The fine print......

I always enjoy writing about things I've never seen happen before.....unfortunately, they are happening with regularity now.  Last week the Third Avenue Focused Credit Fund (a mutual fund in the family of Third Avenue Funds) froze redemptions.  That's right, you can't get your money out of the fund.  Mutual Funds are perfectly safe and liquid...right?  I've heard of Hedge Funds, freezing redemptions by negotiation or as part of the investor agreement.  But I've never heard of a Mutual Fund taking these steps  (It certainly may have happened, I just can't recall hearing about it recently). The press release says they are in contact with the SEC and coming up with a plan.  Their marketing materials refer to "THE POWER OF ORIGINAL THINKING", and as far as I can tell, this is some of the most original thinking I've seen in a while.... and their originality seems to be what got them into this mess in the first place.

Here's a recent (hypothetical) phone conversation between Third Avenue and a sweet little old lady retiree I'll call Margaret:

Margaret: Good morning sir, I'd like to get my money back.
TAF: I'm sorry you can't have it.
Margaret:  But I need it.  I need to feed my cats & buy Christmas presents for the grandchildren.  My broker said you had $8 Billion dollars and I could get my money anytime.
TAF: I'm sorry, you just can't have it back...it wouldn't be fair to all of the other suckers.....uhhh.... I mean.....investors who want to stick it out.....
Margaret: But when I signed up you said I could have it back whenever I asked....It's in the ...what's it called....the "Prospector?"
TAF: I'm sorry Margaret, circumstances have changed, all of the risk disclosures are buried deep in the prospectus and the 6 month old form N-Q on file with the SEC.  It's just not our fault that you lost all of your money.  You really should be more careful.  You screwed up, you trusted us.  Luckily, nobody ever goes to jail for this stuff.
Margaret:  (In tears...sob...sniff) I don't trust you people anymore.

I had never heard of Third Avenue before last week, but the more I dug into it, the more I found this whole mess to be absolutely riveting.  Here's a quick summary of the Third Avenue Family of funds.  All numbers are from the 7/31/15 N-Q: (Link below)

Here are the bullet points that jump out at me.

1. Most of the Cash/Equivalents (liquidity) is kept in the Real Estate fund.
2. The Morningstar Rating for the Real Estate Fund is "Five Star".  The rest of the funds are "One Star" or "Two Star".
3. All of the funds are filed on the same N-Q, presumably the same legal entity, so in the event of a liquidation or liquidity event in one of the funds, the assets of the entire family are "fair game".  I'm not a lawyer so I'll defer to my lawyer friends/readers to comment/advise on this topic.
4. 15% of the Assets of the Focused Credit Fund are currently in default. The most notable assets total $198 million (Lehman Brothers Bonds, Altegrity Bonds - Ch 11 in Feb 2015, and.Energy Futures Bonds - Chapter 11, April, 2014). Authors Note: Really? Lehman Brother's Bonds with a 2008 Maturity still on the books valued at 10% of face? Ar you kidding me? I'm sure Dick Fuld will stop by to write you a check, along with a full apology, any day now. 
5. 20% of the Real Estate Fund is invested in Chinese/Asian Real Estate Management Companies trading in Hong Kong (HK). 
6. The Assets in the Focused Credit Fund have a Cost/basis of $2.5 Billion and a current reported value $2 Billion (Including assets in default and "Level 3" assets). 
7. "Level 3" assets, as described in the N-Q amount to $545 million (6.7% of the family's NAV).

Valuation

Let's take a minute to discuss valuation and the mechanics of Mutual Funds & ETF's.  When I look at these funds I try to get a handle on management's philosophy and their perception of value.  As we all know, whether it be your home, your car, your business, your favorite old chair in your den that your wife has been begging you to get rid of,  you never know what something is truly worth until you put a "For Sale" sign on it. Sometimes you are pleasantly surprised as to what the market will bear.  Occasionally, like with my favorite old chair, nobody wants it and it ends up in the Goodwill dumpster.

So, you might ask, why is this such a big deal?  Third Avenue only has 4% of its assets in default and 7% classified as "Level 3".  They'll survive that?  Won't they?  Maybe.  Historically, Fund managers tend to overstate the value of il-liquid assets.  They rely on their "best judgement" as to what the asset is really worth and unfortunately, a write-down is usually the last resort. Obviously, the mere existence of  significant Level 3 assets as well as aggressive valuations of same are cause for concern. Once there's a liquidity event, credit hiccup, performance issue or perhaps, like Third Avenue, a freezing of assets, investors tend to want to  cash out quickly.  I know I do.  I determine I've made a mistake, things aren't as they seem, and I run for cover.  I can put my money anywhere I want. Why should I keep it a fund that might not be what it appears to be?  Thus the "run on the bank" begins.

Contrast this mechanism with a common stock, bad news simply triggers a price adjustment and the investor hits the "sell button" at a lower value.  Done deal.  The company isn't forced to buy back its' shares.  Bad press for a mutual fund or ETF can trigger a wave of selling of Level 1 & Level 2 Assets simply because there's no market for the Level 3 assets.  It's similar to a margin call.  The fund would prefer to wait until things settle down a bit, but they can't.  They have to raise cash to fund the redemptions.  Apparently, Third Avenue was either unable or unwilling to do so.  But, to Third Avenue's credit, they went to the SEC, presumably disclosed everything and are trying to work out a plan. At least I'll give them kudos for that.  It's much more conciliatory than the recent parade of Chinese executives who have simply "gone missing" with the cash box.    

Now let's take a look at what the FASB says about accounting for securities:

In accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. Fair value is defined as the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market for the investment under current market conditions. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The three levels of the fair value hierarchy are as follows: 

Level 1 – Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access at the measurement date; 

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

Level 3 – Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

In accountant-speak, Level 3 assets are "SAY-SO" valuations i.e.) Not LIFO or FIFO...they are what I Say-So.  I don't have data on this, but my suspicion is that Level 3 assets generally end up in the Goodwill dumpster, along with my favorite chair.  Obviously, management has a real incentive to maximize their "estimate" of the value of these assets since the NAV of the fund depends on it.  Somebody will buy this POS at that price someday? ...won't they?  After all, management wouldn't want to do anything which might cause a panic and have people try to cash out. Since they aren't planning on putting a "for sale"  sign on the assets soon, and nobody bothers to read the N-Q, nobody knows the fund is swimming naked and of course, they never plan on the tide going out. Technically, it's not a mis-rep...I guess.  As always, everything is kinda-sorta disclosed if you look hard enough and have a Masters Degree in Finance. Luckily, for the industry, nobody ever goes to jail for messing up an accounting estimate, or two, or three.....etc.

Moreover, let's say (hypothetically) that Margaret (who does not have a Masters Degree in Finance) is investing in the Third Avenue "Value Fund" because her son-in-law's nephew, who goes to the same church (and gets paid a nice commission) told her that the "Value Fund" is just like Warren Buffett.....It's Value Investing" and the Real Estate Fund is really safe since we all know that Real Estate doesn't lose value. Margaret thinks she's investing in a conservative, value oriented fund, when in reality, has no Idea that she actually has positions in Chinese Real Estate and il-liquid/defaulted Junk Bonds.  She is unaware that her life savings can potentially be used to pay redemptions on the higher risk asset classes because the high risk/il-liquid funds are housed in the same legal entity.

So, why do I have my shorts in a bunch about this?

Why?....because these are usually just the tip of the proverbial iceberg.  Third Avenue is a poster child for optimistic valuations and taking full advantage of the accounting rules which allow them to report trash as treasure to the SEC.  Unfortunately, in the world of finance, once you see something you've never seen before, you start seeing it often.  If one Fund, ETF or business is doing it, lots of them are doing it.  Why?  Because 1.) They have to find a way to compete for investor funds; 2.)  they can get rich; and 3.) They can get away with it.

Finally, I invite you to re-read my October post "Why Genius is about to fail.....again....." in the context of what you've just read about "Margaret" and her hypothetical experience with Third Avenue.  I hope you all go home tonight, pull your prospectuses and N-Q's and start doing your homework before it's too late.

Third Avenue is an easy one to analyze.  It's small, simple and unfortunately for their investors, soon to be out of business as currently  constituted.  The mis-steps and the accounting "methods" are obvious to anyone who wants to take the time to read and understand the filings.

Finally, again, referencing the content herein, I'll leave you with one, and only one, rhetorical question:

Does anyone really understand Blackrock?




Form NQ
http://www.sec.gov/Archives/edgar/data/1031661/000093041315003754/c82410_nq.htm

Prospectus p21 investment strategies - p40 redemptions
http://thirdave.com/wp-content/uploads/2015/12/Third-Avenue-Funds-2015-Prospectus-with-supplements.pdf

Bloomberg - Janet Yellen - Third Avenue
http://www.bloomberg.com/news/articles/2015-12-16/third-avenue-bled-managers-billions-of-assets-before-fund-shut

Third Avenue - Focus Credit Fund - Investor Class
https://www.google.com/finance?q=MUTF%3ATFCVX&sq=third%20avenue&sp=3&ei=puNyVqmBF4mPmAH7mLmwDg

Energy Future - Chapter 11 - April 2014
http://www.wsj.com/articles/SB10001424052702304163604579531283352498074

Altegrity - Chapter 11 - Feb 2015
http://www.wsj.com/articles/altegrity-files-for-chapter-11-bankruptcy-1423446150