Category: Cooperative Design

Posted on

How a Black Barber in Little Rock, AR Started a Credit Union

The first new charter in Arkansas in over a quarter of a century is the focus of a new podcast.

Arlo Washington is a barber, a self-made man who turned his entrepreneurial instincts into helping his community.

The story of People Trust Community FCU, chartered in September 2022 is told in this 30 minute podcast by the reporter Oscar Abello from Next City and Arlo Washington the credit union’s founder.

Hearing the story in their own voices, brings to life the challenges and promise of a new credit union.

The context matters.  Payday lenders were shut down by Arkansas in 2010.  Arlo had started a barber college and by necessity and local tradition became a lender to his customers.

The reporter states there have been just 25 new charters in the last ten years. He points out in the 1970’s there were hundreds of new charters  granted per year.

Today Arlo describes the chartering effort as “intimidating, scary and tedious.”  The endgame was to have “local ownership in the banking system.”

“If we’re ever going to close the racial wealth gap, we need financial institutions that understand neighborhoods and can meet their community members where they are in the process of building their financial well-being,” says Washington.

This example of a small lending enterprise adding a credit union is a model that could be replicated many times in other underserved communities across the country.

 Seeds of Hope at the Grassroots

Planting seeds  whether in a garden or in our communities’ choices is the practice of hope.   Seeds that will grow and flourish to make lives more colorful and abundant.

There are more Arlo Washingtons throughout America who want to become gardeners for their community.  How do we reach out to them?  And grow our grassroots?

 

 

Posted on

Credit Union CEO Joins Iowa Bank Board

Iowa is home to a very  rambunctious  credit union system.  A total of 80 credit unions manage over $33 billion in assets growing at double digit rates.

Several larger Iowa coops have bought banks to expand their franchises faster.  63 are suing NCUA over the agency’s failure to honor the plain language on its Corporate Claims Certificates.

Then there is a relatively small credit union who is currently suing Apple for restrictions in its Apple Pay product.  This same CEO has joined the board of a local bank.

The bank has two major centers in Des Moines and Ottumwa from which it serves affiliates in 55 counties throughout the state.

The board director is Jim Dean. CEO of Affinity Credit Union.  The bank is Food Bank of Iowa, a 501 C 3.  It reaches over 300,000 children, seniors, veterans and persons who experience food insecurity during the year.  In 2022 it distributed over 1.2 million pounds of food per month through 700 frontline partners.

The administrative offices, warehouse, and distribution-delivery capabilities are supported by volunteers who come daily to prepare boxes for local delivery.  To carry out its mission, the Food Bank relies on almost 10,000 persons who freely give their time and labor.

A Common Cause

On factor in food insecurity is the inability of many to earn a living wage. The issue “comes and goes” for individuals as economic circumstances affect individuals’ opportunities.

When asked why the Food Bank  partnered with Affinity Credit Union, Vice President  Bergetta Beardsley, who is responsible for fund raising, replied simply, “There is a natural relationship with those we both serve.”

Why Is Affinity Involved?

Food banks have been an important part of Jim’s volunteer work during his credit union career. In addition to the overlaps of those facing financial and/or food insecurity, these two organizations share the same values.

Volunteer activity is part of Affinity’s culture. The credit union provides employees with two days paid leave per year to serve their community. The CEO’s participation raises awareness with staff about the Food Bank’s multiple roles.

The credit union promotes the Food Bank with special 30 second radio spots and ads on their delivery  trucks.  In some instances, the credit union has assisted with food pantries for schools in their communities.

Even more strategic isAffinity’s example.  It connects the financial reach and capacity of the coop system to this critical organization serving over 10% (300,000) of Iowa residents with food.

An Ever-Expanding Effort

Credit unions, like individuals, are known by the company they keep.  Two nonprofits, Affinity and Food Bank of Iowa, are joined in a common purpose of service and personal well being.

Across the country today, many families help their local communities with food drives.  Schools arrange canned food collections for holidays; there are special hunger offerings and food drop-offs at churches and community centers.

But experiencing the scale and scope of this central wholesale operation  (55,000 square feet) is an eye opener.  It provides food to schools, day care centers, senior and community commons, church pantries and other institutions.  The operating budget is approximately $30 million.

A Visit in Photos

Here are some of the pictures from my visit to the Food Bank’s Des Moines’ office, volunteer center and warehouse.  Our guide was Bergetta.

The volunteer reception area with mission, vision and values:

A wholesale delivery of potatoes to be repackaged.

Converted to individual sized quantities..

Just one of several volunteer groups for the day who helped pack boxes for delivery.

Pallet being loaded for delivery to a Day Care.

Bergetta showing pasta provided in bulk from a corporate donor.

Another pallet ready for delivery.

Part of the massive warehouse.  Storage racks with supplies and  shrink-wrapped deliveries.

Food delivery trucks backed into loading dock.

Affinity Credit Unions adds its support on the back of the delivery trucks.

Even if an individual stops by the head office needing  food, a box is always ready.

Organizations write thanking Affinity volunteers.

Isn’t this a Bank we all might like to join?

Posted on

Why an Oath for Credit Union Directors and Officers is Desirable

Boy Scouts have a pledge.  Couples exchange wedding vows.  Deacons, elders and lay ministers all affirm belief before the laying on of hands and becoming church officers. Naturalized American citizens take an oath-even agreeing to bear arms.

These ceremonies signify individual commitment in a public setting for the people they serve or community they join.  There are responsibilities in an oath, whether occasioned by election, by appointment or by personal choice.

Faithfully Discharge the Duties:NCUA’s Oath for Employees

All NCUA employees are required to take an oath upon accepting their positions.

This oath is administered by an NCUA employee, usually in the HR division, during new employee orientation on an employee’s first official day. Here is the text:

I, [state your name] do solemnly swear (or affirm) that I will support and defend the Constitution of the United States against all enemies, foreign and domestic; that I will bear true faith and allegiance to the same;  that I take this obligation freely, without any mental reservation or purpose of evasion; and that I will well and faithfully discharge the duties of the office on which I am about to enter. So help me God.  (emphasis added)

Duties, faithfully carried out.  Faithful performance is itself one aspect of the standard liability bond for credit union coverage.

A State Example:  OATH OF A CREDIT UNION DIRECTOR

Pursuant to Revised Code 1733.10, I, the undersigned director of NAME Credit Union, located in City, Ohio, do solemnly swear/affirm that I will diligently and honestly administer the duties of the office of director and that I will not knowingly violate, or permit to be violated, any law applicable to the Credit Union.

As a director, I have a legal responsibility and a fiduciary duty to credit union members to administer the Credit Union’s affairs faithfully and to oversee its management.  In carrying out my duties and responsibilities, I shall exercise reasonable care and place the interests of the Credit Union before my own interests.  I shall fulfill my duties of loyalty and care to the above named Credit Union.

I shall ensure that I learn of changes in statutes, regulations and policies of the Division of Financial Institutions and other applicable regulatory agencies affecting the Credit Union which affect my duties, responsibilities or obligations as a director and regulated person of the Credit Union.

I understand it is my responsibility to attend meetings of the Board of Directors and participate fully on all committees of the Board to which I am appointed.  I understand it is my responsibility to review the examination reports of the supervisory authorities at the next succeeding board meeting after the receipt of the reports.

Signed and notarized by each director.

The Current Status of an FCU Oath

The following was the response when I asked NCUA if FCU directors were required to have an oath:

The answer is no. There isn’t a required oath of office for federal credit union boards of directors in the Federal Credit Union Act or Federal Credit Union Bylaws.

Our legal team reviewed the current bylaws, the previous version (Timeframe of the mid to late 1990s, with amendments), and even earlier versions of the Bylaws from the 1930s to 1940s. None of these documents require an oath of office.

Also, an oath of office is not something we track in regulatory reporting like the Call Report or Profiles. As such, I don’t have any information on which federal credit unions, if any, administer an oath of office.

While we don’t have specific rules on this topic, the NCUA has received and considered the question of an oath of office before. The attached 1985 NCUA legal opinion says an oath of office is allowed because it would not conflict with the Federal Credit Union Act or Bylaws for a federal credit union to require directors to take an oath of office. 

Why An Oath is Desirable

Leadership of a credit union is a responsibility to  members, the community and those who in generations past created the cooperative as an enduring organization to pass forward its legacy of wealth and service.

Sometimes the concept of a “volunteer” has connotations of a position that can be taken or left at will.   Duty is voluntary.  Anyone can step up.  The responsibility is institutional and collective, not individual.   Except for a number of state charters, directors are not paid, which is sometimes interpreted as an absence of individual accountability.

Cooperative board leadership now involves oversight of trillions of dollars member-owned assets.  The directors’ roles are becoming more consequential for members and communities.

Moreover there are unique aspects in cooperative leadership:

  • Awareness and implementation of cooperative principles;
  • Recognition and respect for democratic member governance;
  • Adherence to bylaws and numerous regulations specific to credit unions;
  • The absence of any federal tax liability.

Moreover, the traditional director duties also still pertain including the standards of loyalty, care and the fiduciary obligation to act in good faith.

An Oath as Promise

An oath ideally in public at the annual meeting would be an act of honor and commitment.  It signifies both responsibility and accountability even as volunteers.

Credit unions are a part of a society that at times has differences about the priorities of their leaders.   Oaths remind all of our common obligations.

An oath is a promise.  In the NCUA’s example it comes with a sacred commitment-so help me God.  It would elevate the moral and communal character of cooperatives.

A person when taking an oath acknowledges the responsibility, not merely the public honor,  of their role.  The commitment is elevated beyond the routine director tasks of attendance and oversight.

All oaths remind us of who we are and what we want to be.

They show a solemn undertaking with commitments to the past and future, not just today’s agenda.  It is another way to show how the cooperative model stands apart from for-profits.

Posted on

Two Trends Deserving Debate

At the NCUA’s May board meeting, one trend jumped out at me.  Not new, but accelerating and read without comment.

In the first 90 days of 2023 there were 59 NCUSIF charter cancellations.  That is a rate of almost 5 per week, one every business day.  Without exception these charters are decades old, some surviving and most thriving.   Why?

These charters are the handiwork of generations of volunteers, whose current leadership have decided to give up.  It is a morale and ethical problem.   For it undercuts the coop premise that pays forward the members’ collective legacy for which the present leaders are  now the steward.

Many will suggest that the credit unions members are in better hands.  However these hands are not the leaders they know or elected, nor the organization that created their collective reserves.  Every charter cancellation eliminates an example of economic self help, self finance and self governance.

In most cases these are locally focused institutions which created unique relationships with their communities.   Financial services may continue, but not from the same roots.   Another civic organization so essential to a vibrant democratic political economy is no more.

What Can Be Done

Regulators should put the same time and effort into requests to cancel charters that  they extend to new charters.  If a merger is the strategy, show us the plan.  If the volunteer leadership is giving up, ask members for new volunteers.  If the sponsor has moved away, then seek a new group for re-energizing the charter.

Today the regulators have endorsed an exit strategy that benefits only the senior leaders who leave the membership in the lurch.  And retiring CEO’s especially, are taking advantage by transferring their legacy to another credit union, often for just a few more silver coins.

When quitting a business or long standing effort is easier than getting in, the movement will continue to close future growth options, create higher concentrations of risk, and remove financial services away from their local connections and knowledge.

No charter should be cancelled without an effort to find others who are willing to pick up the opportunity.

A Second Trend to Be Re-energized

No brand, business or opportunity can continue without the support of the next generation of consumers.

Student run and led credit unions have been part of the educational and financial services of cooperatives from the beginning.

Yesterday I learned about a scholarship program to identify young persons often from disadvantaged backgrounds (poverty, refugees, disabled) who are given the opportunity to become part of a special education effort.

The premise is that brilliance is equally distributed in persons,  but opportunity is not.  The focus is on 15-17 years old.  This is an age when  “ideation,” the willingness to consider new ideas and become doers is formed.

This educational support is for four years.   The time frame for measuring success is in decades.  It may take ten years or more to see if those chosen in the program will become leaders in their chosen professions.

The program called Rise recognizes that leadership will be manifested in many different ways but over time.  But the investment in this generation must be made now.

The cooperative model is designed to attract this kind of self starter.  But today again, the regulatory community discourages new charters.  The application has become a compliance drill, not support for people with passion to serve a community.  The next student chartered credit union will be the first since the 1980’s.

In the meantime these young change makers are engaging their start up  fervor elsewhere sometimes in other innovative finance-related endeavors.

The Common Thread

Credit union leaders, regulators and professional staffs, have become captured by the short term focus that drives most performance reporting.   What are the latest quarterly numbers?  How will we expand the market reach of our FOM?   What Fintech partner will give us short erm lead on innovation?

All these efforts while necessary overlook the longer term outcomes.   Without  this awareness, the movement will become just another increasingly concentrated, and limited,  financial service option in ten years.  The number of active charters will be halved.

Tomorrow’s  innovative financial models will have been created by the high school and college generation outside the movement. Credit unions will be seen as  old fashioned “banking” firms just tending to their own, stand alone, self interests.

Both of these trends today are shaping what the movement will be a decade from now. There will be other cooperative solutions designed to serve consumers’ financial needs; however they may not be called credit unions.

 

Posted on

A Disturbing Slide in May’s NCUA Board Meeting

If the CFO came to your May board  with a forecast that the credit union’s retained earnings margin would fall by 50% in the first six months of this year, it would get your attention.

That is what CFO Schied presented in the slide below showing a decline in the NOL from December’s 1.3% to 1.25% by the end of this June.  That would be halfway to the 1.20 NOL floor at which the NCUA must come up with a restoration plan.

As summarized in my earlier report, all of the actual credit union CAMELS data, the NCUSIF financial position and other accompanying information was good news.  Especially in the context of the first quarter banking failures and the continuing risk in interest rates.

Board members acknowledged the actual resilience of the cooperative system but then picked up the forecasted alarm.

Chairman Harper suggested the actual data was just “the calm before the storm.”

Vice Chair Hauptman opened his comments stating his objective was to protect “the taxpayers” from NCUSIF failure.

Only board member Hood attempted to get behind the numbers.  He asked how the $12 million  loss reserves expense was determined and the status of proper presentation of the 1% true up.  The answers were a polite stonewall.

Similar to a credit union’s net worth, the NCUSIF’s reserve ratio is an easy shorthand for its financial position.  The calculation is straight forward.   The ratio is simply retained earnings divided by the insured shares at the same date.

This ratio was 29.1 basis points or .291% of insured shares at December 2022.  As of March 2023 the ratio was 28.8 basis points. This .3 of one basis point minimal decline in the first 90 days is a far cry from the 5 basis points projected above.

The projected ratio in slide 8 is a made-up number. Its relevance depends on the assumptions used.  The estimated growth of insured shares to $1.75 trillion is a 7.2% twelve month increase from 2022.  The actual rate of increase as of March 2023 from the year earlier was 2.2%.

The addition to retained earnings for the quarter ending June is just $6 million versus a net income of $41.7 million in the NCUSIF’s just reported March quarter.

The final number in the numerator is the 1% deposit.  The calculation above reverts back to the six-month-old December 31, 2022 total deposits. By using this out-of-date number this invented ratio understates the actual 1% deposit total due from credit unions.  Including this six-month-old deposit liability misstates  the actual ratio and cash due.

The slide’s 1.25%  manufactured outcome became the lead in several press reports. It misinforms about the trend in the NCUSIF’s financial position. The ratio’s assumptions were not explained even though they were significantly different from actual trends through March.

Monitoring an accurate Fund equity ratio matters.

Per stature, the actual NOL is calculated at yearend to determine whether a dividend must be paid should the fund’s reserves exceed the NOL cap. The number is also the floor from which a potential premium could be assessed to increase the NOL to a maximum of 1.3% of insured shares.  Getting this NOL right is vital for every credit union.

More critically the use of a number from an earlier accounting period to compare with a current period’s insured risk total does not align with standard GAAP accounting practice.

Two Accounting Examples

There are direct accounting precedents with GAAP for how the 1% true up should be reported.  They show that the concurrent presentation of insured risk and the legally required true up of the capital deposit base is standard industry practice.

The first example is Deloitt & Touche’s audit of  ASI’s required deposit an identical structure to the NCUSIF.  From the December 2022 ASI audited financials:

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.   Deloitte & Touche, LLP April 11, 2023

And regarding the deposit requirement:

Participants’ capital contributions that are receivable or payable as of December 31, 2022 and 2021, are presented on a gross basis in the accompanying consolidated financial statements. Included in participants’ equity at December 31, 2022, is a receivable for capital contributions of Primary-insureds of $2,530,000 (no payable). The receivable and payable balances result from annual growth or shrinkage in participating credit union shares and the receivables were substantially collected subsequent to December 31, 2022.

Included in participants’ equity at December31, 2021, is a receivable for net capital contributions of Primary-insureds of $25,200,000. The receivable and payable balances result from annual growth or shrinkage in participating credit union shares and the receivables were substantially collected subsequent to December 31, 2021.  (page 13, Notes to the Consolidated Financial Statements)

The second example is the recognition in the NCUA’s Operating Fund of an “account receivable,” on the balance sheet and the income statement in its monthly statements postings.

From the January 30, 2023 NCUA Operating Funds monthly financial statements:

The cash position is considered sufficient to cover current and future budgetary obligations of the Fund through April 2023, at which time the Fund will collect the 2023 operating fees from its credit union members. . . Operating fee revenue reflects one twelfth of the 2023 Operating Fees.

A longer explanation of this accounting presentation for the expense receivable in the January 2022 statement:

Other accounts receivable, net had a month-end balance of approximately $10.5 million. Its balance increased by approximately $10.2 million from prior month primarily due to the unbilled receivable for the 2022 Operating Fee. The Operating Fee will be invoiced in March and collected in April.

In other words the Operating Fund recognizes a net receivable and records one twelfth of the total operating fee as income each month even though the fee is not invoiced till March and collected in April.

In these instances the amounts legally due are presented as receivables in ASI and NCUA’s    respective audited financial statements and monthly financial presentations.

The 1% True Up Topic Raised Again

Board member Hood asked again about the status of the external assessment of accounting options the NCUA board requested in 2021. CFO’s Schied characterized this external memo saying:  “Each option was “non-optimal.”  An unusual accounting conclusion.

NCUA has refused to publicly release this expert review under FOIA.  What options were reviewed, what data or precedents referenced, and how were the pros and cons presented?

The current practice leads users of the information astray. It potentially shortchanges credit unions’ dividends. NCUA self-interest is keeping the status quo.  The memo should be published for all to evaluate.

The credibility of NCA’s oversight of the insurance fund is a function of the legitimacy of the numbers and explanations it provides. If NCUA is not able to present the Fund’s position accurately, at a minimum it leads to misleading conversations.

How an Inaccurate Number Distorts Discussion

The fabricated 1.25 NOL ratio forecast as of the end of next month led to several illusory discussions and unfortunate public headlines.

One board member commented how the Fund’s “margin was narrowing” before “taxpayers will have to pay.”  That unfortunate characterization shows the importance of knowing real numbers.  In the first 90 days of 2023 the ratio had changed by just .03 of one basis point.

Moreover the only “taxpayers” who are legally bound to support the NCUSIF are members of credit unions. Each sends 1 cent of every savings dollar in their credit union’s 1% deposit in the Fund.

The board member’s observation that “there is not a lot of room between 1.2 to 1.3 equity” unfortunately mischaracterizes the fund’s actual operating performance since 1984.  The long term insured loss rate for the fund is just over 1 basis point.   Even in the 2008-2010 the net cash losses from natural person credit unions were 3.5, 2.0 and 3.0 basis points of insured shares.  The highest cash losses in the three years was $228 million, nowhere close to the “billions” response in the meeting.

In the most recent four years (2019- 2022) which includes the Covid crisis, the economy’s total shutdown and a rising rate cycle, the highest loss from “old school failures” was .3 of one basis point.  In 2021 the Fund reported actual net cash recoveries.

An accurate presentation of past and current NCUSIF performance is important in understanding the unique design and resilience of the NCUSIF.  Because of this collaborative resource, the credit union cooperative system is much more stable than FDIC insured bank premiums.

The Fund’s relative size to insured risks remains stable in all circumstances.   The 10 basis point guardrails (the 1.20-1.30 operating ratio range) today equates to almost $1.8 billion. For comparison, the NCUSIF’s entire total insured losses from 2008 through 2022 were $1.9 billion.   The operating expenses in this same period were over $2.4 billion.

The legislative guardrails were put in for a reason.  Credit unions feared that open ended funding would just lead to unchecked spending by NCUA.  This is what has occurred through increasing the Overhead Transfer Rate allocation to shore up the agency’s ever increasing budgets.

Constantly rising expenses, not insured losses, are the Fund’s largest drain on reserves.

Everyone Can Project NCUSIF Yearend Outcome

Forecasting the NCUSIF’s yearend NOL ratio is simple.  Here is the link to a spreadsheet anyone can use. If any difficulty using, please email.

The inputs are portfolio yield, share growth, NCUSIF net income, insured loss and whatever assumptions a user believes are consistent with present trends.  The current numbers include the latest actual NCUSIF updates through March 2023. It projects a yearend NOL of 1.2917.

Tomorrow I will review one other slide that is vital to understanding the Fund’s management.

Posted on

Credit Union Leaders and Bravery-A Rare Combination

What does it mean to be brave?   Many people consider bravery an act of courage, often in the face of physical  danger.

At some point almost all credit union leaders will confront financial, personnel and political challenges.  Facing up to these, in most cases, is just part of the job.  Cooperative bravery I believe entails a very different character.

Aristotle believed that bravery was the highest of all virtues because it guaranteed all the others.  “I count him braver who overcomes his desires than him who conquers his enemies; for the hardest victory is over self. You will never do anything in this world without courage.”

Following the “Path of Least Resistance”

Bravery is rarely cited in conjunction with credit union activities.  For cooperative culture is based on  relationships.  Differences of opinion, whether major or minor, are resolved by following the path of least resistance.

That path in awkward situations may entail quietly resigning from  a position of responsibility.  Other times one may voice dissent but not formally oppose in deference to the “majority” view.

In cooperatives, it just makes life easier to get along, by going along.

Two Examples of Bravery

Courage can be especially important at critical decision points in an organization’s direction.  It is a “call” that can motivate after one’s formal professional role has ended.  A person responds, drawing from their life’s experiences and values, to a summons that others do not feel.

Two individuals of unusual bravery are retired CEO’s that took public and extended efforts to oppose the decisions of their successors.

These two people are David Keffer who retired from Cornerstone FCU in 2014  and Steve Post who retired from Vermont State Employees (VSE) in 2013.  In their executive roles. Dave was CEO for thirty-three years and Steve for twenty-four.

Their successor CEO’s were in their responsibility for two and six years respectively before initiating actions with their boards to end their credit unions’ independence.

Both retired CEO’s sought out family, former directors and officers, longtime members and community organizations to oppose the effort to cancel their credit unions’ charters.  Both organizations had served and earned the loyalty of over  three generations of members

The Vermont State Employees example is described in several posts written at the end of 2022.  The first describes the closest vote ever in a merger contest.  The follow up stories highlight the issues involved.

Votes Counted: Closes Election Ever

The Tragedy of the Commons: The End of a Movement?

If George Bailey were a Credit Union Member

The VSE Merger:  Will “Potters” Take Over the Movement?

 

The outcome of the Cornerstone merger contest in 2017 can be read here: Credit Unions As  a “Cornerstone” Of Freedom

This blog includes a link to The Committee for Cornerstone Indpendence, a Facebook page which contains a running record including videos from members opposing the merger. The vote took place  less than four weeks from the mailing of the member notice following NCUA rules at that time.

Both men and many of their supporters had devoted decades of their personal and professional lives to these local cooperatives.  The institutions successfully served their members through multiple economic cycles and business innovations.  As noted in the articles, both institutions were leaders in their communities achieving financial success whatever measure of performance one used.

What Bravery Looks Like

Both former CEO’s efforts to prevent the mergers by urging members to vote NO, lost.  One on a margin of less than 1% of votes cast.  At Cornerstone, the mail in ballots were in favor even though over two-thirds of members voted against at the required members’ meeting.

Why single out these retired individuals  as “brave” in openly opposing the merger plans of their immediate successors?

All of the odds for defeating the merger were stacked against them.  The current credit union rulers control all the financial resources, the members’ media channels and enticed employees  with future promises to support their plans.  They even claim to have received the regulator’s blessing.

The time to mobilize opposition before Cornerstone’s vote was very limited. In VSE’s situation the debate extended over several months.  The merger opponents had only their personal not institutional resources to draw upon.

Still working professional colleagues would stay distant at best, or be critical of their taking a stand abut the credit union “in retirement.”

So what motivated them to  to speak out, to organize and ask their fellow members reject these proposals?

Both men strongly believed the merger’s rhetorical statements misled members about any possible future benefits.  From their professional perspective, they understood that ending the charters was not in the members’ best interests.

The members received no merger benefit.  Their generations of loyalty and accumulated resources passed totally to the control of a firm with a different business plan and leaders with no connection to the existing credit union.  Or even a role in creating the accumulated wealth.

They saw the trust and goodwill of the members being taken advantage of. There was no immediate gain except for the leaders, who initiated the change.

Bravery: a Latent Capability

In life we will sooner or later encounter a situation where bravery is required.  We may risk reputation and resources to do what we believe is right.

These moments are rarely scripted, let alone anticipated.  There may not even be time to think about all the implications of taking a stand. Reaction can be as much intuitive as logical.

This “call” can arise from a lifetime of practiced belief. Or from witnessing the bravery of others responding to another of life’s ever unfolding equity challenges.

The motivation  emerges from one’s deepest beliefs, spoken or not.  It is the feeling that, “while ships are safe when in harbor, that is not why they were built.”

These two men took a stand when they perceived the values of the credit union members they served to be at a moment of maximum danger.  They were right.

Their point of view was formed from serving  members honorably for decades, not for just the length of a first employment contract.

Success In a Loss?

But they lost, so what kind of a “brave” example is this?   By circumstance bravery often requires confronting  superior power, a majority public opinion or even accepted protocols of behavior.

By opposing the merger plans, these individuals pointed to values much more vital than arguments for scale.  They believed that members’ best interests should be criteria for all decisions. Management’s ambitions are not the purpose of a credit union—that is the cooperative difference versus for profit options.

There is growing awareness that events such as these mergers are compromising the future of the movement and members’ trust.

These examples of principled opposition will inspire others.  Those who are now silent in the face of happenings with which they do not agree may take a stand: directors, employees, retirees or even those in regulatory roles.

What is the advantage of a cooperative charter if its supporters are not willing to pursue their democratic duty to speak up?

This capability is a learned skill, not one found in any person’s position description.

David Keffer and Steve Post retired from their jobs, not their principles.

Their standing up for their life’s work by opposing these mergers may be the cooperative example for which they will be most honored in years to come.

 

 

Posted on

Do Credit Union Names Matter?

“What’s in a name? That which we call a rose, by any other word would smell as sweet.” Juliet compares Romeo to a rose saying that if he were not named Romeo he would still be handsome and be Juliet’s love.

Shakespeare’s metaphor might not work as well today.  For there are  numerous varieties of ornamental rose that produce little or no fragrance.

And so it is with credit union names.  Some are closely linked with the founding charter: State Employees, Stanford, American Airlines, Utility Employees.  Some reflect an enhanced market ambition:  Affinity, Summit, Community, or even Global.

Finally there are some that are just plain head scratchers–made up words meant to convey an impression or feeling that is not immediately clear.

Names can inform and enhance a credit union’s legacy relationships; or they can signal an effort to begin a new future, unbounded by previous limitations.  Two examples follow.

A Credit Union Name But No Charter

 

The headline caught my attention:  $5 million Naming Rights Deal Signed by Oakland University Credit Union (Credit Union Times, April 21, 2023)

Oakland University is real with 15,000 students.  The agreement gives the credit union branding exposure with the newly christened OU Credit Union Arena.

OUCU has a website with pictures of the campus branch. It announces that so far in 2023 “we’ve saved our members $10.2 million in loan interest by refinancing their high-rate loans from other institutions to OU Credit Union.”

Despite these visual cues, OU is not a credit union.  Rather it is a trade name created in 2013 by  the $7.3 billion MSU FCU.    The OU web site continues with this dual personality.  The About Us link goes directly to MSU’s home page.  The OU Credit Union Community shows pictures and events focusing on campus life.

The name and marketing examples in the website certainly communicate a commitment to this segment.  MSU also operates two generic digital only brands, Collegiate and AlumniFi, to serve other college groups with “white label” (non-MSU) names.

The OU trade name would seem to be an effective way to focus on a specific group, one that would seem very similar to MSU’s institutional experience.  One could suggest this dba is similar to a co-branded credit card from an airline or other retailer.  It is not the airline doing the financing, but just providing a marketing introduction to its consumers for the bank which is responsible for all the underlying transactions.

With its 10-year, $5 million sponsorship and on site services, MSU is certainly investing in this partnership.  The only rub might come if a OU member decides to exercise some of the other aspects of  member-ownership such as run for the board or express a concern about an aspect of the credit union’s service.

Can the dba marketing model lead to member misimpressions about their role or credit union relationship?  This example of branding has worked well for almost a decade.   It is still hard to avoid the feeling that this is not the “full credit union monty” even with the linked disclosures on the website.

A Promise to Keep the Name

Another example is retaining the name, even after a merger, to respect the power of member loyalty.  It also suggests an ongoing commitment to preserve the best aspects and local responsiveness despite the merger which transfers full control and resources to another credit union.

In March 2021 I described the proposed merger of Maine’s oldest credit union, chartered in 1921 as Telephone Workers, renamed Infinity, with Deere Employees in Moline, IL.

Describing the reason for merging the $341 million credit with almost 10% capital, CEO Elizabeth Hayes gave the following logic and commitments in a January 31, 2021 Credit Union Times interview:

Hayes said when local credit unions merge there is often “overlap” that can reduce the effectiveness of the combination.

“Merging with a credit union out-of-state gives you advantages,”  Hayes stated. “One is the increase in intellectual capital. I can’t stress that enough.”

Hayes said with the out-of-state combination there is going to be no reduction in offices, no reduction in staff, and the chance for her existing 90-person team to be part of a larger organization with greater opportunities to grow and remain with the credit union.

Infinity FCU will keep its name and local control. Hayes will stay on as Maine market president.

Hayes said keeping the credit union’s name was important to Infinity. “We can keep our brand, which is important. There are a lot of members who feel very vested in their credit union and they will continue to feel vested with Infinity.”  

Recently several Maine credit unions sent an update on the merger regarding the name, local control and feeling vested.

Hayes tenure as the Maine market president lasted about one year.   There has been much employee turnover and Deere staff has moved from Moline to help Infinity fulfill its ambition to serve all “Maine-kind,” as stated on Infinity’s website.

However this spring brings a more consequential update especially when compared with the original justifications for the merger.  Infinity and its Deere parent are changing to use a common name and brand: EMPEOPLE.

From the website:As we look forward, we have a vision for growth that builds on this legacy with an even stronger focus on financial empowerment for our members. It is important that our brand reflects our path forward. One that honors our history and represents a strong future. With a legacy of service and a vision for growth, our focus is on creating a path to financial health for our members, their families, and the communities we serve.

It would appear that the Infinity’s merger commitments of an independent operation, “keeping its name and local control,” and respecting “members who feel vested in this credit union” is now gone.

“Keeping the credit union’s name was important to Infinity,” said former President Hayes in her interview.

Given all the Infinity-Deere’s post-merger actions, it would certainly be reasonable for members to question these new rhetorical statements and rebranding.  One wonders what happens if the EMPEOPLE member-owners became skeptical of all this verbosity and simply walk away.

The End of Romeo and Juliet

Credit union names matter.  Both case studies are examples that can be found throughout credit union land.

In the first case, the credit union is investing in creating a brand to build relationships with a community partner.  In the second the credit union is walking away from its past into a future with a name that causes one to ask, what were they thinking?

In Shakespeare’s play Romeo and Juliet die.  While the families reconcile, it has a price as the Prince states:  “For never was a story of more woe / Than this of Juliet and her Romeo.”

What’s in a name? Contrary to Juliet’s poetic assertion, they matter, for better or worse.

 

Posted on

Important Credit Union Update This Week

The on-again, off-again commentaries about whether the banking industry’s challenges are over is the context for an important NCUA board update on Thursday.

The only agenda item is the state of the NCUSIF.  As context for this report NCUA also summarizes the state of the credit union system as graded by its on site examinations.

Did the proportion of CAMELS ratings deteriorate from previous quarters?  What do these supervisory in-depth contacts report on the financial health of credit unions?  As interest rates have risen, has credit union performance gone “wobbly”?

We know from Callahan’s May 17 Trend Watch call from March 2023 data that share growth has slowed to just 2.2%. Almost all other macro indicators are positive.

Are Credit Unions Different?

In many operational respects the $2.2 trillion  cooperative system appears very similar to consumer banks.  So does the cooperative design make a difference especially when it relates to the system’s resilience?

The 100+ years of cooperative history suggests that this industry based on communal ownership, not private profit, is more stable.  There is another important difference versus banks.  The direct market oversight of all public banking companies creates incentives for financial players to “short” troubled firm’s stocks or even aspire to takeovers when market value is much below book.

Even as some transactional activities appear to be whittling away at the differences with banks, the coop model has developed a unique market ”space.”   This “space” relies on long traditions of self-help, self-finance, and self-governance.  The focus on member well-being vs institutional performance is also a powerful heritage.

Rallying the Believers

Is it possible that the cooperative credit union model is the best alternative design for resolving the obvious financial uncertainties and internal contradictions of stock-owned depository financial institutions?

The industry’s cycle of severe losses requires the FDIC to always increase premiums on the survivors following the failures of their peers.

This cyclical bout of problem losses is not the cooperative experience.  In theory and principle the motivations and incentives are different.  However coops are managed by humans, so they are not always a veil of purity.

That is where NCUA’s role comes in.   This Thursday we will hear NCUA’s report of its examiner evaluations.  Hopefully it will be a rallying cry for the industry during a time of multiple economic and national uncertainties.

Will it demonstrate the power of member ownership and coop uniqueness?  Will it highlight the NCUSIF’s special design to give back to its credit union underwriters their share of collective success at a time when banks see only increasing premiums?

The board meeting report can be an affirmation of the future of the cooperative model based on NCUA’s experience and expert field exams, not just the quarterly 5300 trends.

It  will hopefully deliver a message that rallies all observers to see clearly again the credit union difference.  In performance, in consumer focus and most importantly in leaders’ belief that the most critical competitive advantage is cooperative uniqueness.

Posted on

The Dangerous Goal of “Parity”

As pundits, regulators and congress have looked at what should be changed in the wake of the three recent large bank failures,  one focus is how FDIC  insurance is  structured.

A precipitating event was mass withdrawals by uninsured customers,  prompted by social media alarms. Using their Dodd-Frank “systemic risk authority,” the FDIC took over the banks and covered all depositor balances while it worked to find a least cost resolution.

This customer behavior has prompted suggestions for changing FDIC coverages to reduce this risk potential.  CUNA and NCUA have publicly stated that the NCUSIF should have “parity” in any changes to FDIC insurance.

Here is one trade’s position: Credit unions must receive parity with banks in any deposit reform legislation, CUNA wrote to House Financial Services and Senate Banking, Housing, and Urban Affairs Committee leadership Monday. Congress and the Federal Reserve have indicated interest in deposit insurance reform in the wake of recent high-profile bank collapses.

“Our primary concern regarding any deposit insurance reform legislation passed by Congress is to ensure that credit unions receive parity, fair treatment, and equal protection with banks,” stated CUNA President Jim Nussle in his letter to Congress.

I believe this public posturing is dangerous to the future of the NCUSIF and to credit unions separate financial system.  Here is why.

  1. Credit union CEO’s and industry leaders have rushed to assure their members, the public and Congress that credit unions do not have the problems that caused the banking failures. They are more financially resilient.

The first proof of this basic difference is that 92% of credit union savings are covered by NCUSIF, whereas only 44% of bank deposits were FDIC insured. This point was  presented in Callahan’s Trend Watch analysis this week in the following graph.

The obvious Congressional question is why do credit unions need whatever changes FDIC might make if the balance sheet structures of  cooperatives are fundamentally different from the banking industry?

  1. Politically it would seem unwise to request parity before any legislation has even been introduced.  For in drafting any change Congress can easily respond to credit unions’ request with a simple bipartisan solution.  They could  mandate there be only one federally managed deposit insurance fund, the FDIC.  That would be true parity.  For the FDIC already merged the separate S&L FSLIC fund.
  1. The factual response to this Congressional possibility is that the NCUSIF is different in both structure and purpose from the FDIC.

Since the NCUSIF’s  financial redesign in 1984 into a cooperatively-funded deposit model, credit union insurance has not required federal backing, even during the corporate crisis.   By legislative intent, the NCUSIF is backed entirely by members sending 1% of every savings dollar to the fund.  This capital base grows along with insured risk.  This base provides sufficient revenue so that  premiums are rare. That revenue option is a last resort and can be used only when  Congressionally established financial levels are reached.

As a cooperative, the fund is required to pay  dividends when reserves exceed the Normal Operating Level, historically 1.3%.  The FDIC’s structure gives it only one means to cover increased risk—charge ever higher premiums on an expanded asset, not just the insured savings base.

  1. The two federally managed “insurance” funds have fundamentally different roles which reflect the character of the institutions they cover.  The credit union model is a not-for-profit, member-owned  consumer focused coop. This system has a much different purpose than the for-profit commercial banking model.  The NCUSIF is also a source of temporary recapitalization to sustain a coop hit by uncontrollable financial events.  In banking, the FDIC cannot provide assistance to private owners.
  2. CUNA and other credit union support for “parity “ with the FDIC could unfortunately be used to buttress Chairman Harper’s stated intent, from his first day on the NCUA board, to build a larger fund. His proposals would abandon legislative guardrails and add premiums as a regular option to expand the fund’s size relative to credit union risk.

There is nothing in the NCUSIF history that would support this desire for a larger fund.  The Fund has performed though multiple economic cycles and financial crises that forced the FDIC to resort to multiple special premiums.  The FDIC has no cap on how large its fund can be relative to its insured risk.

The downside of the NCUSIF’s financial success is that it has become a “piggy bank” from which NCUA draws increasing amounts to pay for its expanding operating budgets.  Instead of paying for insurance losses, the majority of fund revenue is used for NCUA’s operating expense.  This overhead transfer rate is currently 62.4 %, even though federally chartered credit unions are only 50%  of insured risk.

The legislative constraints that are a part of the redesign passed in 1984 were to address credit unions’ fundamental concerns with an open-ended perpetual deposit underwriting commitment.  The apprehension was: “If we just keep sending 1% of deposit to NCUA every year, what prevents them from just spending it.”

  1. If Congress were to change how FDIC insurance coverage is based, it won’t be a single action. Legislation will come with additional rules and regs, increased financials tests, and stronger regulatory powers for examiners and supervisors to mandate changes when deemed necessary.   There will be a significant regulatory quid pro quo if coverage is changed.

Credit unions, who in their own analysis, say they are unlike banks, would become a part of this new regulatory avalanche.  One need only think back to 1998 when bank PCA was mandated by the Credit Union Membership Access Act which had nothing to do with the Act’s primary FOM issue.  But it was included, saddling credit unions with PCA (RBC/CCULR) requirements  in 2022  that NCUA cloned from the banking regulator’s rules.

  1. Should credit unions individually or in certain circumstances believe additional share insurance coverage is desirable, options already exist. In Massachusetts, state charters must cover 100% of their savings.  Amounts above the NCUSIF are insured by MSIC.                                                                            In multiple other states,  American Share Insurance offers additional coverage above the NCUSIF which credit unions can purchase.  These are options credit unions can design to  fit their own circumstances.  NCUSIF insurance coverage is based on the principle that one size fits all.
  2. If the recent banking failures cause a change to FDIC coverage, one of the factors is the market accountability publicly traded banks face. Market short sales can convert temporary problems into more serious runs.   Credit unions do not have this market accountability.  They also are not required to have the same public transparency required in SEC 10-Q and other filings for shareholders.

An Opportunity to Demonstrate the Cooperative Difference

For credit unions the debate on insurance coverage should be an opportunity to substantiate the differences and soundness of the NCUSIF,  and its extraordinary record of success since 1984.   Before that time, the NCUSIF did follow the FDIC model.   As an FDIC financial twin over two decades, the NCUSIF never came close to achieving the legislative goal of a 1% fund.  This was even after using double premiums, the only option available, for several years.

A major risk to credit unions is a NCUSIF-managed Fund without an awareness by leaders of its differences and why these matter.   The changes requested by Chairman Harper not only abandon the explicit legislative guarantees made to credit unions in return for their perpetual 1% underwriting in 1984. It would most certainly entail more FDIC look alike regulations.

Here is Chairman Harper’s request to Congress this week:

If Congress does decide to act in this area, the NCUA has two requests. The first is to maintain parity between the share insurance provided by the NCUA and the deposit insurance provided by the FDIC. Share and deposit insurance parity ensures that consumers receive the same level of protection against losses regardless of their financial institution’s charter type.

And second, if coverage levels are adjusted in any way, there will be costs associated with those adjustments, such as the need to increase reserves. Accordingly, the NCUA requests additional flexibility for administering the Share Insurance Fund.

Specifically, the NCUA requests amending the Federal Credit Union Act to remove the 1.50-percent ceiling from the current statutory definition of “normal operating level,” which limits the ability of the Board to establish a higher normal operating level for the Share Insurance Fund. Congress should also remove the limitations on assessing Share Insurance Fund premiums when the equity ratio of the Share Insurance Fund is greater than 1.30 percent and if the premium charged exceeds the amount necessary to restore the equity ratio to 1.30 percent.25

Together, these amendments would bring the NCUA’s statutory authority over the Share Insurance Fund more in line with the FDIC’s authority as it relates to administering the Deposit Insurance Fund. These amendments would also better enable the NCUA Board to proactively manage the Share Insurance Fund by building reserves during economic upturns so that sufficient money is available during economic downturns.

In sum, insurance parity is a false objective based on contradictory logic and a failure to understand the cooperative financial model.  Credit unions should be careful what they wish for.

As one former NCUA Chair observed, the greatest threat to credit unions is parity.

Never Ending Challenge

Posted on

First Lessons from a Credit Union’s CUSO’s Public Offering

Within 90 days of Safe Harbor, Colorado Partner Credit Union’s CUSO subsidiary becoming a public company, the December 2022 financial result showed a negative retained earnings of $39.7 million.

The company’s stock has fallen from a peak of over $10 per share in October 2022 to close at $.39 yesterday.  Auditors have raised a going concern footnote as a result of its December 2020 financial position.

Partner Colorado Credit Union the CUSO’s founder and owner, has restructured  its initial sale terms of $185 million in cash and stock.  This resulted in PCCU recording a $44 million dollar loss in the March quarter, to offset the gains from the sale recognized in the 4th quarter of 2022.

Except for ongoing revenue from its operating service agreements with SHFS, the credit union has yet to receive any payments from this sale closed in September 2022.

How could such an initial optimistic announcement turn south so quickly?

No one knows how this start up effort to transform a private, relatively small Fintech front-end platform for introducing cannabis related businesses (CRB’s) to financial partners will turn out.

However, CPCU’s effort to tap into the public market’s fervor for “Fin Tech-Cannabis” related startups has  multiple lessons for credit unions. One can see possible parallels in the continued interest and fund raising today in credit union for FinTech labeled businesses.

Is the Startup Scalable?

One topic is  scalability. Safe Harbor was started in 2015 with the full support of all of CPCU’s operational capabilities, especially branches.

The credit union offices were able to open accounts, receive cash deposits, make loans and provide transaction services.   Is this geographically based start up model scalable outside the jointly operated locally-incubated context?

Is the compliance process and technology support so unique, that other local financial institutions and FinTechs would be unable to develop their own capabilities?

“At the end of last year, there were 168 credit unions, 479 banks and 126 non-depository institutions that were serving marijuana-related businesses, according to FinCEN.”  (CU Times)

No Free Market

One observation at this stage is that there is no “free” market.  The credit union is learning that a private firm using the SPAC process has to “pay to play” to become publicly traded.

Reviewing some disclosures form the May 2023, 10-Q SEC filing suggest why this is the situation.

The first is to note that this sale was structured as Safe Harbor buying out the NLIT SPAC, not the reverse as suggested in the $185 million announcement.

Secondly it is impossible to tell which investors got paid what in this transaction.  Certainly the brokers, accountants, lawyers and other facilitators were paid fees.  But which SPAC shareholders were paid what return?

What is known is that the seller, CPCU, has not received anything from the sale.  Moreover It has converted a significant amount of the debt portion to stock and extended the much reduced debt payments further out.

The new entity’s first major transaction was to acquire in November 2022 another cannabis business for $30 million in  stock and cash.  The tangible assets in this acquisition were minimal.  The contribution to immediate earnings, unstated. It would seem to be a transaction negotiated  before the full financial impact of the CPCU sale was known.

SHFS continues to compare in its filings the current financials with its pre-public  quarterly results. This previous financial performance, under the credit union’s auspices, reveals a very modest business, albeit, with a positive financial bottom line.

The Impact on CPCU

The credit union appears well capitalized.  The cannabis business relationships from SHFS are important. About $35-40% of its deposit base appears to be from CRB’s-much probably  held in share draft accounts.

Prior to the public sale, CPCU recorded its CUSO investment at $8.0 million.  To date the credit union has not received any of payments, including the $3,143,388 in cash and equivalents held by Safe Harbor prior to the sale.

As stated throughout the SEC filings, CPCU is the SHFS’s primary banking partner.. “Currently the Company substantially relies on PCCU to hold customer deposits and fund its originated loans. As of this time, substantially all of the Company’s revenue is generated by deposits and loans hosted by its PCCU pursuant to various services agreements.”

Concentration limits for the deployment of loans are further categorized as i) real estate secured, ii) construction, iii) unsecured and iv) mixed collateral with each category limited to a percentage of PCCU’s net worth. In addition, loans to any one borrower or group of associated borrowers are limited by applicable National Credit Union Association regulations to the greater of $100,000 or 15% of PCCU’s net worth.  Page 27

Further disclosures show that the credit union has limits on the amounts of total CRB related loans it will hold as part of its service agreements:  PCCU’s Board of Directors has approved aggregate lending limits at the lessor of 1.3125 times PCCU’s net worth or 60% of total CRB deposits.

CRB deposit limits: (page 27) Under the Support Services Agreement PCCU will continue to allow its ratio of CRB-related deposits to total assets up to 65% unless otherwise dictated by regulatory, regulator or policy requirements. Actual CRB deposits  at March 31, 2023  $214 million and $161 at December 31, 2022.

CPCU’s CEO and CFO are members of SHFS board; the credit union owns 55% of the voting stock from the restructuring.  The credit union’s current operations certainly benefit from SHFS’s clients apart from what may be received from the sale of the CUSO.

The Transparency Opportunity

SHFS’s SEC filings provide many details of its business history and financial twists and turns. The latest 10-Q filed May 15, 2023 can be found here; and the definitive proxy statement  Schedule 14 A, filed April 23, 2023 for the firm’s annual meeting is here.

Two financial questions are partially answered in these documents.  If the SPAC held $100 million in cash, how did the working capital become so depleted by yearend?   How did the SHFS end up with  over $39.7  million  in negative retained earnings at December 2022  requiring the complete restructuring of the transaction with CPCU?

Below are some excerpts from these documents.   The story is complex.  There is  not a single narrative point of view as the filings show different elements of the financials in various footnotes.

I have selected some to illustrate  the information available.  There is both quantitative and qualitative (business risk factors) information provided.

One positive note that may bode well for the future is that Safe Harbor’s web site and links are one of the most comprehensive examples of transparency I have reviewed.  The stock valuation information is detailed both currently and historically.  All of the required SEC and financial reports can be accessed on line at SHFS website.

On its investor relations page the firm makes this commitment: Safe Harbor Financial (Nasdaq: SHFS) seeks to enhance shareholder value not only through exceptional business performance and practices, but also through responsible and effective communication with its shareholders. The latest company information relevant to the individual and institutional investor includes stock price and history, upcoming events and presentations and financial documents. Safe Harbor Financial trades on the Nasdaq under the ticker symbol SHFS.

That is an example credit unions should totally embrace as well.

Selected Excerpts from SEC 10-Q filings

(emphasis added)

From Note 3, the Business Combination detailed in Note 1 above was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, NLIT  (the SPAC) was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of SHF issuing shares for the net assets of NLIT, accompanied by a recapitalization.

For tax purposes, the transaction is treated as a taxable asset acquisition, resulting in an estimated tax basis Goodwill balance of $44,102,572, creating a deferred tax asset reported as Additional Paid-in Capital in the equity section of the balance sheet as of the date of the business combination.

In November, 2022 SHFS acquired Abaca together with its proprietary financial technology platform in exchange for $30,000,000, paid in a combination of cash and shares of the Company.

The November press release stated:  the acquisition increases Safe Harbor’s customer base to include more than 11,000 unique depository accounts across 40 states and U.S. territories; adds Abaca’s fintech platform to Safe Harbor’s existing technology; increases Safe Harbor’s financial institution client relationships and access to balance sheet capacity to five unique financial institutions strategically located across the United States ; increases Safe Harbor’s projected monthly revenue by approximately 40%; increases Safe Harbor’s lending capacity; and nearly doubles Safe Harbor’s team, adding to the existing talent pool of the cannabis industry’s foremost financial services and financial technology experts.  (note 4 10-Q provides the fair value presentation for the transaction page 20)

Page 20 in the 10-Q shows what NLIT’s fair value assets it offered to support the $185 million CPCU purchase valuation.  The key point is that $80 million was held in shares subject to possible redemption and the remaining cash of $19 million was held in trust.

It is not clear how many common A shares were redeemed, or how the money in trust was used.  The result is that at December 2022 SHFS had only $8 million in cash and negative working capital (current assets less current liabilities)  of  $39 million.

The details of the restructure of the $185 million for CPCU was reported  on March 23, 2023.  Page 26 shows that exchange of debt for common stock resulted in $38.4 million for issuance of common shares.  These are subject to a Lockup agreement restricting their sale.

Also CPCU acquired a first lien on all of the company’s assets as a result of the restructure. SHFS issued a five-year Senior Secured Promissory Note (the “Note”) in the principal amount of $14,500,000 bearing interest at the rate of 4.25% and a Security Agreement pursuant to which the Company will grant, as collateral for the Note, a first priority security interest in substantially all of the assets of the Company.

Contributing to the loss in 2022 from note 17 Forward Purchase Agreement page 35:

The trading value of the common stock combined with preferred shareholders electing to convert their preferred shares to common stock triggered a lower reset price embedded in the forward purchase agreement, or FPA. As of December 31, 2022, the Company had already called a special meeting to lower the make-whole price under the preferred share purchase agreement to $1.25/share. . . These events significantly reduced the FPA receivable to approximately $4.6 million, from approximately $37.9 million reported at the end of the September 2022 quarter. The loss in value resulted not only in a compression of the balance sheet, but also $42.3 million charge to other expense on the statement of operations in the fourth quarter of 2022.

At March 30, 2023, SHFS’s balance sheet shows negative retained earnings of $47 million offset by $91 million of additional paid in capital from the restructure of the $180 million initial terms and other stock transactions.

81% of SHFS’s March 2023, $89 million  assets are $19 million in goodwill, $10.2 intangible and a deferred tax asset of $42.6 million.