Category Archives: Securities regulation

“Great quarter, guys!”–the smarmy analyst refrain

September 4, 2012 By in earnings conference calls, Information for investors, Investment firms, Portfolio management, Securities regulation, Stock ideas Tags: , , , , Leave a comment

Bob

A few days ago, my friend Bob emailed me a link to a recent Wall Street Journal article commenting on the omega-dog behavior of brokerage house securities analysts on company conference calls.  The ultimate acknowledgment of this inferior status is the obsequious “Great quarter” comment.

A distant cousin is “Thank you for taking my question,”  which typically means “I know you control who gets to be heard on the call and I appreciate the status you’re granting me.”  It can also convey an undertone of irritation that the analyst has been denied this opportunity on previous calls, despite his obvious stature in the industry.  If so, the analyst is also implying (sometimes, to his regret) that management isn’t clever enough to pick this up.

my take on the sell side, and on earnings calls

Anyway, Bob’s email prompted me to write down these thoughts.

1.  The earnings release and conference call are, in the first instance, the straightforward way that publicly traded companies feel they meet disclosure requirements mandated by regulators.

At the same time, companies understand these are marketing opportunities as well.

Of course, management controls who gets to speak on the call–and it’s virtually always favorably inclined analysts who get the air time.  If you don’t believe this, read anything Mike Mayo has written about the securities industry.  For the better part of two decades he was blackballed by the major banks, not because he was an incompetent (he’s quite the opposite) but because he pointed out banks’ weaknesses and recommended selling their stocks.  Not only was he denied access to managements, but he was repeatedly fired from brokerage houses when firms he covered directed investment banking business elsewhere and when institutional investors who had large bank stock positions shifted their trading away.

No, being seen as the CEO’s boot-licking lapdog isn’t pretty.  Looking on the bright side, though, a lapdog has unparalleled access to his master–and that access is something institutional investors are willing to pay for.

2.  Securities analysts are deeply dependent on the managements of the companies they cover.  Investment banking business is only part of the story.  Will the CEO help an analyst burnish his reputation by attending a conference the analyst organizes or will he dispatch an IR person who will give a canned presentation that’s months old.  When the CEO or CFO travels to meet large institutional investors, will they let the analyst arrange the agenda and travel with them?  If the analyst has a question, will the CEO return his call?  How fast?  These are all factors an institutional investor considers in deciding how much he’s willing to pay an analyst for services.

Companies are also the primary source of industry information for almost every analyst.  Cutting off access to management is like taking away your internet connection.  That’s doubly true today when brokerage house research budgets have been pared to to bone and many laid-off analysts have been forced to open up shop on their own.

3.  The traditional communication system, of which many earnings conference calls are still a part, is broken.  When I was a rookie analyst, publicly listed firms would feed financial information to shareholders and interested investors through “tame” brokerage house securities analysts.  Many companies regarded analysts as quasi-employees whose job was to relay the info–untouched–to shareholders.  After all, everyone had to have a brokerage account.

Lots has changed since then:

–investors under the age of, say, 60 have spurned traditional brokers in favor of a do-it-yourself approach through discounters like Fidelity.  Two reasons:  much lower costs, and a fundamental distrust of the motives of traditional brokers.  Sell side analysts still have contact with institutions, but will almost no individual investors

–Regulation FH (Fair Disclosure, August 2000) has clearly specified that the practice of selective disclosure is illegal

–many of the analysts companies communicate with no longer work for brokers.  They’re in independent research boutiques that repackage the information they receive and sell it.  They talk to some institutions, but not all.  And they have no content whatsoever with individual investors.

The upshot of the traditional practice is that individual shareholders are cut out of the information loop altogether.  Ironically, CEOs can end up giving corporate information (which is the property of shareholders) for free to professional analysts, who are typically not shareholders, while denying it to owners.  To add insult to injury, these middlemen then sell the information to shareholders, who are forced to pay thousands of dollars a pop.

Yes, the “tame” analysts kowtow–but they’re laughing all the way to the bank.

The current system is so broken, I think it’s only a matter of time before there’s wholesale change.  That day can’t come too soon for me.

HP, Dell, Big Lots–what their results are saying about the US economy

August 24, 2012 By in Current Market Thoughts, earnings conference calls, Investment firms, Portfolio management, Retail, Securities regulation, Stock ideas, Technology Tags: , , , , , , , , , , Leave a comment

a qualifier

Actually, this post is more about how I interpret their results.

There’s always ambiguity in any assessment of how companies are doing, including management’s own statements.  There may be issues that managements are unaware of.  There will likely also be others that, especially in the case of a weaker firm, the top brass will tap dance around when speaking to investors.

It’s possible they may be in denial.  But no one is going to turn his earnings conference call into an advertisement for competitors by revealing that, say, “Lenovo has better products than we do, so they’re taking market share from us wherever we compete.”  That just speeds the customer exodus.

We are , however, in a slow-growth world today, where there’s simply not enough business for all market entrants.  During a boom, the top firms don’t have enough capacity to meet customers’ demands.  So buyers who need a product now have no choice but to purchase from second- or third-tier competitors.   In the current environment, in contrast, the number-ones have capacity.  And customers have more time to study competitive offerings before they choose.

the PC business:  Dell and HP

Both are icons of the PC business in the US.  But neither has kept up with the market. True, Windows Vista certainly didn’t help to enhance the reputation of either.  And both have lost market share to Apple.  Also, the market for Windows machines is being negatively affected at the moment by consumers’ reluctance to buy Windows 7 machines because Windows 8 is just around the corner. But as an ex-Dell user (now writing either on a Mac or an Asus machine), I know Dells weigh a ton, run hot and don’t last very long.  Customer service is awful.  HP isn’t much better.

Asian giants Lenovo, Acer and Asustek don’t yet have the support infrastructure in the US that they do  elsewhere.  But the performance of the US incumbents seems to be an open invitation to these firms to take a lot of market share from HP and Dell here–as they are already doing abroad.

Anyway, what I think we’re seeing in the HP and Dell results is the loss of share that weaker players experience in times like these–not evidence of overall economic malaise.

Big Lots

…another company with weak results.  I don’t think Big Lots’ poor performance is indicative of macroeconomic weakness, either.  On the contrary.  I see it as more evidence that consumers are trading up, because their personal economic fortunes are improving.

Trading up and down are complex phenomena.  In bad times, the Saks customer may shop at Target, the target customer at Wal-Mart, the Wal-Mart customer at the dollar stores.  The dollar store customer may just not consume or buy at venues that are below Wall Street’s radar screen.

(Of course, trading down among retailers isn’t the only effect of recession.  Overall, consumers buy less.  They also buy more plain-vanilla, less expensive items that they can use for a variety of purposes.)

In good times, the opposite occurs.

But in both situations, only the merchants at the bottom of the chain and at the top see unambiguous results.

I think two forces are at work in Big Lots’ sales:  rainy day customers are trading up; and, unlike the more progressive of the dollar stores, BIG hasn’t expanded its offerings enough to hang on to more affluent buyers.

my bottom line

I see the results for HP, Dell and Big Lots as simply what happens to weaker companies in a US growing at 2% a year.  The poor numbers aren’t reasons to run out and buy the S&P 500.  But, equally, they’re not a reason to sell, either.

the Knight Capital Group (KCG) end game: effective change of control

August 7, 2012 By in Preferred Stock, Recent Market Action, Securities regulation, Trading Tags: , , , , , , , Leave a comment

a recap

Last Wednesday morning, KCG started up a new software trading link, whose total purpose still isn’t clear, to the NYSE computers.

The new software went berserk, buying everything in sight–and without regard to price–as soon as it was turned on.  As subsequent media comment has made apparent, stuff like this happens every so often in today’s financial world.  Usually, though, the defective program is shut down within a minute or two.  Not so in the KCG case.  It took–for reasons also not clear–the better part of an hour for KCG to pull the plug.

The company subsequently announced it had lost $440 million due to the malfunction.

big problems

KCG faced a number of related problems because of this.  Specifically,

1.  If the average loss was 10% of the purchase price, KCG had bought $4.4 billion worth of stock that it would have to pay for three days later.   If the loss was 5%, KCG would have to come up with $8.8 billion.  In any event, KCG only had about $400 million in cash on hand.

2.  The software glitch was like a gigantic fireworks display.  Every trader on Wall Street knew KCG was in trouble–and might have difficulty settling (i.e., paying for) the trades it had made.  So selling out of the positions it had accidentally accumulated, without offering substantial discounts, would have been very difficult.  In some cases (see my previous post on KCG), KCG held far too much to be sold quickly.

KCG appealed to the NYSE to cancel the accidental trades, but was mostly refused.  After a similar incident last year, Wall Street drew up a set of rules for when such trades might be broken.  Only six of the 150-odd stocks Knight bought qualified.

KCG solved this issue–apparently on Wednesday–by selling the bulk of the erroneous position to Goldman.

3.  As a market maker, KCG makes money by collecting a fee for matching buyers and sellers of stock.  It’s a little like a bank.  Customers only deal with it if they believe it is financially sound.  And, regulators require that it put aside a little capital to back each trade it brokers during the three-day settlement period.  But the rogue software program had tied up all of KCG’s capital. The loss it generated had also wiped out all its cash.

So KCG couldn’t accept any new trading orders.  And long-time customers wouldn’t place any, for fear of potential problems (too geeky a topic, even for PSI) if KCG went out of business before trades could settle.

the solution

One part was the sale of stock to Goldman, which got KCG out from under the need to come up with the money to pay for the erroneous trades.

The second, reported in an 8-K filing with the SEC on Monday, is the sale of $400 million in convertible preferred stock in KCG to a group of the company’s long-time business partners.

There are two classes of convertible, one with limited voting rights.  Both earn interest at a 2% annual rate.  Each $1000 preferred can be exchanged for 666.667 shares of common, meaning an effective purchase price of $1.50 per KCG share.

According to the 8-K, conversion would leave the preferred holders owning 73% of KCG.

tidying up may still need to be done

The complicated structure of the preferred issue–two classes, each with different voting rights–seems to me to imply that some of KCG’s rescuers aren’t allowed to own a market maker, either because of conflict of interest considerations or market share concerns.

change of ownership has happened, though

…although in a deferred way (which, of course, is what convertibles are all about).  The directors of KCG have agreed to turn over almost three-quarters of the company to their rescuers in exchange for the bailout.

an attractive stock?

I’m not an expert at financials, so I don’t have a professional opinion.

The one think that strikes me is that, pre-crisis, the stock was trading at about $10 a share (down from the 52-week high of $14+ achieved last October).  If we assume that the $400 million injection from the preferreds offsets exactly the loss from the renegade trading software, then the only factor that’s really changed over the past week is that there are 4x as many shares outstanding.  That would imply the equivalent share price today would be $2.50.  But the stock is currently trading at well over $3.   Strange.   Very strange.

MF Global: the story gets weirder and weirder

April 10, 2012 By in Derivative instruments, Securities regulation, Trading Tags: , , , , Leave a comment

MF Global

Man Financial, the trade-processing subsidiary of the UK hedge fund manager, Man Group, was spun off from the parent in 2007 and renamed MF Global.

My take, without having studied the transaction carefully, is that Man Group was trimming away a low-growth, low PE multiple peripheral operation.  Sans MF Global, Man Group would look growthier and presumably achieve a higher PE rating from investors.  MF Global would have a chance to write its own history.  So maybe the separate parts would also be worth more than the whole.

In 2010, the board of MFG hired Jon Corzine, former crack trader, former head of Goldman, former US Senator, former governor of New Jersey (perhaps best remembered for having been in a high-speed auto accident while not wearing a seat belt) to be its new CEO.  His first-year compensation was $14 million+.  The idea was that Corzine would turn MFG into an investment bank like Goldman.

On Halloween 2011, MF Global filed for Chapter 11 bankruptcy, as the financial markets lost confidence in the aggressive proprietary trading strategy Mr. Corzine had crafted.  That’s when–like a train wreck in slow motion–the weirdness began.

investment significance

There may be a certain perverse fascination associated with looking at cases like this (after all, Schadenfreude is a word–or two).  Nevertheless, there is an important investment point as well.

It’s that when a company begins to struggle, the first signs of distress, however awful, are rarely the last.  The trail of bad news is, in my experience, almost always longer than initially expected.  It can also reach destinations never dreamed of on day one.  Therefore, betting that all the bad news is out can be very risky.

what’s come out so far

In this case, what’s happened has been highly publicized (the best account I’ve read of the run-up to Chapter 11 is in Vanity Fair):

–in August 2011, MFG issues bonds that promise to pay a higher interest rate if Corzine were to leave the firm for Washington (rumors suggested he would become the next Secretary of the Treasury)

–in October 2011, MFG declares bankruptcy–undone by Corzine’s aggressive proprietary trading strategy

–a last-minute deal to save the firm falls through because of possible accounting irregularities

–the bankruptcy trustee indicates that up to $1.6 billion in customer money is missing

–the first of many claims of “sloppy bookkeeping” are made by the authorities–the assertion that in an age of ubiquitous, cheap management control software, MFG had no procedures for recording the trades it made.  I’ve got no experience with commodities, but I find this particularly hard to believe.

–the former chief risk control officer, fired after repeatedly warning the Corzine trading strategy was too risky, says he thinks the warnings were a reason for his dismissal.

–Mr. Corzine testifies he has no idea where the missing money is.  Although he’s the CEO, he says he had no knowledge of, or involvement in, the day-to-day operation of MFG.  He names the employee who he says assured him that no client money was delivered to lenders to meet margin calls.

–the named official refuses to answer questions without being granted immunity from prosecution.  Other company executives, including the CFO, say they, too, have no idea what happened to the missing money.

the latest wrinkle

After five months, you’d think that everything about the last days of MFG would already be out on the table.  But that’s not right.

Customers who tried to close their accounts with MFG shortly before the Chapter 11 filing did not receive the wire transfers which they requested and which are the customary way of liquidating accounts.  It’s not yet clear, but it sounds like at some point MFG decided to stop wiring money to customers who closed their accounts but to send checks in the mail instead.

The use of checks has two consequences.

For customers, instead of getting their money through a wire transfer on the same day the accounts were closed, checks dated, say, October 28th arrived only in November–after MFG declared bankruptcy.  Those checks, of course, bounced.  The holders are now unsecured creditors of MFG.

For MFG, check issuance would create in effect a “float” of customer money that it could use for several days–without the same regulatory restrictions on customer accounts–until customers received and cashed their checks.

Lawyers for the clients in question are now approaching the Justice Department with collections of “float” data, which they hope will convince the government that the check issuance was not as innocent as simply shoddy bookkeeping.

is the story over yet?

My guess is that we still don’t know everything.

In my early days as an oil analyst, a veteran geologist told me that wells come in two types–good and bad.  The former continually exceed expectations.  The latter, no matter how far down you ratchet your expectations, somehow manage to still disappoint.

To me, MFG feels like a really bad well.

what is a carried interest?

January 20, 2012 By in carried interest, hedge funds, Investment firms, Securities regulation Tags: , , , , , , , , Leave a comment

Mitt Romney’s taxes

Mitt Romney’s partial disclosure of his tax situation has reopened debate on the issue of how private equity managers and some hedge funds use carried interest as a device to shelter their earnings from tax.

Since Mr. Romney left the private equity business a decade ago, it seems to me that he isn’t currently using carried interest as a tax shelter.  In all likelihood, it’s some combination of itemized deductions, like charitable contributions or state and local taxes paid, and the favorable treatment of long-term gains on investments that’s producing his low tax rate.  But he was a prominent figure in the private equity community, so the press–and his political opponents–have made the connection anyway.

Powerful lobbying efforts by the private equity industry have defeated repeated attempts to close the tax loophole it uses to lower its executives’ tax burden.

I wrote about this topic in mid-2010.  But I haven’t read anything, wither in the current discussion or in the past, that explains exactly what a carried interest is.  Hence this post.

carried interest

A carried interest is a participation in an investment venture where the holder gets a share of the cash generated by the project (profits or cash flow) without having to contribute anything to the venture’s costs.  The holder of such an interest is “carried” in the sense that the other venture participants pick up the burden of his share of project expenses.

Carried interests aren’t just a private equity phenomenon.  They’re very common in the mining industry, which is where I first encountered them thirty years ago.  But they also occur in lots of other industries, particularly those where highly specialized experience or skills, or possession of crucial physical resources are key to a project’s success.  In the extractive industries, holders of mineral rights may be carried.  The fund raisers or organizers of any sort of projects may be carried, as well.  So, too, famous actors or holders of key intellectual property.

variations on the theme

As with everything in practical economic life, there are myriad variations on this basic idea.  For example,

–a party may not be carried for the entire life of the project, but only up to a certain point–say, when cash flow turns positive.

–the other parties may be entitled to recover the “extra” costs they’ve paid to subsidize the carried interest before the carried interest receives a dime (there are also lots of variations on the cost recovery theme), or

–the carried interest may only be paid if the project exceeds specified return criteria.

In plain-vanilla projects, the carried interest receives a portion of the recurring revenue that the venture generates.  This is ordinary income and taxed as such.  The private equity case is different.

private equity and carried interest

Private equity raises equity money from institutions or wealthy individuals, arranges financing of, say, 3x -5x that amount, and uses the assembled war chest to make acquisitions.  It targets mostly badly run companies.  It spruces them up and resells them a few years later.  There’s no conclusive evidence that this process adds any economic value, although it certainly sets the process of “creative destruction” in motion in the affected company–but that’s another issue.

Private equity companies appear to me to act as a blend of business consultants and managers of a highly concentrated (and extremely highly leveraged) equity portfolio.  What’s really unique about them is their pay structure.

Private equity charges its clients a recurring management fee of, say, 2% of the assets under management plus a large performance bonus if the turnaround projects they select are successful.  This bonus is structured as a carried interest (an equity holding) in each individual project.  Because the projects last several years and result in an equity sale, the bonus payments are capital gains, not ordinary income.  This means the private equity executives’ tax bill is much less than half what it would be if the payments were income.

my thoughts

You’ve got to admit that turning investment management income into capital gains is a clever trick.  Should the loophole be closed?  When I first wrote about this I thought so.  I still do.  But I’d prefer to see more comprehensive tax reform that achieves this result rather than specific legislation that targets the private equity industry.  I also find it somewhat disturbing that private equity political contributions and lobbying allow them to “own” this issue in Congress, despite the fact that private equity’s taxation is clearly different from other investment managers’, from management consultants’ and from corporate executives’ for basically the same activities.