even for member-owned coops.

At all levels of this process, the members’ trust and confidence have been violated.  In so doing, the cooperative reputation of thousands of credit unions that serve their members every day with commitment and purpose is stained.

Instead of stockpiling excess capital as done by FCCU, hundreds of credit unions pay special dividends explaining,” Our annual giveback bonus is what differentiates us from a typical bank.”

The system’s overall safety and soundness is lessened when more eggs are put into a single basket.

Everyone connected to this transaction loses something. The 29,000 members, their credit union; the city of Stockton a 66-year long relationship with a locally-owned financial cooperative.

Valley Strong’s senior management and Board, seduced by the prospect of adding $634 million in assets and free capital of $100 million, are now struggling when the tide of free money went away.  They thought the only cost would be several years FCCU executive salaries and $2.5 million in donations to the Duffy fund.  But nothing is free in life.  Valley Strong’s CEO,  will now have to knuckle down and run a credit union versus buying up others’ assets.

Credit unions’ public reputation as member-first organizations is contradicted by these facts. And the regulators’ conduct exposed as supervisors who “have no clothes.”

Duffy’s endgame benefitted him and some of his closest enablers.  But they will learn giving away other people’s money is a losing game when the funding drys up and the lights turned off.

Is There A Cure?

The only bright light in this case are the two members who spoke up with the truth about the event.  The solutions must empower the members with information and total transparency so that they are not just mere bystanders.

The single most important reform that would change the whole process, is to require that a minimum of 25% (or more) of members must vote in any election to end a sound credit union’s charter.

Today a minority, usually in the single digits, bother to vote.  And a smaller minority actually approve  charter surrender.  In a democratic process, presumably a majority should approve transferring their collective wealth to another party.  But in credit unions a minority of members, and and even smaller group can approve 100% or total transfer of value for everyone.

According the FCCU’s certification of the vote sent to NCUA, only 9% (2,680) of the 29,672 members voted.  Of this amount just 7.7% of all members supported giving up the charter.  Compare this with NCUA’s characterization of 86% of voters “in favor of the merger.”

Transparency and Options Create a Truly Free Market

First, much fuller disclosures should be mandatory.  All of the documents required by NCUA in their review should be part of the public record for every member to see.  All contracts for future service for any employee or board member should be public.  If an FCU is involved, they should be required to disclose the same information as a SCU files in the IRS 990.

Second, all credit union members should have a choice to take their pro-rata share of accumulated capital and close their account if the merger is approved.

Third, once the disclosures are public, members should have the opportunity to seek proposals from other credit unions who would be willing to make better offers.

Fourth,  merger agreements should include specific performance objectives so members can track whether the value promised has in fact been delivered.  For example lower operating expenses, increased loan or savings opportunities, enhanced delivery options and their usage.

Fifth, the board of the continuing credit union should be required to report to all members at the annual meeting the impact of the merger on the institution after the first 12 and 24 months.

Mergers today are the wild west of credit union activity.  They are marketed by intermediaries offering to facilitate the benefits for the selling institution and the niceties of the regulatory process–for a share of the action.

Duffy’s example is not an exception, albeit the foundation was a unique creation. Rather with no rules, everyone feels entitled to whatever they can get.

In a true market this insider dealing would not happen.  For example when credit unions buy banks, the deal is often very public and the benefits to the bank’s owners very clear.

Just this week Beacon Credit Union announced that it planned to acquire Mid-Southern Savings bank for $45.1 million in cash.  The bank’s total capital at third quarter 2023 was $28.9 million for a sale premium of 150% of book for all the bank’s owners.

In the official Member Notice Duffy and the FCCU board sent to members announcing the mrger, the headline under the credit union’s name reads: Better than a Bank.  Except when it comes to selling out the charter and all capital in return for nothing but promises and future charity.