Wednesday, April 27, 2016

"Short" & Sweet.....and my favorite SEC filing....

As we get emotionally prepared for Alibaba's annual work of fiction (aka their Annual Report) due out May 5th,  I thought I'd keep this post short and sweet.  Based on current events,  for example, Apple's 26% decline in Greater China revenues, I'm sure that whatever numbers they are able to conjure up, Alibaba's results will be "astounding".  Perhaps they will claim that they are single-handedly putting Apple out of business in China?....who knows?

People are starting to figure this out.....

On April 13th at Grant's, Conference in NYC, Anne Stevenson-Yang, partner and co-founder of JCAP,  and in my humble opinion, the foremost expert on what's really going on in China's economy today, gave a relatively detailed presentation to a room full of money managers, bankers and analysts, describing just how in the world, among other things, that a share of Alibaba is actually worth $36 rather than the $78 it's currently trading at. Author's Note: Although we usually think along the same lines, my price target is slightly lower than Anne's ("Strong Buy" at $7.00/share from my November of 2015 post), but if you know Anne, since she's lived in China for more than 20 years, is an expert in her field and the go-to authority for all that is China, she's occasionally a bit more optimistic than I am on some of these topics, thus the deviation in our valuations.

Anyway, it was a great presentation, so good as a matter of fact that the slides were posted anonymously by the Value Walk Staff. (Link below)   Ironically, her slot on the agenda was right before Jamie Dimon, so she spent a good part of her talk calling Alibaba, JP Morgan's baby, butt-ugly.  I would have found the schedule juxtaposition uncomfortable to say the least, but she apparently pulled it off, as always, without a hitch.  Her main points re Alibaba were:

  • As an ecommerce platform, it’s maxed out
  • A terrible investor of shareholders’ money.
  • Likely using investor capital to generate its own revenues.
  • The Chinese e-commerce story is exceedingly unlikely.
http://www.valuewalk.com/2016/04/alibaba-group-holding-ltd-baba-jcap/

Anne also did a deep-dive into many of the things I've been discussing in this blog since it's inception a year and a half ago.    Misleading GMV, "brushing", reciprocal purchases, dubious assets, constantly growing goodwill, outrageous share-based compensation expense and investments that look like loans to friends. 

Through the magic of Al Gore's Internet, somehow, a few of the folks who attended the presentation found my blog and phone number and have been giving me the occasional call.  Of course, I am always happy to share my thoughts on the future of Alibaba (or just about anything) with my readers. The discussions were informative, insightful and a welcome exchange of ideas.  Anytime really smart people take the time out of their day to call me, I'm flattered.  One particular money manager from L.A. was intrigued by Anne's presentation, as well as my blog..., yet clearly skeptical....as most investors are.  It was as though he had just heard a rumor that the world might not actually be flat and he was grasping for hard evidence to rebut the suggestion.  I call it the "how can this be possible?" reaction.  It's understandable.

After discussing the impossible GMV; staggering Shareholder Compensation; an unbelievable, odd, $20 Billion acquisition spree; the 300 +/- "related" shell companies; and the lack of legal standing US Investors might have when this whole thing hits the crapper, I referred him to my favorite SEC filing of all time, which I've referenced several times over the last year and a half in this blog. This brief two page memo is the most (and perhaps only), accurate, direct, clear, un-equivocating, ethical document submitted to the SEC as a as part of, or since, the Alibaba IPO.  I'm referring, of course, to the Jackie Reses, Yahoo! Chief Development Officer's  amazing 9/16/14 Resignation Letter .  (Text and Link below)  I'm posting it again here since some of my newer readers (e.g. the L.A. Money Manager) may be unaware of its existence.  

Text of Jackie Reses' Resignation Letter from the Alibaba Board of Directors - 9/16/14 - just prior to the IPO:

http://www.sec.gov/Archives/edgar/data/1577552/000000000014048770/filename1.pdf

I, Jacqueline D. Reses, am writing to inform you that I hereby resign as director of the company effective immediately prior to the effectiveness of the Company's registration statement on Form F1 and that I will not be responsible for any part of such registration statement.

Text of the Skadden Arps Cover Letter filed with the SEC along with Jackie's Resignation Letter.

Ladies and Gentlemen: We represent Yahoo Inc. ("Yahoo!"). Yahoo!'s Chief Development Officer, Ms. Jacqueline D. Reses, was previously a member of the board of directors of Alibaba Group Holding Limited ("Alibaba"). Enclosed please find a letter of resignation from Ms. Reses that has been delivered to Alibaba informing it that she has resigned as a member of the board of directors effective immediately prior to the effectiveness of the Alibaba's registration statement on Form F-1 and that Ms. Reses will not be responsible for any part of such registration statement.

This letter is being furnished to the Securities and Exchange Commission pursuant to Section 11(b) of the Securities Act of 1933, as amended, on behalf of Ms. Reses to disclaim any responsibility by Ms. Reses for any part of Alibaba's registration statement filed on Form F-1 (including any amendments thereto). Yahoo! can be reached by writing to Yahoo! Inc., 701 First Avenue, Sunnyvale, California, 94089, Attention. General Counsel or calling (408) 349-7853.

Note that the letter did not say Ms Reses is resigning to "Pursue other interests", "Spend more time with family", Hike the Appalachian Trail or to rededicate her life to Yahoo!, fly fishing or an Ashram somewhere.  She said, and it was repeated twice in the Skadden Arps Cover Letter that she is resigning from the board and will "not be responsible" for any part of the Registration Statement, citing Section 11(b) of the Securities Act of 1933.

For those of you who are not experts in securities law, and I'd include myself in the non-expert group. Section 11(b) refers to defenses available against claimants for Securities Fraud. I've attached a nice Summary of Sec. 11 from the Washington Legal Foundation. What Jackie's letter is really saying, in layman's terms, as interpreted by my Dick Fuld Banker Speak Translator (BST) , is:

"I Jackie Reses am aware of material misstatements, and possible securities fraud in this IPO and I am refusing to be a part of it....so please don't sue me or send me to jail....I'm establishing my 11(b) defense by stepping down as a director and refusing to sign the Registration Statement."  

Note in my prior post that Marissa Meyer, Jackie's boss at the time, and Maynard Webb, presumably had access to the same/similar information that prompted Jackie's resignation, or at least asked some questions about it upon her resignation, as described in my "Breaking News....Marissa Meyer to Resign" post, but Marissa and Maynard, for whatever reason, chose  to stick it out.  Perhaps because of the strict construction of Sec 11, they might not be considered part of the "defined class of defendants"?  At this point, Yahoo! is simply a shareholder and Sec 11 would probably not apply to non-insider (as defined) shareholders. (Again, this will be for the lawyers to hash out).  It's safe to say that Marissa and Maynard are probably aware, at least to some degree, of the Alibaba shenanigans, but are choosing to straddle the fence and collect a paycheck rather than come clean and step down.  On the other hand, as unlikely as it might be, perhaps they are oblivious to the entire mess and aren't very wise to such things?  Perhaps they don't understand Section 11(b) and are just dithering along with Starboard Funds trying to keep their jobs and "maximize shareholder value"?  In any case, I doubt that you'll hear Marissa and Maynard making any joint statements or representations re: Alibaba's awesome financial condition/potential anytime soon.

Just thinking out loud here, but many of the underwriters and banks involved are US Citizens and may indeed be considered part of the "defined class of defendants" for the purposes of Sec. 11.  All of you class action lawyers out there might want to make note of that.

That said, based on her resignation letter alone, Ms. Reses is one of my all-time heroes in American Business.  She did the right thing.  It's just a shame that the other signers of the F1 didn't take the same path.  Except for Tim Steinert and Don Puglisi, the other signers, accountants and lawyers are foreign citizens, safe overseas and presumably immune from US/SEC prosecution.  (Authors Note: Don might want to make sure his China Visa is current and check the flight schedules.  I believe there's a direct from Newark to Beijing that he can get on short notice.)   It's also a shame that Alibaba Investors apparently didn't read, or perhaps don't understand what Jackie's resignation letter is really saying.


Today's Thesis:

Question:  Why would anyone resign from the board of directors of the biggest, most ballyhooed IPO of all time, forfeiting the presumed fortune, glory and wealth that most of us can only dream of, while citing Securities Fraud defenses in her resignation letter, on the very eve of the filing?

Hypothetical Answer:  (To be tested over time)  Because Ms Reses, at the advice of counsel, wanted to make absolutely sure that there was no possibility that she would ever end up in jail.

When I explained my reasoning to my new friend, the L.A. Money Manager, his response was:

"Holy.....(rhymes with duck)"


PS: I would like to personally invite Jackie to comment on my blog, and perhaps set the record straight as to what her thinking was at the time of the above referenced letter.  Maybe it was all a mistake or a bad dream?  If there's a better reason for the resignation letter than "the avoidance of jail time" that I might be unaware of, it would be enlightening and restore my faith in humanity to hear about it.  If any of you journalists following my blog would like to reach out to her, feel free,  it would make a great article, but I'm guessing that you'll get a "no comment" based on the advice of her counsel.


Grant's Interest Rate Observer - Conference Info
http://www.grantspub.com/conferences/index.cfm

Washington Legal Foundation - Securities Act of 1933 Sec. 11 
http://www.wlf.org/upload/0106CLNSpehr.pdf

SEC - Securities Act of 1933 - Current (as Amended)
https://www.sec.gov/about/laws/sa33.pdf

Alibaba Final/Amended F1 - Signers Listed on the last few pages
http://www.sec.gov/Archives/edgar/data/1577552/000119312514341794/d709111df1a.htm



Wednesday, March 30, 2016

"Window Dressing"....part deux (Subtitle: 1.6 Quadrillion things I don't Understand)

Here's another little situation I stumbled across when I was reading a few articles on Yahoo! and Google finance. This bullish article on Alibaba pointed me to the Baron Family of funds. A related article described how Baron sold an Alibaba position to "harvest a tax loss" and subsequently jumped right back in. Based on that decision alone, I felt compelled to take a look at the filings. Judgement like that from professional money managers always piques my curiosity. Here's the quote from the 12/31/15 QE Financial Report.

Alibaba Group Holding Ltd. is the largest e-commerce company in China
with over 75% of the market. Alibaba owns and operates the two largest
online shopping platforms in China, Taobao and Tmall. It also participates in
the profits of Ant Financial, which owns Alipay, the largest third-party online
payment provider in China. Alibaba focuses on an asset-lite platform
business model which generates both high margins and high returns on
capital. We believe the company is well positioned going forward with
substantial growth in Chinese e-commerce combined with improving
monetization across mobile channels, as consumer adoption of mobile
purchases continues to grow rapidly. Alibaba has also made considerable
investment in cloud computing and health care that we believe will be
longer-term drivers of growth. We believe large growth potential and
current valuation make it a compelling investment going forward. We sold
Alibaba during the third quarter to harvest a tax loss in the investment, and
repurchased it in the fourth quarter.

http://www.baronfunds.com/BaronFunds/media/Quarterly-Reports/Baron-Funds-Quarterly-123115.pdf

By way of background, Baron is a nice little business. They've been around for a while, since 1982, and have about $19 Billion Invested and Under Management. According to their annual shareholder letter their compound annual rate of return has been about 12% compared to 9% for the S&P 500 since inception. Impressive. They manage thirteen separate funds with about about 15% of Net Asset Value (NAV) in Energy and Emerging Markets right now.

Of note, they also throw great parties with lots of celebrity appearances. At their recent annual Investor Conference Lady Gaga, Tony Bennett, Alicia Keys, Steve Martin, Martin Short and Michael Bublé provided the entertainment. Elon Musk was a surprise "electrifying" speaker. Heavy hitters of Financial Media (Chris Dodds. Andrew Ross Sorkin) presented, and/or moderated panel discussions at the event. To his credit, Ron Baron made it clear that no investor money was spent on this event....it was all out of his own pocket as a Thank You to all of the investors who've continued to invest in his business. Actually, I might consider putting some money into a Baron Fund just to finagle a spot on the guest list for next year's meeting. This event sounds like it's amazing. (Prior year entertainers listed below, include Barbara Streisand, Billy Joel, Jerry Seinfeld, Elton John, Rod Stewart, Sting, ect.) I wonder if there's a minimum investment required to get on the guest list?

The mantra for this year's event was "Question Everything". (Authors Note: As an aside I'm not sure how diligent Baron might be with their "questioning" given their infatuation and positions in Alibaba. From their Financial Report it looks like they simply retyped content from Alibaba press releases and put it in the financials. To me, "questioning" would start with actually reading the filings, but hey, that's just me.)

After thinking through of all of the above, I thought I'd dig in and take a look at how well the individual funds did last year. As per my discussion in Window Dressing, I also took a look at how many Repos these funds might have had on hand as of 12/31/15. Remember Window Dressing?....it's where mutual funds take all of their il-liquid junk assets and ship them off for Treasuries overnight (Repos) in order to get the junk off the books and "dress up" their quarter and year-end Financial Statements. Feel free to go back and re-read the Window Dressing post if you think you need a quick brush-up on the concept. Everything below is taken from the 12/312015 & 6/30/2014 Financial Reports. Here are the results.




Not exactly a stellar year, but hey, it was tough on everyone.  So after thirty-plus years of solid returns we can give the Baron Funds a pass, right?  Well, that would normally be true, "It's always best to dance with the girl that brung ya to the prom", but a few things just leap off the pages when we look at the numbers.

The first thing we notice, is that the funds lost 4% in 2015, as compared to the S&P 500 which gained 1.4% (including dividends) for the same period.  The second thing we notice is that the NAV has actually declined from $22 Billion down to $19.6 Billion (11%).  Not only are the funds losing money, Baron is experiencing significant cash outflow.  Investors are not putting cash into the fund, they are pulling it out.

After paging through their gigantic report something else popped out at me.  They do a lot of business with a company by the name of Fixed Income Clearing Corp. (FICC), purchasing significant volumes of overnight Treasury Repos.  Here are a couple of the footnotes.

$ 69,761,323 Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2015, 0.03% due 1/4/2016; Proceeds at maturity - $69,761,555; (Fully collateralized by $25,360,000 U.S. Treasury Note, 2.25% due 11/15/2024; Market value - $25,423,400) and $44,730,000 U.S. Treasury Note, 2.50% due 5/15/2024; Market value - $45,736,425)

$57,532,192 Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2015, 0.03%  due 1/4/2016; Proceeds at maturity - $57,532,384; (Fully collateralized by $30,530,000 U.S. Treasury Bond, 7.625% due 2/15/2025; Market value - $45,069,913 and $13,580,000 U.S. Treasury Note, 2.25% due 11/15/2024; Market value - $13,613,950) 

There are eleven (11) similar footnotes. Total Repos as of 12/31/15 were $462 Million (2.4% of Assets), up from $335 Million (1.5% of Assets) as of 6/30/2014.

Since we have no way of knowing the terms of these Repos, or what assets were exchanged for the privilege of putting these "One Night Only" Treasury Securities on the books, we have to ask:  "Exactly why are these Repos there?"  Did they pay cash  for the Treasuries?....or perhaps they traded a stack of securities they didn't want anyone to see?  Baron might be judiciously managing their money, balancing fees with interest earned and eking out every last basis point for their investors.  Or perhaps, and I'm just speculating here, they might just be enthusiastically participating in what could be a  good-old-fashioned Christmas at Macy's style  "Window Dressing" scheme.  If the latter is correct, by my guesstimate/count, they could have as much as $462 million "Window Dressed" bad assets on the books as of 12/31/15.  As far as I can tell from the report they also have no Level 3 Assets, which I find curious.  Most of the funds I review have at least some il-liquid assets (Level 3 Assets) on the books.  They admit their mistakes, write them down and move on.

The breakdown by fund tells us something as well.  The poorer performing funds generally have higher levels of Repos.  Relevant Repos are 7.6% of the Focused Growth Fund NAV, 4% of the International Growth Fund NAV, 10.4% of the Emerging Markets Fund NAV, 17.7% of the Energy and Resources Fund NAV and 5.1% of the Discovery Fund NAV.

Why?  Well, generally, there's no need to Window Dress funds where there are no problems.  On the other hand, poor performing funds have a significant incentive to monkey around with the numbers in order to stave off redemptions.  Simply put, Mutual Funds are not like Banks.  Once Mutual Fund Investors smell trouble, they bolt. They can take their money anywhere immediately, and they do. Unlike a bank, with Mutual funds there's nobody (like the FED) waiting in the wings to provide liquidity, stepping in to bail investors out.  The fund managers just have to keep selling until they can't sell anymore, or like Third Avenue, they go to the SEC with a "please make it stop" letter and all of the post-run retirees like Margret (who are always the last ones to the redemption party) become what I call Financial "Firemen"  (i.e. -  They actually provide the "free" liquidity to facilitate the wind-down and put out the fire. In layman's terms, they are hosed).

For example, in the case of Baron, the Energy & Resources Fund declined by 32% in the last year and had 18% or it's assets deployed in Overnight Treasury Repos.  The Emerging Markets Fund had a one year loss of 11% with 10% of the Fund's Assets in Repos.  Therefore, if the Repos are really "bad assets" and they should be written off, the Energy & Resources Fund actually lost 50% and the Emerging Markets fund lost 21%. Makes sense?

The other thing that's very common practice with Mutual Funds is to compare your performance to some Index that's actually worse than what you did.  If you didn't beat the S&P this year, for the love of God don't compare your fund to the S&P....compare it to some obscure Index that nobody tracks.  This "Mental Accounting" game tells the Investors "Yes, it's true our performance sucked this year....but we didn't suck nearly as much as this Index which we found that's designed to mirror the sucky-ness of the sector we have invested your money in!...so we sucked much less than everyone else who chose to put their money this crap!"  Of course, money is portable.  There is no "Growth Money", "Tech Money" or "Emerging Markets Money". Investors can put their money anywhere they think is best.  Money is money.  The only way to evaluate a money manager is to determine "did they beat the market"?  If they do, on a consistent basis, they are adding tremendous value.  If not, as an investor, you can just put your money in an S&P Index Fund, assume the risk of the market (if you choose...or keep it in cash if you don't want the risk) and get on with your life.  As you can see, our friends at Baron had a tough time when compared with the market this year.  .

This is the odd courtship ritual that scores of  fund managers continue to preform when times get tough. They need to hold on their current investors, by whatever means necessary, and sign up new investors to provide liquidity and feed the beast.  There's a tremendous incentive to make the numbers "suck less". That's really what window dressing is all about.  Money managers are very much like the brave young pioneer shouting to his fellow pioneer friend as they are frantically trying to outrun a grizzly bear....."I don't have to run faster than the bear" he yells..."I just have to run faster than you!" Such is the life of a money manager when there's a liquidity event or valuation reset.

As an alternative to trying to outrun other fund managers, some of them might just throw a big party.

Who is FICC?

Well, the simple answer is that Fixed Income Clearing Corporation (FICC) is a wholly owned subsidiary of  The Depository Trust & Clearing Corporation (DTCC) of course!  I presume most of you have never heard of these business.  DTCC provides trust, custodial and clearing services for financial institutions (Banks, Mutual Funds, Hedge Funds, Exchanges, etc.) The headline from their 2014 Annual Report Dashboard says it all.
Total Value of Securities Processed in 2014 - $1.6 Quadrillion
To my somewhat foggy recollection, I believe this is the only time I've ever seen the word "quadrillion" in an annual report.

Yes, that's right, this relatively unknown, behind-the-curtain business handles:

 $1,600,000,000,000,000

...worth of securities transactions every year.  Although I might sound naive, I'd like to ask: What does "processing $1.6 Quadrillion in securities" even mean?  Is that a good or bad thing?  Is 23 pairs of chromosomes the right number?  Who's to know?  It just "is what it is".  To put this in perspective, according to the most recent FED report I could find, US "Non-Cash" transactions (Debit, Credit & Prepaid cards, ACH Transactions and Checks) in 2012 totaled  122.8 billion transactions, with a value of $79.0 Trillion.

Simply put, DTCC processes roughly the dollar value equivalent of twenty times (20x) ALL US Non-Cash transactions every year.  Or, to describe it another way, this figure represents roughly 90x the GDP of the United States cleared/processes/traded through DTCC every year.

DTCC is an industry owned and governed "market utility".  Interestingly, it's a relatively tiny little business given the role that is seems to have carved out in the global economy. There are four primary operating units, Global Trade Repository (GTR), National Securities Clearing Corporation (NSCC),Fixed Income Clearing Corporation (FICC) and The Depository Trust Company(DTC) .  Total assets are roughly $25 Billion with Shareholder Equity of $1 Billion. (24:1 Leverage). Revenue came in at $1.4 Billion and they generated a net income of only $32 Million. I suppose this lack of profits is understandable since the business is run as an industry funded quazi-non-profit utility. Transactions processed are 64,000 times assets and they pay themselves the equivalent of minimum wage to do it.

The annual financial report lists like a Who's-Who of US Bankers. Nearly every Major Bank and Exchange (JPM, Citi, Morgan Stanley, FINRA, ICE, Bank of America, State Street, UBS, Ameritrade, Wells Fargo, PIMCO, Goldman, etc.) has executive representation on the board. These folks are the best and brightest. Everyone of them dedicated to relentlessly knocking down the roadblocks which might be an impediment to growth. Their motto, right in their annual report is: "Protecting Safety and Soundness". Fortunately, I'm sure their full time jobs at their primary employers don't interfere, or take time away from their responsibilities at DTCC. What could possibly go wrong?

For some of my readers who might not be much older than my nicest pair of dress shoes I'll go through a one paragraph history lesson on why DTCC exists today.

When I was a young pup making my way in finance I remember some of the wily old gray-beards talking about how things were way back in an era that they used to refer to as "the1960's". The NYSE only cleared a few million shares a day, mortgage backed securities, derivatives, synthetics and the NASDAQ didn't exist. I know this sounds prehistoric to you youngsters reading this, but at the time, securities laws required the physical delivery of stock certificates to the actual owners (or the broker by proxy) of the stock. That's right, when you bought 100 shares of IBM the stock certificates actually showed up in the mail the next week (or two). As trading volume grew, physical limitations became apparent. Stacks of stock certificates piled up on filing cabinets, desks and every open table space in every empty conference room, Files and certificates were mailed to the wrong place, mis-delivered and often lost. Some brokerages even closed mid-week when they got too far behind. Mail rooms were humming. As volume grew, nobody could keep up. Wall Street needed to do something, so they hatched a plan to "computerize" everything. They needed to change the state securities laws to eliminate the requirement for actual delivery of stock/security certificates, create an escrow/depository and record ownership of the securities in name only (book-entry form) at the brokerage. Theoretically, every brokerage account could be reconciled to the actual stock certificates and securities on file at the Depository. Thus, in 1973 the Depository Trust & Clearing Corporation (DTCC) was born. Overhead, paper, mailing costs and staffing were reduced and eliminated. Efficiency increased and the foundation for the expansion of financial markets was firmly in place.

Fast forward forty years. Here's a potentially prophetic, ominous quote from the DTCC shareholder letter:


Our role is so essential to the functioning of the financial system that a disruption in the clearance and settlement of trading activity could grind the markets to a halt. We continued our track record of functioning at the highest levels, powered by battle-tested and robust processing engines that handled nearly $1.6 quadrillion in securities transactions in 2014 – an average of about $6.4 trillion per business day.

I have to say, that I really hate it when I see words like "grind markets to a halt" in a financial statement. Moreover, maybe it's just coincidence, but whenever I hear an IT guy use the word "robust" or "battle tested" I can be rest assured that the system he's referring to is the one that's going to blow up next.

In 2014, according to the World Bank, US Stock Market turnover was about $41 Trillion, so we can assume that the rest of DTCC's $1.6 Quadrillion cleared ($1.559 quadrillion) is comprised of financial assets other than stocks. (i.e. Bonds, Derivatives, Synthetics, MBS's, CDO's, Futures, Swaps, etc.) give or take a Trillion dollars or two. (Authors Note: I had never believed, until now, that at any point in my financial career, that I would be rounding any financial metric to a "trillion or two".)

Moreover, the processing/outage/collateral risk is primarily concentrated in DTCC and two other similar businesses, Euroclear  (Brussels - $770 Trillion) and Clearstream  (Deutsche Borse Frankfort - $225 Trillion). These three (3) relatively small businesses clear $2.6 Quadrillion in securities transactions, with volume growing significantly every year.


Theoretically, every Stock Certificate, Bond, Derivative and trade-able Contract (Exchange Traded or OTC) has specific requirements/form and physically exists somewhere, either at DTCC, Euroclear, Clearstream or a custodial bank/trust (State Street, JPM, etc.) or a broker/dealer. The contract stays in one place, but the ownership changes constantly in a flurry of daily electronic, book-entry activity. As an old-school bookkeeper, I can't help but wonder if and how the book entry ever gets reconciled with the physical contracts. (Remember the mess with trying to figure out which mortgages were bundled with which Mortgage Backed Securities? The "show me my mortgage defense?"...."what? you can't produce my mortgage? I guess I don't owe you anything!...") By way of confession, I know that when my little insurance business is audited, every once in a while we have a hard time coming up with the signed policy contracts requested by the auditor....and I'm embarrassed to say, we have far less than $2.6 Quadrillion in annual transactions to monitor/manage.


Next, lets examine where all of these assets came from and how all of this value was created. Obviously, the assets aren't "real". They are leveraged promises. The economy has only been growing at 2%. None of the $2.6 Quadrillion in annual leveraged promise transaction volume existed in 1970. Back then, investors bought stocks and bonds. That was it. Generally, all of these contracts take the form of "I'll promise to give you something now....and you promise to give me something later." The "something" can be cash, currency, a commodity, stock/bond, basket of securities or just about anything. The "later" can be tomorrow, a month from now, a year from now or "whenever". Each of these transactions has the possibility of a gain or loss, i.e.) the "something" I gave you today will be worth less (gain) or more (loss) than the value of what you are going to give me later. Now, since all of these "somethings" and "laters" are relatively well defined and stable, we can deploy "leverage" to each of the contracts. This is how we create these huge notional values ($2.6 Quadrillion for example). If I need to buy $100 million worth stocks, bonds, commodities or a currency from you next year at today's quoted price, since the relationships have been historically stable, I don't need to give you $100 million now, I can post $1 million in collateral today and promise you that if the value of the stock/bond or currency decreases, I'll post more collateral (margin call) to cover the decline. Moreover, do you remember my discussion on Rehypothecation?  The practice where large institutions actually use customer collateral to fund margins? As you might recall this funding mechanism provides virtually unlimited leverage.

Notional Contract values become enormous, The values eventually exceed, sometimes by a wide margin, the actual availability of the underlying asset. They have to be netted and closed out. The most current figure I have for the Notional Value of open Derivative Contracts comes from the Bank of International Settlements.  For example, the notional value of OTC derivatives contracts outstanding at end-2014 was $630 trillion, which was eight times greater than global output and 6.5 times larger than all outstanding global debt securities. Exchange Traded Derivatives are an additional $127 Trillion as of 12/31/15. Of course, a substantial portion of the assets represented by these contracts won't/can't be physically delivered. Yet, in my little example case, I want/need the $100 million asset my counter-party has promised to deliver. I'm entitled to my stock/bond/ commodity or currency. I've kept my end of the deal. But, there's a point at which the contracts can't be fulfilled, yet I still need my asset....then what? How can I get something that physically doesn't exist? I'll be forced to deal with a counter-party in default. It's not unreasonable to believe that at some point , the wind-down and settlement of these far-a-flung contracts simply can't work out without a few bumps in the road.

Back to "Window Dressing" 


Now, let's go back to Baron and the other 1,574 customers of FICC.  The FICC customer list includes virtually every household fund name, Nuveen, Hancock, TIAA-CREF, Aberdeen, PIMCO, Royce, Schwab, TransAmerica, Value-Line, etc. Many of the funds sampled list FICC Repos on their balance sheet as of the most recent year end. Again, these Repos represent Treasury securities, possibly exchanged for il-liquid collateral, the most conservative, yet nearly invisible form of window dressing I know of. Yet, it truly is, because of the lack of disclosure requirements, impossible to tell which assets the Repos replaced. As I suggested in my prior post, when you review your struggling mutual fund's financial statements, and you see a large, overnight Treasury Repo value, you might just want to think about why that transaction is really on the books in the first place. Again, is it because the fund manager astutely contacted FICC to collect a few more crumbs of interest income for the quarter rather than let cash sit idle? Or could it be that FICC might just be the Christian Dior' of Window Dressing helping your pioneer fund manager outrun a financial grizzly bear.

So what do we have.....

We've got three relatively small businesses providing custodial clearing and matching services for the lions share of the worlds financial assets. These businesses have demonstrated that they are fully capable of providing services which, intentional or not, could be used to hide "bad assets" and potentially materially mis-state (Window Dress) the assets of mutual funds, ETF's and any other business which may want to "improve" their financial results at year/quarter end.

The volume and integration of these transactions has become, at least for me, mind boggling. As the DTCC annual report mentioned, if something goes haywire "any disruption could grind the markets markets to a halt". I need only recall the Knight Capital debacle as a harbinger of things to come. Knight Capital was handling a third of the NYSE volume one day, and out of business the next. No matter how "battle-tested" and "robust" these systems are, we are only one "computer dude uploading the wrong software" away from another flash crash....next time it might be much more "crash" and not so much "flash".

Given the above, and I want to be clear here, I'm not some Luddite. I get it. Technology is important and valuable. Tech has changed our lives for the better in heretofore unimaginable ways. Vastly improved communication, safety, efficiency, health, transportation, security, etc are just the tip of the ice-berg. That said, I also now have a virtually unlimited supply of cat videos, porn, spam and website/email fraud dumped on my electronic doorstep every day. Pardon my rant, but do I really need a super computer in my toaster to send continuous updates to my smart phone letting me know the real-time status of my toast? God forbid that something goes wrong with the application either setting my house on fire or causing me to spend thousands of dollars on diagnostics and threat detection to determine whether my toaster has been hacked and if so what precautions I need to take to better secure my toaster from rouge toast-hackers. I just want a %$#*!! piece of toast! What I'm saying is that tech, simply for the sake of more tech doesn't help anyone.

The world's financial markets aren't Facebook or Twitter.....this is real money. If something or someone goes berserk we don't get unFriended or have our embarrassment re-Tweeted. We go broke. This whole mess started 40 years ago with a simple concept "hey, maybe we can streamline the process and save some postage" ....and now look where we are.

Finally, my wife and I were in Italy a few years ago, wonderful trip. On the train to Sorrento we rode through Pompeii. I couldn't help but feel sorry for the poor Pompeii charcoal people timelessly preserved in the ash. Very sad. They were instantly baked to a crisp, just like little Cannoli shells left in the oven a smidge too long. They never knew what hit them. In my mind's eye I can visualize them occasionally glancing up at Vesuvius and thinking "Hey....I wonder what that smoke is?....does it feel warm to you?....kind of hot for this time of year.....don't you think?......did you feel that rumbling?....what was that?....I've never heard that before......the water from the well is really hot...what's up with that?....oh well.....seems like a nice day....let's go to the beach...."

Anyway, I hope everything with the global financial markets turns out OK.......It's kind of cold in Cleveland right now, but I'm looking forward to the Summer....maybe we'll go to the beach.




Other Recommended Reading

DTC - 2014 Annual report
http://www.dtcc.com/annuals/2014/index.php

Stock Turnover - $41 T - 2014
http://data.worldbank.org/indicator/CM.MKT.TRAD.CD



DTCC Financial Statements
http://dtcc.com/annuals/2014/pdfs/DTCC_Consolidated_Financial_Statements_2014.pdf
http://dtcc.com/annuals/2014/performance-dashboard/index.php

Baron - Alibaba
http://www.gurufocus.com/news/392537/baron-funds-comments-on-alibaba-group-holding-ltd#.VsPFN6IAJoo.email

DTCC
https://en.wikipedia.org/wiki/Depository_Trust_%26_Clearing_Corporation

Baron Financial Reeport - 12/31/15
http://www.baronfunds.com/BaronFunds/media/Quarterly-Reports/Baron-Funds-Quarterly-123115.pdf

Baron Financial Report - 6/30/14
http://baronfunds.com/getattachment/dd6db42b-8b30-40b7-a524-2341b9d0fc78//

Baron - 2013 Annual report -
http://baronfunds.com/getattachment/4f7068f3-cf03-494f-bf3d-d29e8db97e4d//

DTCC
http://www.afr.com/business/banking-and-finance/quadrillion-dollar-corporation-at-the-heart-of-the-financial-system-20150707-gi6w7b

Euroclear - USD 770T in 2014 - Brussels
https://www.euroclear.com/investorrelations/financials/annual-report/annual-report-2014.html
https://www.euroclear.com/dam/PDFs/Corporate/Euroclear-Credentials.pdf

Clearstream - EU 200 T in 2015 - Luxembourg
http://www.clearstream.com/blob/11370/5631f715ef77eac6c9e86637747717eb/gdb-annual-report-data.pdf
http://corporatereport2015.deutsche-boerse.com/deutscheboerse/annual/2015/gb/English/pdf/Financial_report_2015_e_FINAL_20160316.pdf

DTCC

https://en.wikipedia.org/wiki/Depository_Trust_%26_Clearing_Corporation


Goldman wrong on 5 of 6 trades
http://www.bloomberg.com/news/articles/2016-02-09/goldman-sachs-abandons-five-of-six-top-trade-calls-for-2016?cmpid=yhoo.hosted

The estimated number of noncash payments, excluding wire transfers, was 122.8 billion in
2012, with a value of $79.0 trillion.  (Includes, Debit, Credit & Prepaid cards, ACH Transactions and Checks)
https://www.frbservices.org/files/communications/pdf/research/2013_payments_study_summary.pdf

Ron Baron - Forbes Profile
http://www.forbes.com/profile/ron-baron/

Flash Crash - May 6, 2010
http://www.nytimes.com/2010/05/07/business/07markets.html?action=click&contentCollection=DealBook&module=RelatedCoverage&region=EndOfArticle&pgtype=article&_r=0

DTCC - FICC Clearing Members - 146 - State Street Sponsored Funds - 1,574 (Including Baron Funds) - look at Nuveen/Hancock/etc.
http://dtcc.com/client-center/ficc-gov-directories#/

Knight Capital
http://www.forbes.com/sites/steveschaefer/2012/08/02/knight-capital-trading-disaster-carries-440-million-price-tag/#3a228aae14c4


Alibaba Investors
http://www.sfhfm.org/boston-partners-buys-386493-shares-of-alibaba-group-holding-ltd-baba/


List of entertainers at Baron Shareholder Conferences
https://en.wikipedia.org/wiki/List_of_Ron_Baron_Investment_Conference_Entertainment

List of Ron Baron Investment Conference Entertainment
From Wikipedia, the free encyclopedia
Year
Main Performance
Lunch
Lunch
Lunch
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
Mona Lisa Sound (Rock String Quartet)
2001
2000
Mona Lisa Sound (Rock String Quartet)
1999