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Why the Past Matters Today

Recently I posted two blogs that lifted stories Jeff Farver, a former credit union CEO turnaround artist, wrote for his family and friends about his career.

In three multi-year workouts, two as CEO, he saved these credit unions from liquidation. He did so in partnership with the NCUA who recognized his talents and innovative approach to resolutions. For example, his Good CU and Bad CU distinction and his ability to fashion a long term plan.

Credit union difficulties in New York City are continuing front page news.

Regret Yet Contentment

At the end of his short history, Jeff added this paragraph:

One of my regrets in retirement is the loss of fellowship with my fellow Credit union CEO’s, but especially those who were problem solvers, risk takers and cooperative adventurers. As I reflect on my career, I must acknowledge how those past successes have led to my positive outlook on the future and self-esteem and contentment.

The Regret that Should Inform Us All

Today NCUA and state regulators struggle with how to resolve problem situations. The instinct is to want them to go away. Merge them so someone else with excess capital can figure out what to do. Or in harder cases, just spend money to make the problem disappear—the most expensive and destructive option of all. Moreover, members don’t vanish when a credit union is liquidated, as we see in the example of NCUA’s mishandled taxi medallion liquidations.

Jeff knew that turnarounds were not a math problem to achieve the right net worth result. Competent leadership was the key. Like life itself, effective management takes multiple paths for success and flexibility for changing circumstances.

Jeff was not the only workout road warrior for the cooperative system. Other names that come to mind then and today include: Jim Ray (now deceased), Gordon Dames (former NCUA examiner), Don McKinnon, Bill Connors, Andy Hunter, John Tippets and Steve Winninger.

And it was not just RD John Ruffin but a whole class of NCUA Regional Directors who became partners with credit union workout leaders. These senior NCUA managers encouraged turnarounds not simply ending charters. Dozens of CEOs also persevered often in the face of irrational NCUA demands to downsize. They resisted the demand to shrink until the remaining capital was sufficient to meet a net worth ratio goal, but maybe not sustainable for the long term.

The Key Success Factor in CU Turnarounds

The key success factor in resolving the inevitable problems credit unions will encounter is wise leadership. When this wisdom is lacking, replaced by panic or fear for one’s reputation, then responding effectively to problems is literally short-changed. Every NCUA  response becomes a nail to be hit with a hammer, until it disappears into the wood.

Jeff characterizes the qualities needed “problem solvers, risk takers and cooperative adventurers.” He laments their absence. He modeled these necessary capabilities. That is leaders informed by the lessons of the past and the ambition for resolving credit union challenges with sustainable solutions.

Thank you, Jeff, for your life of cooperative service. Hopefully your example will inspire others to emulate your venturing spirit.

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“A Time to Mourn…”

Today the NCUA announced the agency’s sale of over 4,500 credit union borrowers and their loans secured by taxi medallions. These loans, many from years of labor, represent the most important earning asset in these members’ lives. The purchaser was a financia hedge fund which specializes in buying distressed assets at fire sale prices.

There will be time to describe how morally corrupt this action is. This action by the agency supposed to protect members would seem right at place in a Dickens novel about debtors’ prisons. Or more apropos to the pre-credit union era when consumers’ primary source of credit was loan sharks.

But for the moment, a reflection from Proverbs 24:

If you faint in the day of adversity, your strength being small;
If you hold back from rescuing those taken away to death,
Those who go staggering to the slaughter;
If you say, “Look, we did not know this”—
Does not he who weighs the heart perceive it?
Does not he who keeps watch over your soul know it?
And will he not repay all according to their deeds?

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War Stories or How Creative Leaders Save Credit Unions: Part 2

“History is not the past. History is the present. We carry our history with us.” -James Baldwin

Part I ended with the investment manager who engineered the workout at Eglin having to find a new job. (link to Part I)

I am skipping his next workout story to go to the biggest, most difficult challenge: saving a large troubled, insolvent credit union when economic times were relatively stable.

The Challenge: In his Own Words

In early 1990, John Ruffin and Henry Garcia came back into my life by requesting me to interview for the CEO position of San Antonio FCU. John was the NCUA Austin Regional Director and Henry was his Senior Special Actions Officer. This time I asked for three years of Annual Statements of condition and yearly income and expense.

Those financials did not show the TRUE numbers for SAFCU. However, my EGO was tempted to take on another work-out if the rewards were worth it. But I loved living in Chattanooga and my family also loved it. The only concern I had was the private school cost to educate my three children and the future cost of sending them to college.

I turned down Henry G. at least two times and then he told me John Ruffin was in three days going to drive from Atlanta, where he was visiting family, to Chattanooga to interview me. My prep work was to find out what large CU’s CEOs were on average being paid and I found that the top 10% average was $200,000 a year.

So, when John arrived and made his pitch, I was prepared to ask for three things.

  • First, If I accepted John and the Regional Office staff would become my and my team’s partners in this SAFCU turnaround.
  • Second, in this high-risk challenge I wanted to be paid equal to the top 10% CU CEO’s average annual compensation of $200,000.
  • Third, I wanted some “bonus” opportunities if I was successful. I asked if negative equity was improved to zero or positive, I would want a bonus of 1 year’s compensation. If total Capital equaled 4% of risk assets, I wanted a bonus of 1 year’s compensation. Finally, when total capital equaled 6% of total assets, I wanted a bonus of 1 year’s compensation.

John agreed to my requests and I reported to duty July 25th, 1990. It took my first 90 days to identify how bad the pain and the problem really was.

I found $110 million of commercial loans, the worst of the worst, after NCUA’s ALMC purchased at par $75 million. Then we began getting appraisals and to the best of our ability to establish what the allowance for loan losses (ALL) funding should really be. After the completion of this process we determined that SAFCU was $36 million insolvent after funding of the ALL.

The commercial portfolio was the disaster, but I found a jewel in beginnings of a robust indirect lending program that would allow me and my team to grow quality earning assets with short durations.

Working with the Austin Region we began crafting a letter of understanding and agreement (LUA) that included the ability to earn out (retain) $25 million in NCUA capital notes. I can’t recall the thresholds to fund the capital notes but within 18 months we were fully funded and had removed the negative equity.

I noted that in a workout the CU staff always expects the worst to happen. In fact, six months before I was hired, the previous CEO had eliminated and fired over 100 SAFCU staff members. It would take time for the economy, Texas oil prices, and local real estate values to recover for SAFCU to liquidate at a reasonable price the commercial loans and the collateral we had repossessed securing them.

My workout tactic was to take the CU’s financial statements and income and expense and create a Good Cu and a Bad CU financial statements. By doing this I could show progress to my CU staff as well as NCUA Regional and Washington Staffs.

I then challenged my Indirect Lending staffs to increase loan production by an annual 20% increase for the first year and 30% year two and finally by year three, doubling our annual indirect vehicle loan production.

The tactic I used for working out the commercial loans and repossessed real estate was managed by this guidance: “Reduce the commercial loans and repossessed collateral as fast as possible with the least loss.”

I said “No” to sales where the price was extremely low, and I waited for an improving market. Likewise, we saw appraisals per square foot costs were lower than the costs of new construction were per square foot. Simply said, someone wanting office space could buy it cheaper than building it new.

The preceding were the core tactics to encourage the turn around. Add to them hiring freezes, cooperative ventures to share costs, zero based budgeting and extreme cost cutting while not cutting service to members.

His Appraisal

Did it work? Well I earned my first capital improvement bonus in 1993; the second capital Improvement bonus in 1994 and the third and final bonus in 1996.

When I retired at the end of 2011, SAFCU’s Capital was $254 million and the total assets $2.9 Billion.

The financial turn arounds success, while great for me, also impacted others. The continuance of the financial health of these credit union meant that their members could be served and provided fair priced and valued financial services If the three credit unions had been liquidated during the time that S&L’s were being closed, I estimate that the losses to the NCUA Share Insurance fund would have been close to $250 million.

My greatest career satisfaction was mentoring nine future credit union CEO’s. Two or three of them after a stint in dealing with Board members switched to other career paths. Also, as of the as of December 2019, four of my mentees have retired, and three are active Credit Union CEO’s.

Footnote: Today San Antonio FCU is renamed Credit Human. It serves 233,110 members with 787 full time equivalent employees, in 20 branches and managing $3.2 billion in assets. The net worth ratio is 11.1%

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War Stories or How Creative Leaders Save Credit Unions: Part 1

“History is not the past. History is the present. We carry our history with us.” -James Baldwin

From 1978 through 1982, the US economy went through a financial wringer.

The precipitating event was the rise in oil prices that threw all 20th century assumptions about financial markets into doubt.

Double digit inflation and interest rates arrived at the end of the decade. They were the components of Reagan’s misery index which he used in the 1980 campaign to characterize the incumbent President Jimmy Carter’s economic results.

The Impact on Credit Unions

Credit unions were struggling mightily in this unprecedented interest rate environment. Most states and federal credit unions had a 12% usury loan ceiling in the law. Likewise, FCUs and most state charters were limited by regulation as to the rates they could pay on savings. These limits were based on long standing market assumptions that were being upended.

The balance sheet management problems were acute. Member savings were flowing out the door to money market mutual funds which passed to consumers the rising market rates. As rates soared to double digits, mutual funds and other securities such as Treasuries which paid these unprecedented rates, were draining {disintermediating} the accounts of insured depository institutions.

The cooperative systems liquidity safety net, the CLF had just been passed by congress but was still in formation. Credit unions were not eligible to join either the Fed or the FHLB systems. The Corporate network was still coming together and did not yet have a strong point of focus subsequently brought by US Central.

Moreover, both loans and savings accounts at credit unions were much simpler than several decades later. Savings were in a regular (passbook) account or short-term CDs. No share drafts. Most loans were short term unsecured personal or auto borrowings.

But the most pressing problem was that a number of large credit union balance sheets were loaded down with long term, fixed rate securities, primarily GNMA 8’s. These were mortgage backed investments offered at 8%, a yield no one ever expected rates on short term savings to exceed. The spread seemed locked in. Yet in the late 1970s overnight rates were in double digits. All fixed income securities market values were under water, and there seemed to be no way out of the interest rate (income) squeeze and the liquidity challenge, except failure.

Into this economic maelstrom stepped a 32-year-old, former First Lt in the US Army who left in 1970. His first civilian experience was managing an investment portfolio and retail branch for an S&L during this time of rising rates from 1973-1978.

His First Turnaround of the 5th largest FCU-In his words

In December 1978, a lawyer friend asked me if I would apply and interview for Eglin FCU’s (EFCU) Investment Director. At the time EFCU was the largest financial institution in Fort Walton Beach.

What closed the deal is when FCU’s GM offered me $24,000 a year which was $2,000 more than I was making. However, I did not do any due diligence on the financials and or problems that led to the firing of the former CEO. Further, three years earlier they had built a four-story office tower, 100,000 sq. ft., with inland waterway access and a view of the Gulf of Mexico. Finally, in my former job as a banker we had to compete with EFCU’s 6% annual share dividend.

When I got to EFCU (age 32) I found that the $150 million asset CU, had $40 million borrowing as reverse repo using $50 million of Federal Agency MBS investments as collateral. $90 million of total loans and under $5 million of daily liquidity. The real liquidity kicker was EFCU had $100 million of unfunded future forward contracts to purchase GNMA’s or FNMA’s MBS.

As of January 1979, the market loss on the funded portfolio was approximately $10 million and the loss on the forward contracts were an additional $20 million. Note the mark to market pricing in January averaged 20% principal loss but by July 1979 this had increased to 35% of the par value.

July 1979 NCUA comes in and removes the General Manager and tells the Assistant General Manager that he had until year end to find another job. One month later, EFCU with the agreement of the Atlanta Regional Director hires an Alabama League Staffer, Jim Appleton. He and I then begin the back and forth with the Special Actions Examiner called John Ruffin (who later became an NCUA Regional Director).

In those days it was common that step one was to lower the share dividend, step two was to liquidate the “bad/underwater” assets. However, NCUA did not have any experience in dealing with liquidating long-term assets which had declined in value in a rising interest rate scenario.

The GM and I went to Washington and we pitched a unique Letter of Understanding and Agreement. Instead of selling out at the moment with the losses locked in, I crafted a workout plan. We would take the total of MBS on EFCU’s books plus the total of unfunded forward MBS and divided it by 30 months. That amount was the “required’ MBS sales per month. If market values declined 1% or more, we were required to sell 1.5 times the required sell. If market values rose 1% or more, we were allowed to sell ½ of the required sales.

With luck and favorable markets, I was able to liquidate all of the on-book investments plus the forward MBS contract and pay off the debt of the reverse repos by November 1980. Note we took capital losses but EFCU never went insolvent. Given the EFCU was the 5th largest FCU and one of the worst financially troubled NCUA insured CU; I had solved their investment and borrowing problem.

The Reward

Then I had an unexpected surprise, the General Manager told me since we no longer had any investments, he no longer needed my services but there was a Credit Union in Tennessee that was looking for a new GM.

But that is for another blog.

Footnote: At December 31, 2019 Eglin FCU served 121,309 members with 347 “full time equivalent” employees, $2.05 billion in assets and a net worth ratio of 12.3%.

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An Opportunity for the NCUA Board to Do the Right Thing

Over the past two months, the plight of the 3,500 borrowers secured by taxi medallions has been on many political leaders’ minds.

Members of Congress, the New York City Council, the union representing the taxi drivers, CUNA and three credit union leagues have all written or spoken up asking NCUA to do what is in the borrowers’ best interests. They have all sought a collaborative solution with the borrowers, not an outright sale of the portfolio.

In January, several dozen driver-borrowers showed up at the NCUA’s monthly board meeting to present their case firsthand. NCUA has met with the union’s representatives but has given no information about the portfolio’s size and composition, the options being considered and the agency’s criteria for seeking a change from the current outsourced collection effort.

This is the NCUA Board’s Decision

The Federal Credit Union Act explicitly states that the “Administration (of NCUA) shall be under the management of the NCUA Board.” While the current three appointees may prefer to opine about broad policy issues from cyber security to consumer protection, their day job is to ensure the Agency is properly managed.

Most immediately this decision about the fate of the borrower members from Melrose/LOMTO’s liquidations is on their desks. The responsibility cannot be delegated to some staff or committee. The identification of reasonable options and then selecting what is in the members’ best interests for the future of this portfolio loans is in their hands.

A Solution in Everyone’s Interests-Available Now

The credit union press reports that NCUA has put the loans out for bid. It is no secret that hedge funds have been buying up New York medallions at auction for cash. These firms are risk taking vulture investors, bidding at liquidation prices, seeking an extraordinary return. They do this by squeezing borrowers further or by flipping the security to individuals who understand the medallions’ economic value when used to operate a taxi business.

There is good news however. An immediate and proven solution is readily available that if used, would be a win-win for everyone who has expressed an interest. It would give borrowers a chance to earn out the collateral’s economic value, provide significant upside recovery for NCUA, and most importantly, demonstrate the unique capabilities of the cooperative model.

This solution is a CUSO. The entity is 100% credit union owned, a 24 by 7 operation with call center, lending experts and decades long experience in the administration of taxi financing whether on balance sheet or participations. It has the resources and capacity to provide a solution that is visible, accountable and most importantly sustainable, whatever the time period required to work through the portfolios.

For the board not to be aware of or to have a proposal from this proven industry resource would be at best negligent, if not at worst, a total dereliction of duty.

Why This Solution Makes Sense

  1. It is in the borrowers’ interest to have these members’ loan administration overseen by an entity whose sole purpose is serving the credit union system. The unique coop values, capabilities and design are a part of a CUSO’s DNA. NCUA’s responsibility extends to all members not just those with savings. Selling members’ loans to profit maximizing firms violates the board’s fiduciary duties to these member-owners. After all the name of the financial cooperative is CREDIT UNION.
  2. The CUSO approach harvests the financial upside in the situation. Medallions are a license to run a small business. It is an income earning asset for borrowers, not a sterile security waiting for turns in market rates. The last call reports filed by NCUA’s conservators at Melrose and LOMTO showed a combined negative deficit of $150 million. When liquidated in the following quarter, NCUA recorded a $745 million NCUSIF expense against the allowance account. It is fair to suggest the maximum losses have been fully recognized. The potential for recoveries is highly probable if managed by an entity willing to stay the course to do so.
  3. The downside risk is minimal. The argument that the taxi business will exist no longer and instead be overtaking by various ride hailing services is being undermined with each passing quarter. Both Lyft and Uber lose money on every ride today. Neither has ever made a profit and both keep projecting years into the future when that might occur.

Every community in which these services operates now understands they are in the “public transportation business” and is moving to initiate or improve regulation. Licensing fees, taxes, congestion limits and even employment practices are a few of the changes imposed. These regulatory intrusions are eroding the entry pricing tactic of undercutting the regulated taxi pricing used by these market newcomers.

Instead of reducing traffic congestion, ride services are increasing it in city after city. (“Ride-Hail Utopia Got Stuck in Traffic” WSJ Feb 15, ’20, pg. B1) California has passed legislation effective this year that classifies drivers as employees with the accompanying benefits paid by the parent service.

City taxi regulators are modifying their practices on pricing, license fees and other regulations to give their local options a better competitive position. In one city the local drivers created a platform, ride hailing application that mimicked the convenience of the national startups.

The platform, ride share services have disrupted the traditional, locally regulated and metered-set-price approach of the taxi industry. City by city taxi regulators and operators are adjusting to remain viable.

What is not clear is whether the innovating, disruptive, nationally focused ride hailing options are sustainable. As the dominant players are now both public companies with investors wanting to see profitability, their future is uncertain. Could one or both end up becoming more “We Work” reorganization case studies?

The Three Board Members Policy Priorities

Each NCUA board member has stated a core policy/decision making focus in recent public comments.

For Harper it is consumer protection, making sure members are treated fairly.

For McWatters, it is being guided by what the law says. The purpose of the Act states, “credit union means a cooperative organization for promoting thrift and creating a source of credit for provident and productive purposes.”

For Hood it is diversity and financial inclusion. Has he witnessed a more diverse group seeking financial inclusion than the drivers sitting before him at the January board meeting?

The NCUA and credit unions need a positive example of the cooperative difference for the general public. Washington and many outside the city doubt the ability of their DC based leaders to develop collaborative solutions. This is an opportunity to demonstrate the unique capabilities of the cooperative system.

Every loan portfolio option will have pros and cons. It may seem easier for the NCUA board to wash their hands, selling out to the highest bidder, who may then ask for a guarantee to protect their downside. But it would seem illogical to convert these long-term, income producing loan assets into immediate cash for an insurance fund already bulging with over $16 billion in liquid investments. At best, these new cash assets might earn 1.5% per year.

All assets go through cycles of value. Some assets such as undeveloped land, or foreclosed business premises and equipment, have no economic upside until someone is willing to invest more time and resources to make them productive.

A loan to an operator/owner of a taxi medallion is an earning asset today. The value will fluctuate depending on many factors, but the income stream can be forecast and monitored monthly or even daily if needed. All that is required is a loan administrator willing to be responsive to changing circumstances so that all parties can contribute their best efforts. For the driver-borrower it is sweat equity.

A Precedent

The September 2019 AME financial statements (latest posted by NCUA) show that there will be a distribution of $3 billion or more to the member shareholders of four liquidated corporates. Only WesCorp members are without recovery so far. This amount is on top of the $3.1 billion surplus NCUSIF took in from the TCCUSF “merger” In September 2017. The NCUSIF also continues to collect the investment earnings on the TCCUSF merged assets as well as the NGN guarantee fees. This $6.1 billion and still increasing surplus is after NCUA has spent over $4 billion in out of pocket expense (not losses on investments) administering the legacy assets.

This $6.1 billion positive net income contrasts with NCUA’s loss projections for credit unions that would exceed $16 billion. A $22 billion forecasting error! Whether there should even have been liquidations of four corporates is a topic for another day. This example does prove the benefits of patient problem resolution versus the costs of cutting and running by disposing earning assets in a fire sale.

The Leadership Needed

The FCU Act says little about the role of the Chairman in managing the Administration (NCUA). It does say that the person “shall be the spokesperson”. . . “shall represent the board in its official relations with branches of government” . . .and “shall determine each Board member’s area of responsibility.”

As Chairman Hood considers his leadership on this issue, he may want to remind everyone of his words in November 2019 on financial inclusion:

When we talk about the need for diversity, equity and inclusion, I want these principles to be viewed as forces that bring us together. Diversity, equity, and inclusion should be sources of enrichment, strength and unity, not division.

Simply put, the commitment to diversity, inclusion, and equity must be part of this industry’s cherished value of “people helping people.”

Peter Drucker believed, and I quote, that “Unless commitment is made, there are only promises and hopes — but no plans.” He said, “Plans are only good intentions unless they degenerate into hard work.”

The next step forward is to affirm that commitment by creating the plans that will bring those promises and hopes to fruition — and then start the hard work of making these aspirations a reality.

Chairman Hood, are you ready to start the hard work of making these aspirations a reality for these member borrowers whose future inclusion comes from driving taxis?

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What Credit Unions Can Learn from the Passage of the 19th Amendment Guaranteeing Women the Right to Vote

The progressive period of American history (roughly 1880-1920) was a time of reform at all levels of government. This exciting era saw the passage of civil service reform, national forest preservation, new bureaus for regulation of business and monopolies, limits on campaign finance, the establishment of the Federal reserve system, and the passage of four amendments to the constitution.

These four authorized the direct election of US Senators, the ability of Congress to levy an income tax, prohibition of the sale of intoxicating liquors, and universal women’s suffrage.

Credit unions also planted their roots in this period. The first credit union St Mary’s Bank was chartered in 1909. The follow-on efforts by Filene and others to build a cooperative credit system were a product of these progressive reform impulses.

There are two critical takeaways from the passage of the 19th amendment that are as vital today, as they were a century ago.

They are:

  1. One person can make a difference.
  2. States are the laboratory for change; Congressional legislation most often follows success from reforms proven at the state level.

Who is Harry Burns?

The final ratification of the 19th amendment required 36 states’ approval for it to be added to the constitution. The final success would rest on one person’s vote in the Tennessee House of Representatives.

The amendment passed the Tennessee Senate in August of 1920 but was tabled in a 48-48 tie vote in the House. Harry Burns, at 24 years old, was the youngest House rep. He wore a red rose signifying his opposition to the amendment. When the vote came up for ratification it was expected to again tie and therefore fail.

Instead Harry changed his vote to Aye, and the 19th amendment was approved. What changed? The morning Harry’s mother, Phoebe, had sent a note reading:

“Hurrah, and vote for suffrage! Don’t keep them in doubt. I notice some of the speeches against. They were bitter. I have been watching to see how you stood but have not noticed anything yet.”

The next day Harry explained his vote for universal suffrage:

“I believe we had a moral and legal right to ratify. I know that a mother’s advice is always safest for her boy to follow and my mother wanted me to vote for ratification.”

Yes, one person can still make a difference. One mother, one son. The efforts of a generation are realized. A reminder for when we might be that one needed vote.

The States as Incubators for Change

A number of states gave women the right to vote before passage of the 19th amendment.

The first was the territorial legislature of the Wyoming Territory which granted women suffrage in 1869. On September 6, 1870, Louisa Ann Swain of Laramie, Wyoming became the first woman to cast a vote in a general election.

Other states included Utah, Colorado, Idaho, Washington, California, Oregon, Montana, Arizona, Kansas, Alaska, Illinois, North Dakota, Indiana, Nebraska, Michigan, Arkansas, New York, South Dakota, and Oklahoma.

The states were the proving ground for women’s political power to get legislatures to enact their suffrage rights.

Where Change Starts

One of the recurring themes in the 110 years of the cooperative system has been innovation implemented first in states, sometimes decades before adoption at the federal level. The 25-year head start in state credit union chartering gave Filene “facts on the ground” to convince Roosevelt and Treasury Secretary Morgenthau to support passage of the Federal Credit Union Act in 1934.

Other significant innovations begun in the state credit union system include:

  • Share drafts which were authorized for Rhode Island credit unions, as NOW accounts, a decade before the Monetary Control Act gave all credit unions the authority to have transaction accounts;
  • Share insurance was begun in Massachusetts and expanded to at least 16 state sponsored programs. The NCUSIF was legislated in 1971. Moreover, it was the state’s cooperative financial model, with the 1% deposit requirement, that was the basis for the capitalization of the NCUSIF in 1984;
  • Corporate credit unions evolved out of state “chapter” credit unions long before NCUA passed its first corporate rule distinguishing between a corporate and natural person charter;
  • Mortgage lending was permitted early on In multiple state credit union acts. Senator William Proxmire from Wisconsin noted in a hearing in 1984 that he received his first mortgage from a credit union in 1948. This power was not authorized for federal credit unions until 1977.
  • Credit union owned banks, needed for access to the country’s financial clearing and settlement networks, were formed in both Wisconsin (WISCUB) and Kansas.
  • The first CUSO’s were approved at the state level. In Pennsylvania, the data processing firm Users, owned by its member-users became one of the first large multistate CUSO’s
  • Most field of membership evolutions have been tested and proven first in the states. For example, every Rhode Island state charter could name a primary sponsor, but then add a catch all sentence to admit anyone who lived, worked or worshipped in the state.
  • From 1977 through 1981, the Illinois Director of Financial Institutions Ed Callahan implanted the policy of deregulation and overhauled the examination and supervisory capabilities to transition the state’s credit union system to the market driven world of today. In October 1981, Callahan became the NCUA Board’s second Chairman. The NCUA was the first federal regulator to embrace complete deregulation of savings in April 1982. Additionally, he reformed the agencies administration and activities to support the new supervisory challenges in this chapter of cooperative expansion.

The list goes on. Today, the importance of innovation in the state system is more vital than ever.

As NCUA seeks to dominate all credit union regulatory options via NCUSIF insurance, the one area pioneering new approaches are state licensed CUSOs. All CUSOs are organized under state law and, where applicable, regulation. Whether the firm’s structure is an Inc., a cooperative, an LLC, or even a non-profit, the “chartering’ is done by the state. While NCUA can limit investments in or loans to CUSOs, the state prescribes the organizational opportunity.

That is why in the current credit union system, the CUSO option, especially multi-owned CUSOs, are proving to be one of the most important arenas for startups, fintech initiatives, and third-party partnerships.

Cooperative history is filled with examples of industry leadership arising from the state system. In addition to the initial pioneering charters, other organizations include state associations and leagues, share insurance options, and the corporate network. As these onetime innovators lose momentum, new efforts provide renewed leadership.

Today it is CUSOs who capture the passion and entrepreneurial spirit every industry needs to continually reinvent itself. Going forward it may well be CUSO creativity that renews the cooperative charter so credit unions can again be seen as progressives known for leading in solving members’ most important needs.

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“I Won’t Die of Old Age”

These words are hand written on placards at a public demonstration. They are carried by children concerned about the future of the planet. Children crying out for our attention to confront the growing environmental crisis.

When our first child was born, I promised my wife that I would share the nighttime feeding duties. Every morning I would wake up and she would ask, didn’t you hear Lara crying? I had slept soundly; it was her mother who responded to the crying and got up. An event I seemed incapable of hearing.

Today children are crying out to the adults in the room about the most urgent crisis they perceive in their young lives. They are not encumbered by comfort and fruits of success. They bring a future perspective not clouded by present accomplishments.

They have become the salt of the earth and a light for many adults “in the room” but will we hear their call?

P.s. Have you ever wondered what your “carbon footprint” is?

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An Example of Regulatory Leadership in the 1977 MCU Conservatorship

In a recent blog reviewing the latest events in the May 2019 NCUA conservatorship of MCU, I suggested that the real problem was the failure of regulators, especially NCUA, to publicly explain their actions and intentions. The lack of transparency means that no one is taking responsibility for decisions made. Contrast this approach with the 1977 New York Times report on this earlier Municipal conservatorship.

Although insured by NCUA, Muriel Siebert, the banking regulator publicly stepped up and took charge of the situation.

In the excerpt from the New York Time’s article below, note her directness and actions with the credit union including:

  • Her transparency discussing the situation, including citing delinquency and board “struggles”
  • Her statement of full cooperation from the NCUA, including funding, if necessary
  • Her assurance of continuity of operations including paying a 6.5% share dividend
  • Her on site visit to the credit union’s main office and statement that the Department did not intend to retain possession
  • Her assurance there would be no wholesale layoffs of staff
  • The statement by New York’s mayor Beame extending his appreciation to the Regulator for protecting members interests

This is what leadership looks like: collaborative, goal specific and backed by personal commitment. The turnaround succeeded!

New York State Is Taking Over Municipal Credit Union in the City

(November 3, 1977)

Superintendent Siebert asserted that the credit union “is not insolvent and it has sufficient liquidity for us to be able to run it.”

She said that the union would be open for business as usual at 9 A.M. today and that “we will accept deposits, permit withdrawals and make loans to members as in the past.”

The Banking Superintendent said that the National Credit Union has assured her of full cooperation and that the national group would provide additional funds to run the Municipal Credit Union “should ;hat become necessary.”

She said also that the deposit insurance of up to $40,000 per account would continue “in full force and effect.”

The 60‐year‐old Municipal Credit Union has deposits of more than $120 million and has been paying its members quarterly dividends of 6½ percent. Miss Siebert said it was her intention “to correct the institution’s operating problems” and to continue to pay the usual dividend for the quarter ending Dec. 31.

In explaining the events that led to the takeover, Superintendent Siebert said that Ian examination of the credit union by her department early this year “disclosed an increased rate of loan delinquencies” and that “little was being done by the M.C.U. to collect these delinquent loans.”

Fights for Control Cited

Miss Siebert said the credit unions operations were also jeopardized because a struggle had been waged since 1972 for control of its board of directors. She pointed out that lawsuits had been brought by dissident members of the board and that all this had created problems involving the “effectiveness of management, personnel and various financial controls.”

Late yesterday, she visited the credit union in the Municipal Building at 156 William Street and told the staff there that her department “does not intend to retain possession of this credit union indefinitely.”

“We do not plan any wholesale layoffs of employes,” she said, although we do plan to make some reductions in staff which have already been recommended by our auditors.”

Mayor Beame issued a statement last night, which in part said: “I wish to extend my appreciation to the State Bank ing Department for moving promptly in this matter to protect the interests of the city employees who are members of the credit union.”

The Municipal Credit Union was chartered by the state in 1916 with 19 members.

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Municipal Credit Union (NYC) Reports $30 Million Net Income Gain in 4th Quarter

In a dramatic turnaround Municipal Credit Union (MCU) reported a $30 million reduction in its 2019 final year to date loss compared with its reported September 30 financial position.

$40 Million Improvement in Six Months

In the September 5300 call report, MCU’s bottom line was a $113.1 million loss. As of December, there was an improvement with a reported loss of only $82.7 million. This was on top of a $10 million-dollar gain from the June 2019 year to date loss of $123.3 million.

How is this dramatic $40 million turnaround in just six months possible? Is it too good to be true?

The short answer is Yes. It is neither true nor good.

Some Background

A brief summary of MCU’s situation from a November 2018 news article outlines the CEO’s embezzlement starting in 2013 to pay for addictions, his total compensation of $5.8 million in 2016, the removal of the Supervisory Committee and Board in 2018, followed by the appointment by New York’s Department of Financial Services of a former bank President and CFO Mark Ricca as CEO in October 2018.

At year-end 2018 MCU, led by the new CEO, reported a positive bottom line of $11.4 million, a net worth of 8% and a stable balance sheet with delinquency of 0.85% more than covered by an allowance account exceeding 228% of past due loans.

NCUA Conservatorship in May 2019

Then on May 17, 2019, NCUA took over the credit union and appointed Kay Woods as the CEO. Forty-five days later the credit union announced a year to date loss of $123 million versus the first quarter’s net income of a positive $2.9 million under the prior CEO.

There was no public discussion by the credit union or NCUA explaining this catastrophic loss. The lack of any reasons raises the question whether this was a hasty judgment or a predetermined action by NCUA. The result reduced the credit union’s 2019 mid-year net worth ratio to critically undercapitalized at 3.4% from well capitalized over 7%, 90 days earlier.

Even without any explanation, it did not take a forensic analyst to determine that NCUA’s new conservator had ended MCU’s defined benefit retirement plan and fully expensed the potential accounting deficit shown on the balance sheet as a negative $114 million at March 2019. This entry shown as other comprehensive income/loss has been reported on MCU’s balance sheet for over a decade.

The labor union representing 450 of the credit union’s employees confirmed this benefit cancellation had occurred and been replaced by a 401K defined contribution program in Local 153’s 2019 winter newsletter. The union’s contract had expired in January 2019. There has been no announcement of a new one.

How to Stage a $40 Million or More Turnaround

One way of capping a defined benefit plan’s future liability is to close it. This action will cause all employees covered under the plan to be 100% vested regardless of their vested status at the time of the closing.

The actuarial estimates of a plan’s future funding requirements do not require cash outlays until employees begin to draw benefits, which may be years or decades into the future. Closing the plan however, makes all covered employees fully vested in all earned benefits, regardless of years of service. This vested amount can be paid out if they leave employment instead of drawing the plan’s benefits for years after retiring.

Since the plan’s termination, employment has declined from 688 FTE equivalents to 523. In addition, the credit union announced in December that it was closing six more branches reducing total locations from 23 to 16 as of January 31, 2020.

As more employees will be asked to leave, each will be eligible to receive 100% of vested benefits in cash for rollover into another retirement program or an IRA. Individual lump sum payments will depend on length of service and level of compensation. However, the year-end average salary and benefit of $310,481 per employee (where the payout expense is recorded) suggests the average vested amounts are in excess of several hundred thousand per departure.

Every time an employee leaves, the payment reduces the actuarially projected shortfall of $114 million shown at March 31, 2019. That total assumed the plan’s on-going nature with liabilities projected from current employee staffing, their accumulated tenure and plan vesting schedules.

The $114 million write-down in the June quarter was an accrual estimate, presented as a loss using plan assumptions that were no longer valid since the plan had been terminated.

By presenting what is at best a misleading, and possibly false financial narrative, the credit union created a source to pay laid off and departing employees a “severance” (their 100% vested amount), a rationale for pushing back union contract demands, a reason for closing branches, and an urgency to dismantle the credit union’s operating capabilities, plank by plank.

Six months after the $123 “loss” was reported, the reversal of the accrued liability, appears to be $40 million and rising as layoffs continue. In fact, the $30 million 4th quarter improvement is due almost entirely to a correction of the earlier significant incorrect presentation of a future liability.

Downsizing Goes On

Currently MCU lists over 25 vacancies on its web job site. Branch closings continue. One has caused a landlord to initiate legal action against early termination. Korn Ferry has been hired to recruit a new Chief Human Resource Officer with “10-15 years’ experience” and one who is “willing to roll up their sleeves as needed.” The union’s latest newsletter said negotiations are still ongoing with no contract.

Lending to members has slowed by 40% from $773 million in total 2018 loan originations, to $465 million in 2019. Loan quality remains strong and delinquencies are still covered by more than 200% in an allowance account reserve. However, this lending slowdown could impair revenue for years to come.

What is the Real Problem?

If the $123 million “loss” was not really a loss, then what is the reason for the accounting manipulation?

Financial reports from prior years portray a credit union that on the surface was doing OK. The credit union avoided both the taxi medallion problems (2017-2019) and mortgage backed security crisis (2008/09). It had a balanced, growing loan portfolio and was serving many blue collar, middle income, civic and nonprofit employees in the New York City area. Chartered in 1916, it is New York’s oldest credit union and had previously survived a previous conservatorship in 1977.

However, news accounts stated that the CEO been supporting addiction habits via embezzlement since 2013. A supervisory committee member, board member and prior human resource executive, have been accused of helping with the wrongdoing.

In early 2018, the MCU board took the lead role for terminating MCU’s CFO, CHRO, and CEO based on investigations following receipt of DOJ subpoenas that alerted the directors to problems. After the board acted, and the investigations completed, they were then removed by the regulator.

The allegedly underfunded defined benefit plan was never an issue in these 2018 events. It had been openly shown in call reports for over a decade. MCU’s executive salaries and benefits, including the $6 million paid in 2016 to the CEO were disclosed in the required IRS 990 filings year after year. Both of these accounts should have been thoroughly reviewed by examiners.

The news reports and 5300 call reports suggest that the core issues, whether in 2018 or 2019 were in plain sight all along. Every year NCUA and DFS conduct joint exams with dozens of trained personnel on premises over many weeks. The credit union’s board and supervisory committee records are read, CEO compensation and any loans to executives/board members examined, MCU’s internal audits and the external CPA audit (including the future funding projections for the defined benefit) are all part of the exam process.

External Audit Issued During the Board’s CEO Investigation

The external audit as of December 2017, dated April 11, 2018 from Eisner Amper LLP provided the normal “clean” opinion of MCU’s financial position:

“In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Municipal Credit Union as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.”

Annual regulator exams cover all aspects of financial reporting, loan analysis, reserve adequacy, compliance and IT security, just to name some of the areas in a normal on-site review. As a $3 billion credit union, MCU should have been assigned NCUA’s most experienced examiners.

Either NCUA had not identified the CEO’s five-year scheme or was unable to resolve it. The MCU board’s removal occurred only after they terminated the three suspected “bad actors” in 2018. And it was one full year later that NCUA’s current conservator reported the “surprise” loss from the benefit plan termination.

Was the exaggerated loss, currently $40 million, NCUA’s way of creating a “financial emergency” to force their changes on the credit union? Was this an after the fact effort to divert attention from years of regulatory oversights enabling the CEO’s defalcations to go unnoticed?

Silence Creates Uncertainty, Erodes Confidence

What compounds the impression of accounting manipulation, is the continuing vacuum about NCUA and the conservator’s plans. Both have declined to talk to the press. Without transparency, anything goes. There is no accountability, no need to justify actions, no explanations of alternatives. Everything is done by force majeure, justified by an inflated expense recorded a full year after the board is removed with the regulator 100% in charge.

NCUA’s nineteen-month silence during these two separate events, and failure to provide a public spokesperson willing to take responsibility for the conservator’s actions and purpose, suggests that it is avoiding any discussion of its supervisory responsibilities. Instead it wants to point to a $123 million shiny object and reprise a two-year-old act of a confessed CEO embezzlement scheme. An embezzlement loss that should be fully recoverable from bond claims and restitution.

What’s Next?

The easy part is over. Anyone can knock a barn down. It takes a carpenter to build one. Restoring employee and member trust and morale is not achieved by merely showing an improving net worth or high ROA. A wrecking crew approach may remove obstacles to change, but it will also lead to unforeseen consequences when seeking persons to build a resilient future for MCU.

MCU’s financial progress is inevitable, for the credit union was showing ROA and reasonable growth before using the defined benefit plan cancellation as a hammer to justify downsizing and layoffs. Financial results matter, but the critical processes that will show if the situation is on the right track include:

  1. Restore meaningful input from the membership, both employee groups and individuals;
  2. Find long term senior managers/leaders who understand the requirements to build a sustainable organization with what is left of operations;
  3. A frequent and open reporting to all public stakeholders, with timely updates from both those running the credit union and NCUA/DFS who outsourced their oversight to those now operating in secret.

Why Transparency Matters the Most

This final step is in fact the most critical. NCUA has aided and abetted a false narrative of the credit union’s financial situation begun with its purported loss in June 2019.

Cooperatives are very different from for-profit financial firms. Ownership is held in commonwealth, not by individual stockholders. When regulators act without presenting their goals for public understanding, there is no accountability for those exposable for the situation.

When problems occur from external events or internal failings, all cooperative parties have an equal responsibility for resolving them: the credit union leadership and board, the regulators and third parties such as auditors and bonding companies all share oversight responsibility. Effective solutions require collaboration and respect for everyone’s role.

When one party operates unilaterally in secret, or attempts to put blame on another, then collaboration and positive resolution is replaced with scapegoating. Vital information and capabilities are lost. Options are unexamined. And the situation can quickly descend into a failing spiral that no person or team can reverse.

For what employee would want to trust their career prospects to a firm without a leader, with no governance process in place, no stated plan or goals, continuing uncertainty and loss of market confidence? But this is becoming the situation today. Instead of preserving value, NCUA’s actions are destroying the prospects for recovery. It needs to make its case otherwise in public as soon as possible, if it has one.

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