Verizon Wireless: who’s getting the better of the deal, Verizon (VZ) or Vodafone (VOD)?

I think it’s VZ.  The company says that even at a cost of $130 billion the buy-in of VOD’s 45% minority interest will add 10% to VZ’s earnings.  But VZ is also adding a significant amount of risk in leveraging itself financially.

a simplified history

In 1982 the federal government forced the breakup of the monopoly telephone service provider, ATT.  It separated the parts into a national long-distance provider, which retained the ATT name, and a bunch of regional local service providers, nicknamed the “Baby Bells.”  Each Baby Bell contained its area’s nascent mobile services.

Soon enough, the Baby Bells began to merge with one another, ultimately forming into a Western US group (which subsequently acquired “new” ATT and took on the ATT name) and an Eastern group, which subsequently renamed itself Verizon.  Proto-VZ wanted to keep its mobile assets.  Proto-ATT didn’t.  To keep the mobile assets out of the clutches of prot0-VZ, Airtouch, the proto-ATT mobile operation, sold itself to VOD in 2000.

VOD promptly struck a deal with VZ in which it merged Airtouch with the VZ mobile operations to form Verizon Wireless.  VZ had operating control and a 55% interest.  VOD had veto power over some decisions and held the other 45% of Verizon Wireless.

Got all that?

culture clash

VOD is a British company.  It apparently believed in the old-style colonial European way of doing business, according to which a firm with global pretensions could get more bang for a buck (or quid, in this case) of capital by taking large minority interests in important foreign  firms.  Through superior intellect/management technique, or force of will, or sheer European-ness, it would dominate the board of directors.  It would thereby get the benefits of 100% ownership without the capital outlay.   The resulting network of companies would move in lockstep with its European leader, buying the capital equipment suggested (getting discounts for all) and perhaps paying management fees to the European company for its advice.

VZ, an American firm, would have thought that no one in his right mind would accept a minority stake.  If would have figured that VOD would soon see the light and be persuaded to sell.

Or maybe that’s just how the two parties rationalized the unhappy partnership that they entered into.

what each party gets from the deal

Verizon

–when the deal closes early next year, VZ will have access to the cash flow from Verizon Wireless for the first time.  US tax law   requires that a parent have an 80% interest in a subsidiary before cash can flow tax-free from it to the parent

–VOD will no longer have an operational say in Verizon Wireless

–the very mature fixed-line telephone business will be a significantly smaller proportion of the whole

–the deal is accretive to earnings by 10%

Vodafone

–VOD extracts itself from its awkward minority position

–ir gets a big payday, even after distributing the bulk of the proceeds to shareholders, which it will presumably use for EU acquisitions

–VOD believes it can use a provision in UK tax law regarding transactions between conglomerates to pay only about $8 billion it taxes on this deal

The August 2013 Employment Situation: when bad news is good?

the August Employment Situation

Last Friday was the first Friday of the month.  So the Bureau of Labor Statistics of the Labor Department issued its usual monthly Employment Situation report, an hour before stock trading on Wall Street opened.  After an initial plunge on the data, stocks rallied.  They stayed up by +.25% – +.50% until just before the close.  Traders then exhibited their typical nervousness about holding positions over the weekend and brought the market back down,closing just above breakeven.

The ES figures?

They were relatively weak.     …a gain of +169,000 new jobs for the month.  Not bad, but below the Wall Street consensus of +180,000 positions.  In addition, previously reported estimates for June and July were revised down by a total of -74,000 jobs.  Hence the initial negative financial markets reaction.

should we take these numbers seriously?

Yes, they have a stock market reality (shot-term traders transact on them), but:

1.  Economists’ predictions for the month had been edging up on positive anecdotal data.  Like houses selling in a few days at above the asking prices, or cars flying off dealers’ lots, with shortages developing at Subaru and Ford.  Maybe the economists went a little overboard.

2.  The raw data are massaged (seasonally adjusted) before they’re published.  Over the past couple of years, the monthly adjustments for August have been wacky–and revised up a lot in subsequent months.

3.  The margin of error for the ES is +/- 100,000 jobs.  Why so big?  Every month, 3 million – 4 million Americans leave their jobs.  Every month, 3 million – 4 million take new jobs.  The ES jobs estimate is the difference between these two gigantic numbers.  On that scale, +/- 11,000 jobs is a rounding error.  The fine print at the bottom of each monthly report says we should take seriously only figures nine times that size.

Nevertheless, traders are fixated on the monthly ES reports and react strongly to them, no matter what their actual statistical significance.

the market’s thinking this time?

It’s that this ostensibly bad news is actually good.  The argument is that the Fed’s intended “taper,” that is, the amount by which it will slow it injection of emergency supplies of new money into the economy, will be less than originally anticipated.  The Fed will not want to take the risk that, for once, the August ES are accurate and the economy is a bit weaker than anecdotal evidence suggests.

my take

Yes, given the high level of chronic unemployment, the monthly ES reports take on a significance they wouldn’t ordinarily have.  After all, I’m writing about them every month and I never paid much attention before the Great Recession.

On the other hand, I routinely ask people wherever I go how their business is going.  Throughout the northeast US, even in the most unlikely places, I’ve been getting surprisingly positive answers recently.  I find it very hard to believe that the US economy is beginning to weaken.

Also, for my stock market strategy–which is to reestablish exposure to the EU and the Pacific and to find beneficiaries of increased spending by ordinary Americans–small monthly fluctuations in the ES numbers don’t really matter that much any more.

Microsoft (MSFT) and Nokia (NOK)

A few days ago, MSFT announced a $7.2 billion deal to buy Nokia’s cellphone business.  That breaks out into $5 billion for the cellphone division + $2.2 billion to license Nokia’s relevant telecom patents.

Rather joining in the chorus of MSFT-bashing that’s accompanied the deal’s announcement, I want to make a single point.  This deal has been a long time in the making–at least two years–even if MSFT may not have realized this.

In late 2010, Stephen Elop, a consultant/general manager with a tech background who had worked for almost three years at MSFT, became CEO of NOK.  He promptly issued his “Burning Platform” memo, in which he likened working in NOK’s cellphone business to being stuck on an offshore oil platform that was being consumed by fire.  Two choices:  jump into the ocean or burn to death.

He followed that up in early 2011 by declaring that NOK was opting for the briny deep by abandoning its proprietary Symbian cellphone operating system in favor of Windows.  Why not Android, which would have been the safer choice?  Differentiation, Elop’s familiarity with MSFT, the potential for support from MSFT in the form of access to its smartphone intellectual property and possibly to its enormous pile of unused cash.

Sounds a little like Ron Johnson at J C Penney, doesn’t it?   … drama, and a bet-the-farm moment.

The announcement that Symbian’s goose was cooked had the predictable result.  People around the world stopped buying Symbian phones.  Cash flow from cellphones turned from strongly positive to significantly negative.  The situation didn’t improve when the first Windows-based Lumia phones debuted later that year.

By early 2012, it seems to me, the NOK board had to begin contingency planning.  What if the Lumia phones were slow in taking off?  How much of NOK’s cash flow from its other businesses would it be willing to plow into smartphones?  How much financial support would MSFT kick in?  When would continuing to prop up a failing Lumia line threaten to pull the parent company itself under?

We now know the answers.

NOK began to negotiate the sale of its smartphone business to MSFT in February, telling us that by that point NOK had determined it couldn’t continue its aggressive Windows phone bet without putting the entire company at risk.

Why did MSFT agree to buy the NOK cellphone business?

Without a Windows smartphone, MSFT’s grand vision of creating a Windows ecosystem like Android or Apple is DOA.  Also, MSFT probably regards itself as playing with $.65 dollars.  It gets to use a (small) portion of its foreign cash without repatriating it to the US and paying corporate income tax.

Anyway, NOK’s bungling the transition from flipphone to smartphone set a chain of events into motion that resulted in its willingness to sell.  MSFT’s bungling of its decade-long mobile phone initiative made it an eager buyer.  Whether the cobmination of the two will have a happier outcome is a completely different question.

 

 

the SEC investigates store chains’ internet sales claims

the SEC questions internet sales hype

According to the Wall Street Journalthe SEC recently sent inquiry letters to a bunch of retailers asking them to quantify claims managements were making in quarterly earnings conference calls about internet sales and internet sales growth.  Fifth & Pacific (Kate Spade, Juicy Couture…), for example, told investors it had a “ravenously growing” web business.  Others tossed around numbers like up 30%.

On the other hand, while online sales in the US may be growing faster than revenues from bricks-and-mortar operations, they’re still only in posting increases in (low) double digits, and make up less than 6% of total retail.  So the SEC was concerned that the company talk might be more hype than reality.  Why no disclosure of internet sales as a percentage of total sales?

The SEC got two types of reply:

equivocation.  Some retailers said they don’t disclose the size of online sales because they’re “omnichannel” firms.  An individual customer may sometimes visit a store, sometimes order from a desktop at work, sometimes buy from a smartphone on the train going home in the evening.  It’s the total customer relationship that counts, they said, not the way someone may buy any particular item.  Translation:  online sales are almost non-existent, but we know shareholders will react badly if we say so.

confession, sort of.  Others said that online sales were “immaterial,” meaning no more than a couple of percentage points of total sales.

there’s information here

Why not just say so?

…because it sounds bad.

Why bring up internet sales in the first place?

…because we have no other good things to say.

look at the income statement

I could have told you that, just from taking a quick look at company income statements.

Here’s my reasoning:

–if a company’s internet sales are growing at, say, 20% and comprise 10% of total sales, then they’ll contribute 2% to overall sales growth.  Because online sales are free of many of the costs of bricks-and-mortar stores, like salespeoples’ salaries and rent, they should carry (much) higher margins than sales in physical stores.  Therefore, if internet sales are big, we should see accelerating sales growth and rising margins.

Take Target (TGT) as an example.  Aggregate sales are growing at about a 3% annual rate with no signs of acceleration.  Operating margins are flat to down.  If online sales contributed 2/3 of total growth, TGT would have to disclose that  …and margins would be heading up noticeably. Therefore, internet sales can’t be anything close to 10%–or even 5%–of TGT’s business.

By the way,  TGT’s response to the SEC was that its internet sales are immaterial.

why the SEC investigation?

Every company is going to try to spin the facts of its performance in a favorable way.  Just take a look at the 10-K, where management can go to jail if disclosure is incomplete or counterfactual.  It’s chock full of dire warnings of what might go wrong.  It’s also in dense print with no pictures.  Compare that with the annual report, where every page is glossy, every face is smiling and the skies are always blue.

Also, retailers are marketers, after all, so we should expect an unusually rosy portrayal of results and prospects from them.

Still, there are limits.  Even if the border line is a bit fuzzy, there comes a point where  positive spin becomes deception, where touting the fantastic prospects of a currently minuscule business becomes fraud–especially if it’s in an area like online where Wall Street is intensely interested.

I interpret the SEC letters a warnings to the companies involved that they have been treading dangerously close to that line, and may even have stepped over it.  Expect a much more 10-K-ish assessment from now on.

 

measuring Steve Ballmer

On the day before Steve Ballmer took over as head of MSFT, that company’s market capitalization was a tad below $600 billion.  If MSFT shares had matched the performance of the S&P 500 since then (about +15%), the company’s stock market value would now be just  under $700 billion.  Instead, just before the stock spiked on news of Ballmer’s surprise resignation, MSFT was worth barely a third of that figure.  Under his stewardship, then, MSFT owners lost a staggering $450 billion in relative stock market performance.

Sometimes the simplest measuring sticks are the best.

(Yes, MSFT management has bought back about 20% of the outstanding shares since 2006, but it’s hard to know what the net effect of the stock purchases would be.  Certainly, earnings per share would be lower.  Arguably, the stock price would be, as well.)

In late 1999, I sold the MSFT shares I had held for a decade.  The price earnings multiple was crazy high and it was clear that MSFT has no internet strategy.  But for a while I kept going to the annual analyst meetings in Seattle.

At one of them, Mssrs. Ballmer and Gates were jointly hosting a Q&A session.  One analyst raised his hand and observed that the annual earnings growth rate of Microsoft had dropped from 20%+ to mid-single digits.  He asked when management thought the company would resume its former rate of growth.

Awkward   …especially in a public forum.

I don’t think the questioner had any ill will, though.  He just wasn’t a particularly vivid-color crayon.

The response was illuminating.

Gates and Ballmer were both very harsh.  They all but called the guy an idiot, and asserted that it was a triumph of management to achieve any earnings growth in a firm of MSFT’s large size.  Wow!

What did I take from this?  Three things:

–neither Gates nor Ballmer was a very nice person,

–working for them it would be their way or the highway, and

–MSFT wasn’t going to have huge earnings growth because neither of the top people thought it was possible.   (The fact they subsequently brought in the head of a forest products company, a mature, cyclical commodity industry, to cut costs as CFO says it all.)

For the record, I thought Steve Ballmer was a bad CEO.   Not Carly Fiorina bad, but pretty terrible.

On the other hand, Bill Gates selected Ballmer and kept him as CEO for more than a decade.  So until very recently, he clearly approved of what Ballmer was doing.

If we want to lay blame at anyone’s door for MSFT’s weak performance during Ballmer’s tenure, the lion’s share would be delivered to the front of the Gates compound.