Sunday, April 17, 2011

Fatal Risk – the must-read book on AIG's failure

There are dozens of books on the financial crisis: I have read many of them and the Kindle samples for just about all of them. There are only two I would recommend: those are Bethany McLean and Joe Nocera’s excellent All the Devils are Here and the much more specifically detailed Fatal Risk from Roddy Boyd. Roddy's book is solely concerned with the failure of AIG.

Both books start without any strong ideological preconceptions and let the facts woven into a good story do the talking - and both wind up ambivalent about many of the major players - with many players having human weaknesses (gullibility, delusion, arrogance etc) but committing nothing that looks like a strong case for criminal prosecution. Reading these you can see why there are so few criminal prosecutions from the crisis. And you will also see just how extreme the human failings that caused the crisis are.

If you are not familiar with the saga that led up to the mortgage collapse, the rise of securitisation, the depth of the repo market, the lowering of credit standards start with the McLean/Nocera book. If you have to give a book as a gift to someone who is not a financial professional you could do little better. That is the best general book yet written on the crisis.

But for me (and because I was familiar with the broad details of the crisis anyway) the best book of the crisis is Roddy Boyd’s Fatal Risk. It is not a good first financial book to read and I had to think quite hard as to the details that Roddy glossed over - but that was because Roddy had to make a choice - was he writing for someone who vaguely knew what a credit default swap was or was he writing for someone who had actually read a “credit support annexe (a CSA)”.

Fortunately for most people he does not want to assume you have actually read a CSA (although I have). But less forgivingly Roddy does not feel the need to define an Alt-A mortgage or a repo line. This is a fabulous book – but it deals with complex subjects without shying away from their complexity and it assumes you have enough knowledge and intelligence to cope.

Truths, generalities and people

Underlying Roddy’s books are a few financial truths that bear repeating. Firstly anything that has any chance of going wrong if done for long enough will go wrong. It doesn’t matter if your model tells you that you will be fine in any mortgage default environment short of the great depression: if you continue to bet on that model you will lose. Maybe not next year. Maybe not in ten years but you will eventually lose.

Likewise if you write large quantities of out-of-the-money puts you will eventually lose a lot of money.

Likewise if your model assumes that there is always going to be a deep liquid market in any security (with the possible exception of a Treasury bond) then one day you will wake up and the buyers will have scampered like antelopes from a waterhole at first sight of a lion. Any business that has to roll a large amount of debt at regular intervals is dangerous.

Ignore these truths and you take a risk. Ignore them on a grand enough scale and the risk will be fatal.

Whatever: if you ignore these truths you might become rich in the interim. Earnings and growth might be fine. You might even look like a genius. Maybe a “legendary CEO”.

So Roddy’s book starts a long time ago - the 1970s and 1980s when AIG did not forget those truths - and it talks about AIG as a superlative risk management machine. The first section of the book is a repeat of the AIG legend - a legend of superlative risk management mostly in the head of one man: Hank Greenberg. It is a legend that might be overstated but that doesn’t mean that it is not mostly true. Hank really did work absurd hours, pick at steamed fish and vegetables and ask sophisticated questions to six people at once. Hank knew to really understand what was going on you had to go three to four levels deep in an organisation and ask the right questions of assorted lower/mid ranked officers. They would answer truthfully because of a desire to impress or fear or even that (unlike many senior managers) they were not accustomed to spinning. He would get the raw data. He would make the assessment.

There were two things however that Hank did not assess properly: his own mortality and his declining skill in old age. There is no question of declining skill. It is very hard to imagine the Hank Greenberg of 1975 falling for China Media Express - but the Hank Greenberg of 2010 was suckered. As for mortality he had no plans.

He also did not plan for Eliot Spitzer.

By 2000 Hank was extremely concerned about what Wall Street thought of his stock. That is no surprise - AIG was the most highly valued large financial firm in the world (I remember being startled that its PE was three times Wells Fargo). And - unstated by Boyd - Hank liked that a lot because he used AIGs stock as currency to do acquisitions. He was - much to the chagrin of many investment bankers - very selective as to the acquisitions he would do (he knew acquisitions were fraught with risk) but he did some mighty big ones including the purchase of Sun America. I remember that one - and thought (correctly in hindsight) that it probably made sense primarily because AIG was paying with inflated stock.

So by the year 2000 Hank was - apart from running the business - actively manipulating the earnings of the business. As far as I can tell he ran the business particularly well (the legend of AIG was not false) but he also played Wall Street like a fiddle and gave them the numbers they wanted even if they were massaged a little (or maybe a lot).

Moreover - and this is critical for the story - AIG had no overarching operating system. It was a bunch of fiefdoms all reporting to Hank. This meant that AIG could not produce earnings results until the very last day they were legally allowed to file them.  It meant Hank could personally massage earnings. At many financial institutions some approximation of earnings are known every month. At AIG there was no system they could query and ask for their aggregate Alt-A mortgage exposure. Hank might have known - indeed almost certainly would have known - but the system is Hank and Hank being removed or dying would be disastrous for AIG.

And then along comes Spitzer. Spitzer discovers a relatively minor finite insurance transaction between AIG and General Re. (Believe me it was minor - I know of plenty of nastier transactions than that... many of which were never prosecuted.*) However it is a clear attempt to fudge the numbers - Spitzer really is onto something. And with bombast and the power of the Attorney General he makes Hank Greenberg’s world fall apart. Spitzer fights dirty (and it is no surprise that several Spitzer prosecutions later failed because of prosecutorial misconduct) but Spitzer has his clear piece of fakery and he wants and gets his pound of flesh.

Hank is forced out - which is the equivalent to AIG of his sudden death. Worse because AIG went on to repudiate many things Hank stood for including many of his risk-control edicts. If he had died the hero CEO it might have been marginally better for AIG.

The minor nature of the AIG-Gen Re transaction is laid clear when Roddy suggests that there is an “excellent chance that Greenberg gave the Gen Re issues - which cost him his job, his honor, his status and perhaps over a billion dollars in personal wealth - all of five minutes of consideration.”

Still AIG-Gen Re was a transaction designed to massage (ie fake) the numbers - and thus speaks to a relationship with Wall Street and a concern to stock price that is unhealthy.

Unstated by Roddy: Hank had forgotten a cardinal rule of risk management: you do that sort of thing for long enough then one day you will find your Eliot Spitzer. This is just as sure as the statement that if you write put options long enough you will one day get your comeuppance.

The new CEO

The new CEO - Martin Sullivan - was the best salesman AIG had. Joe Cassano (who ran the disastrous AIG Financial Products) observed that he never saw Sullivan ask a single penetrating financial question. It's a telling observation.

The place I used to work had a boss who was very suspicious of financial product salesmen because inevitably they wanted to produce what the market (ie the crowd) wanted. And in financial services if you run with the crowd you can get your comeuppance delivered abnormally sharply.

To be fair, there are financial service companies that require salesmen even as leaders. Insurance brokers spring to mind.

AIG however was not one of those companies. It was global, complicated and pervasive and it had no overarching risk management system now that Hank was gone. To replace a control freak they needed another control freak at least until they built control systems. They never got that - and only at the very end (in Willumstead) did they get a CEO that even understood there was a problem.

There is a truism about financial product salespeople: if you put a salesman in charge of a financial institution with large reach and allow him to operate with thin risk control then your earnings will go up. And up. And up. At least until they don’t. Martin Sullivan proves that truism.

Under Sullivan some small businesses were allowed to expand in new ways until they became big businesses - ones big enough to threaten AIG and indeed the world. A decent example of the Martin management style comes from a small part of AIG - United Guaranty. United Guaranty was a mortgage insurer - at least for a while the best mortgage insurer on the Street. (I remember thinking that a couple of other players, notably PMI and MGIC were much riskier.)

The right thing to do with a mortgage insurer was stop writing business about 2005 - and certainly by 2006. [Or you could sell it as GE did.]  Margins were collapsing and the risk of the loans was rising fast. The independent companies couldn’t really stop because that was their only business. AIG was under no such constraint - United Guaranty was a tiny part of AIG and stopping would not have affected the stock price. It might have even been seen by some (myself included) as a sign of discipline. Here is the quote from an AIG unit chiefs meeting in mid-2007.

As UGC posted its first losses, about $100 million, Nutt was explaining to Martin Sullivan and other senior management that while they hit a rough patch, they were writing excellent new business, and, at any rate, the competition was getting killed. Sullivan smilingly told Nutt that even if he didn’t write another dollar in business for a few months, “We would still love him”. AIG staffers had a phrase for this sort of response: “classic Martin”. It was a decent word or gesture, directed at a manager who was clearly fumbling, both publicly and on the job. But it also carried a serious message: better to be safe than sorry. The trouble is that the time for this was two to three years earlier.

To not realize that a mortgage insurance business in mid 2007 was problematic was seriously inept. UCG has now booked $3.9 billion in losses. Hank would have been on top of this at least a year earlier. Whether he would have been on top of it two years earlier is more dubious. One year earlier and UCG would still have had substantial losses.  But they might have been absorbed by profits in an otherwise functioning AIG.

The two businesses that blew up AIG

There were problems all over AIG (and there were good bits too where individual managers saw the mess coming and ducked for cover). But two businesses stand out for the sheer destruction that they wrought. The better known was AIG Financial Products (FP) credit guarantee business. The less well known was Win Neuger’s securities lending business.

The credit guarantee business for thin fees guaranteed securitisation deals - usually very high grade paper or just as often resecuritisations of high grade paper. These were deals that would be fine in any credit event less bad than the great depression. In other words they were “great depression puts” and FP was writing puts. You should know the truism by now.

But worse the credit default swaps had a credit support annexe (CSA) attached. This made it mandatory for the parent company of AIG to collateralize the deals (ie put up hard cash to guarantee payment) under certain events. Senior management of AIG did not even know of the existence of the CSA until the company was at death’s door. They believed until very nearly the end that mark-to-market did not threaten liquidity.

I understand how a salesman (Sullivan) missed the CSA. If you followed the credit enhancement business you would know - by law - that the monoline insurers were not allowed to collateralize their obligations. Why of course should AIG be any different? But even that cursory “knowledge” could be dangerous. Both AIG and Ambac had CSAs attached to their guaranteed investment contract business (a business that was run by parent companies). I did not know of these until a well known hedge fund manager sent me a copy and even read it over the phone to me.

But that is a thin defence of AIG. The above mentioned hedge fund manager knew of the CSAs at Ambac and MBIA a couple of years before the disaster - and he had to look and find it. AIGs senior management should have just asked. Their risk management department should have been over every material contract - and believe me these were material contracts. This was an epic failure.

Win Neuger’s business was similarly destructive. What he did was [get the parent company to] borrow high grade securities from the life insurance companies, repo them, buy lower grade securities and pledge those back to the life companies to secure parent company obligations to the life companies.

Two things went wrong. The life company management (and later regulators) got mighty jacked when the life companies had lent their good securities and were holding trash security. They required hard capital injections from the parent company to solve this - and along the way AIG kicked in $5 billion. At the end the Texas Insurance Commissioner was going to confiscate four insurance companies (which would have collapsed AIG).

The second thing that went wrong is the counter-parties to the repo loans just wanted cash their back. They wanted it now. To get it though the parent company would need to get back the trashy (and hence heavily discounted) security from the life company, sell them, top up the (now large) shortfall and pay the investment bank on the repo line. This turned marks on the low-grade securities into an immediate liquidity drain on the parent.  That is truly ugly.

How they got there too was a story of failure to consider fat tail risks.  It is the main story of the book.

Liquidity versus solvency

At the height of the crisis it was very difficult to see whether AIG was a liquidity problem or a solvency problem. If it is a liquidity problem then bailouts don’t cost much -indeed structured right they are profitable. If it was solvency then a bailout will be very costly and in extrema (such as Ireland) can bankrupt the nation.

I originally thought AIG was liquidity. I later thought it was solvency. But now the Government looks like it is making heroic profits on the AIG bailout - and it was surely enough a liquidity problem.

There are a couple of lessons here: sophisticated observers (if I am a sophisticated observer) can’t tell the difference between liquidity and solvency in a crisis. The second lesson is that any contract that can cause a liquidity problem will - if repeated long enough - actually cause a liquidity problem. Modelling solvency does not cut it... if you run a financial institution you better model liquidity as well – and better be ready for the closure of debt markets.

The AIG people after the failure

There is a lot of anger in the broad community about the people at AIG especially as none of them - those that caused the largest bailout of the crisis - were ever charged criminally. Roddy does not share the anger about the lack of criminal charges but he is angry about the sheer recklessness of some AIG people. This quote was revealing:
Al Frost’s [a key salesperson for AIG FP] job was to drum up deals and revenue from the major investment banks and he did. Cassano’s job was to ensure that decisions made at FP were logical and made with all available information. He failed... 
But Cassano did not fail in a vacuum.... 
That Martin Sullivan and Steve Bessinger did nothing is now well established. But neither did Financial Services chief Bill Dooley, his CFO Elias Habayeb, Risk Management Chief Bob Lewis and his head of credit-risk Kevin McGinn. Anastasia Kelly’s legal department was similarly silent. These people saw everything AIG FP did in real time and had plenty of authority to force at least a reevaluation. It was, in fact, their job to do this... 
Save for Anastasia Kelly (who retired) every other person in the line of oversight of the FP swaps book is now gainfully employed as an officer at a publicly traded company with as much or more responsibility than they had previously.

Roddy is right. The fact that the failure of these people was not criminal does not excuse it. These people were paid big multiples of average earnings and demonstrated that they can’t do their job. So they are still paid big multiples of average earnings.

Along this line special scorn needs to be reserved for Win Neuger. He ran AIGs internal asset management business - especially the securities lending business which in itself was big enough to destroy AIG.

He now runs an asset management company with over $80 billion under management.

Where else - except Wall Street - can you be that well rewarded for failure?

Recommendation

I don’t want to give too much away. This is the best book yet written about any specific episode of the crisis. I just think you should buy it. Buy multiple copies. Give them to your friends. They will be grateful too.




John


*Hint to the regulators: try and work out the large finite transaction between Unum Provident and Berkshire Hathaway. There lies a can of worms...

Friday, April 15, 2011

Universal Travel Group: auditor resigns edition.

Universal Travel Group has lost its auditor - a small firm Windes and McClaughrey.  Windes looks  reputable - a cursory look through the SEC database as to companies they have audited turns up nothing untoward.

So I was surprised when they accepted the audit assignment.  After all my views about Universal Travel are well known.  I even asked how we would test whether the $43 million stated cash balance at NYSE:UTA was really there.

The auditor asked the same question.  Here is the key section from the auditor-departs 8K filing.
The following reportable disagreements occurred within the period from Windes' engagement through the date of its resignation, which if not resolved to the satisfaction of Windes, would have caused it to make a reference to the subject matter of the disagreements in connection with its report. 
Windes had informed the Company in its resignation letter that it was no longer able to complete the audit process. Windes stated this was due in part to Management and/or the Audit Committee being non-responsive, unwilling or reluctant to proceed in good faith and imposing scope limitations on Windes' audit procedures.  
Windes also stated that Windes had lost confidence in the Board of Directors' and the Audit Committee's commitment to sound corporate governance and reliable financial reporting.
Prior to its resignation, Windes raised the following issues (some of which may be considered to be disagreements) encountered during the audit, including issues related to the authenticity of confirmations, a loss of confidence in confirmation procedures carried out under circumstances which Windes believed to be suspicious; issues concerning the lack of evidence of certain tour package contracts and related cash payments.
So the auditor wanted to check balances (presumably though I am guessing - cash balances) and considered the procedures the company wanted to use to confirm the balances "suspicious".  Moreover management were unwilling or reluctant to proceed in good faith and imposed limits on what Windes can do.

Universal Travel is going through the circus of finding another auditor - their sixth.  You could see through this company from a couch in Bronte or from a desk at the NYSE or any  SEC office.  Everything that I did to demonstrate problems with this company could be done without visiting China - and yet the stock was never suspended, kicked to the Pink Sheets or anything else.  Nah - the NYSE kept collecting listing fees.

The NYSE it seems has no concern for its reputation.

It is not as bad as Singapore (where prospectuses for fraudulent Chinese companies were handed out in shopping centers) but hey - what is this - a race to the bottom?



John

Saturday, April 9, 2011

Singapore-Australia stock exchange merger: reasons for the veto

Mike Smith, the CEO of ANZ Bank (one of the big four Australian banks), has received a lot of press for criticising the Australian government veto of the takeover of the Australian stock exchange by the Singapore stock exchange.  I guess he is making the running but he is an ineffective lobbyist.

Senior management of at least one other big four Australian bank (won't tell you which one) privately lobbied the Treasurer Wayne Swan against the merger.  Their reason: Singapore is one of the dirtiest, most corrupt stock markets in the world and they did not want that syphilitic puss invading the Australian financial markets and in particular the Australian superannuation system.

You see Australia has a well-functioning and mostly honest privatized social security system we call “superannuation”.  Its one of the great economic achievements of this country.  It relies on a mostly honest financial market.

Singapore by contrast is one of the homes of Chinese fraud.  At one stage a quarter of the volume of the Singapore stock exchange was so called S-Chips – Chinese stocks listed in Singapore – and they were every bit as scummy as the Chinese reverse mergers listed in New York.  Singapore – in exchange for listing fees – allowed their population and their investment market to be raped by fraudsters.  (If you don't believe me look up a few of the S-Chips on the Wikipedia S-Chip scandal page.)

Singapore came to Australia saying they ran an honest market.

They lied.

At least one and possibly three of the big Australian banks knew they were lying.

Ultimately Wayne Swan knew they were lying.

He did the only decent thing and vetoed the merger and I applaud him for it.

Allowing that puss a place in the Australian market would be deeply damaging for the Australian superannuation system.  And Wayne Swan knew it.

Now interestingly three of the big four banks in Australia have substantial positions in Australian superannuation.  Westpac owns the old Banker Trust platform.  National Australia Bank owns MLC.  Commonwealth Bank owns Colonial.  Only ANZ does not have a seat a the table.  And so only ANZ – through their weakness – would not be a loser if the ultra-corrupt Singapore exchange got to control the ASX.

And ANZ does some trivial investment banking in Asia – so Mike Smith was talking his pocket book.

I know for sure at least one Australian bank lobbied against the merger.  I lobbied a little against the merger too.  But the merger was against Australia's interests and against the interest of three out of four of the big banks.

Wayne Swan – in vetoing the merger – acted clearly in Australia's interest against Singapore corruption.  I could not be prouder of him.





John

Tuesday, April 5, 2011

China Media Express and a comment on the efficient market hypothesis

China Media Express has announced that it will appeal its suspension from the Nasdaq.

I guess they are going to say that - apart from this amazing 8K they were completely kosher.

[Deloittes] has informed the Company in its resignation letter that it was no longer able to rely on the representations of management and that it had lost confidence in the commitment of the Board and the Audit Committee to good governance and reliable financial reporting. Prior to its resignation, DTT raised the following issues (some of which may be considered to be disagreements) encountered during the audit, including: issues related to the authenticity of bank statements; a loss of confidence in bank confirmation procedures carried out under circumstances which DTT believed to be suspicious; issues concerning the validity of certain advertising agents/ customers and bus operators (including with respect to certain of the Company's top ten customers); concerns over possible undisclosed bank accounts and bank loans; information on file with the State Administration of Industry and Commerce as to certain subsidiaries appearing to be inconsistent with comparable financial information provided to DTT; the verification of the validity of a sampling of tax invoices issued in connection with certain large transactions; the verification of certain subsidiary tax payments with the local office of the State Administration of Taxation; the verification of salary payments made in cash directly to employee bank accounts; the verification of the production process for advertising programs; and the potential double counting of a certain number of buses. As a result, DTT had requested that the bank confirmation process be re-done at the banks' head office and that the issues described above be addressed by an independent forensic investigation. 
You see Deloitte had lost confidence in the management and the board and the audit committee. The board is going to the Nasdaq to protect their listing.  The board is substantially unchanged.

They thought there was problems with the authenticity of bank statements. [Translation: they can't be sure the money was there.]

They lost confidence in bank confirmation procedures carried out under circumstances they thought were suspicious. [Translation: the local bank was in on the scam...]

They thought there was a problem with validity of certain advertising agents/customers and bus operators (including with respect to certain of the Company's top ten customers). [Translation: the customers and bus operators were faked.]

They thought there were concerns over possible undisclosed bank accounts. [Translation: the money raised largely from Starr but also others was transferred to undisclosed bank accounts and is no longer there - presumably stolen.]

They also thought there were undisclosed loans. [Translation: Chinese banks lend money to fictional customers - which will cause awful problems when the Chinese boom ends. This is a bell-ringing observation on China generally.]

Deloitte requested that the bank confirmation process be done again at head office. Management refused. [Translation: head office of the bank was not in on the scam.]

I could go on.

Potemkin Villages and gullible Western investors

This is a company that claimed to advertise on buses.

They showed Western investors buses with media content and adverts. If you asked to be connected to someone from an advertising agency they would take you there. It all looked real. But it was all a Potemkin Village (a good enough one that Delotte signed the previous year accounts).

If you actually went to spy on them unannounced you discovered it was all fiction.

Unfortunately few investors actually stand outside head office or a factory or a bus yard or did any genuine third party check.

That is not what most investors do. [Bronte has a process for doing some third party checks - and even with them we have worked out ways of losing money!]

Instead what most investors do is go on investor relations tours, stay in good hotels, go to nice dinners.

They turn up to a Potemkin village and believe it. Completely believe it. Some people strangely still believe in Potemkin villages even after the scam is exposed.

Gullibility and the efficient market hypothesis

We know - for sure - that there are people who still believe Chinese scams after they have blown up because they have been taken to Potemkin villages and refuse to disbelieve their own eyes. They are truly gullible.

Its a sad statement on the funds management profession that people entrusted with so much money are so easy to deceive. These people are born to lose money. Rich fools. Kids (often money managers under 35) who get recruited because they look good in a suit and can convince people that they are a safe place for a billion dollars in retail money. Or kids who inherit their position.

Critics of the efficient market hypothesis (EMH) have looked at people with better than average results and argued that those results were because they were so smart. I think the EHM critics have got it backward: they should be researching dumb people. The easiest way to argue the EMH is to demonstrate that it is possible to do better than the market because some people are so dumb.

You only need to identify the dummies.

Look at the institutional investors left holding the bag on this stock or on other Chinese shorts and I reckon you have found your candidates.


John

Monday, April 4, 2011

Northern Oil versus Brigham Exploration Company

Someone in the comments asked me why I was short Northern Oil versus (say) Brigham Exploration Company.  Brigham is another highly valued Bakken play.  Yahoo reports Brigham as having a 97 times PE ratio.

Northern Oil is – as previous posts have made clear – not an exploration and production company.  It buys acreage and it participates in wells drilled by other people on that acreage.  Its only skill – its only reason for existence – is choosing which acres to buy and managing their ownership position.  That is why it manages to be a $1.6 billion company with only 11 staff.  The staff don't do anything except buy and manage an acreage ownership position.

Well here is list of completions from the most recent 8K.


RECENT COMPLETION HIGHLIGHTS
The following table illustrates first quarter 2011 completions in which Northern Oil has participated with a working interest.
WELL NAME
OPERATOR
COUNTY/STATE
WI
IP/BOEPD *
JEANIE 25-36 #2H
URSA
MCKENZIE, ND
54.58%
1,185
HOVDEN FEDERAL #1-20H
SINCLAIR
DUNN, ND
45.72%
1,325
BORSETH #15-22 1H
URSA
MCKENZIE, ND
39.55%
2,015
BANDIT #2-29H
SLAWSON
MOUNTRAIL, ND
26.25%
959
NIELSEN #1-12H
CONTINENTAL
DIVIDE, ND
24.25%
857
VONA #1-13H
CONTINENTAL
DIVIDE, ND
20.31%
921
ERNEST SCHARCHENKO #34-33H
MARATHON
DUNN, ND
17.57%
400
MUSKRAT FEDERAL #1-28-33H
SLAWSON
MOUNTRAIL, ND
12.83%
1,453
ZI PAYETTE #10-15H
ZENERGY
MCKENZIE, ND
12.50%
1,323
HOLTE #1-32H
CONTINENTAL
WILLIAMS, ND
12.50%
933
GEORGE TANK #151-96-10C-3-3H
PETRO HUNT
MCKENZIE, ND
12.35%
902
ALMER 31X-6
XTO
WILLIAMS, ND
11.14%
388
BROWN 30-19 #1H
BRIGHAM
MOUNTRAIL, ND
9.25%
2,240

2
CROWFOOT #35-3031H
EOG
MOUNTRAIL, ND
8.38%
330
COWDEN #5404 13-35H
OASIS
WILLIAMS, ND
7.65%
1,594
EN-HEINLE #156-94-2536H-3
HESS
MOUNTRAIL, ND
7.29%
950
VIXEN FEDERAL #1-19-30H
SLAWSON
MOUNTRAIL, ND
6.70%
2,218
HELEN 11X-05
XTO
WILLIAMS, ND
6.64%
917
BENNY #1-13H
CONTINENTAL
RICHLAND, MT
6.25%
232
NORWAY #1-5H
CONTINENTAL
MCKENZIE, ND
5.14%
1,429
ROUND PRAIRIE #10-1819H
EOG
WILLIAMS, ND
4.82%
1,900
MILLER #44-11H
WHITING
WILLIAMS, ND
4.12%
1,144
BUD #1-19H
CONTINENTAL
WILLIAMS, ND
3.70%
1,983
KOSTELECKY 31-6H
FIDELITY
STARK, ND
3.60%
1,343
PROWLER #2-16
SLAWSON
MOUNTRAIL, ND
3.44%
1,145
HODENFIELD #15-23H
AMERICAN
WILLIAMS, ND
2.38%
1,400
EN-TRINITY #154-93-2833H-1
HESS
MOUNTRAIL, ND
2.28%
750
MCD #11-29H
FIDELITY
MOUNTRAIL, ND
2.08%
430
PAYARA # 2-21H
SLAWSON
MOUNTRAIL, ND
2.03%
1,148
MUIR #1-7H
CONTINENTAL
DIVIDE, ND
1.75%
671
MICHAEL STATE 31X-16
XTO
WILLIAMS, ND
1.19%
271
OUKROP #34-34H
FIDELITY
STARK, ND
1.17%
262
CLEARWATER #23-3025H
EOG
MOUNTRAIL, ND
1.08%
250
LYNN #19-20-29H
FIDELITY
MOUNTRAIL, ND
0.81%
1,251
SATTERTHWAITE #43-1H
WHITING
MOUNTRAIL, ND
0.70%
1,478
EN-WILL TRUST B #157-94-2635H-3
HESS
MOUNTRAIL, ND
0.54%
320
FORT BERTHHOLD #152-94-13B-24-1H
PETRO HUNT
MCKENZIE, ND
0.52%
1,135
_____________


There are a bunch of things to notice.  Every single well is in North Dakota.  That is not surprising - the "sweet spot" in the Bakken is in North Dakota.  We know that Northern has been buying its large acreage in Montana and buying small plots in North Dakota - but all the drilling is on those small plots.  (The large Montana acreage might one day be valuable but they paid not very much for it - and as far as the current drilling is concerned the Montana positions only pad the acreage numbers.)

The second thing to note is how variable these wells are.  Only three wells have an initial flow of above 2000 barrels per day.  Ten wells have an initial flow below 500 barrels per day.

The third thing to note is that - as per all Northern releases - no decline data is given.

Lets contrast this to Brigham Exploration (BEXP) who have published a summary of their Williston Basin North Dakota results.  BEXP averages greater than 2850 barrels per day initial flow.  The average of Brigham is above the highest achieved by Northern Oil.  Brigham has multiple wells that flowed above 5000 barrels per day initially.

Moreover Brigham does not have a single well with an initial flow below 1000 barrels per day.

Further Brigham published flow rates averaged over the first 30 days and the first 60 days.  Declines are massive.  Initial flows averaged 2858 barrels per day. Average of the first 60 days is 826 barrels of oil per day and those averages include very high initial flows.

Whatever: it is clear that Brigham's results are much much better than Northern and that Brigham deserves a premium valuation.  All things equal these results suggest that Northern's acreage position is inferior to Brigham despite Northern being entirely focussed on acreage.

Decline rates are massive at Brigham - albeit from high initial flows.  We do not know the decline rates at Northern but the initial flows are much lower.



John

A postscript is warranted. Brigham Exploration was acquired. It was a good call...

Saturday, April 2, 2011

When senior executive pay becomes parody: Transocean edition

Transocean awards bonuses to senior management at least in part based on safety.  That looks honorable to me.

But as the WSJ reports:

Transocean Ltd. had its "best year in safety performance" despite the explosion of its Deepwater Horizon rig that left 11 dead and oil gushing into the Gulf of Mexico, the world's largest offshore-rig company said in a securities filing Friday.  
Accordingly, Transocean's executives received two-thirds of their target safety bonus. Safety accounts for 25% of the equation that determines the yearly cash bonuses, along with financial factors including new rig contracts. 
The payout contrasts with that for 2009, when the company withheld all executive bonuses after incurring four fatalities that year "to underscore the company's commitment to safety."

I want to express my view about the obligation of shareholders to hold management accountable and the problems in corporate law and practice that make that difficult (eg staggered boards) but sometimes you need to just look in wonder at where we have got to.



John

Friday, April 1, 2011

Northern Oil's expanding share count

I had to double-take when I wrote this.  Over the past two years Northern Oil has had about 60 million dollars of revenue.  It has issued roughly three quarters of a billion dollars worth of stock at current prices.

Think about that for a while - then read the detail.

Details details details...

Here is the share count for Northern Oil for the last 8 quarters

2009 Q4     34,120,103
2009 Q1     34,392,103
2009 Q2     36,691,195
2009 Q3     36,769,195
2009 Q4     43,911,044
2010 Q1     44,932,331
2010 Q2     51,079,143
2010  Q3    51,596,849
2010 Q4     62,129,424

Shares outstanding have risen by 28 million which at current market prices is about three quarters of a billion dollars.  Share count has risen every quarter.

Regular issuance is dilutive of the interests Northern Oil shareholders.  It is hard to justify the current stock price if this issuance keeps up.

Many of these shares were sold to the market for cash.  However shares were also issued for lots of other purposes.

Warren Buffett observes that when a company issues shares it is selling a little bit of itself.  If it sells shares for acreage it is selling a little bit of the company in exchange for that acreage.  If the acreage is better-than-average it might be worth it.  But when a company is issuing shares at this rate the quality of assets acquired for those shares should be subject to scrutiny.

As noted - this company often buys acreage for shares.  The land manager (presumably someone important in making that decision) is a 23 year old.  He is probably on top of it.

However shareholders should keep abreast of the reasons management issue stock.  To help I have  (without further comment) reproduced below the section on stock issuance in the 10K.



John






NOTE 6     PREFERRED AND COMMON STOCK


The Company’s Articles of Incorporation authorize the issuance of up to 100,000,000 shares.  The shares are classified in two classes, consisting of 95,000,000 shares of common stock, par value $.001 per share, and 5,000,000 shares of preferred stock, par value $.001 per share. The Board of Directors is authorized to establish one or more series of preferred stock, setting forth the designation of each such series, and fixing the relative rights and preferences of each such series.  The Company has neither designated nor issued any shares of preferred stock.


In 2008 optionees exercised 260,000 stock options granted in 2006 and 2007, resulting in cash proceeds to the Company of $933,800.  A tax benefit of $425,000 related to fully vested stock option awards exercised was recorded as an increase to additional paid-in capital


In February 2009, the Company agreed to issue 92,000 shares of Common Stock to three employees of the company as compensation for their services.  The employees were fully vested in the shares on the date of the grant.  The fair value of the stock to be issued was $261,280 or $2.84 per share, the market value of a share of common stock on the date the stock was obligated to be issued.  The entire amount of this stock award was expensed in the year ended December 31, 2009.


On February 27, 2009, the Company closed on a revolving credit facility with CIT Capital USA, Inc. (“CIT”).  As part of obtaining this credit facility agreement the Company entered into an engagement with Cynergy Advisors, LLC (Cynergy).  As part of the compensation for the work performed on obtaining the financing, Cynergy received 180,000 shares of restricted Common Stock of the Company.  The fair value of the restricted stock was $475,200 or $2.64 per share, the market value of a share of Common Stock on the date the financing closed.  The fair value of this stock was capitalized as Debt Issuance Costs and is being amortized over the amended term of the financing.


On April 3, 2009, the Company acquired leasehold interests in North Dakota. The total consideration paid for this acreage was 49,092 shares of restricted common stock.  The fair value of the restricted stock was $224,879, or $4.58 per share, the market value of a share of Common Stock on the date the leasehold interests were acquired.


In June 2009, the Company completed a registered direct offering of 2,250,000 shares of common stock at a price of $6.00 per share for total gross proceeds of $13,500,000.  The Company incurred costs of $813,237 related to this offering.  These costs were netted against the proceeds of the offering through Additional Paid-In Capital.


On October 26, 2009, the Company deposited 41,989 shares of common stock in a specially-designated shareholder account that had been previously-created to hold shares of our common stock represented by certificates that appear in our stock transfer records but were known to have been cancelled and their underlying shares transferred between July of 1987 and August of 1999.  An aggregate of 58,268 shares of our common stock are held in the specially-designated shareholder account, which, following a substantial review of all available historical stock transfer records, the Company concluded represents the maximum number of shares of our common stock that could potentially be released to shareholders who may be able to establish a valid claim to such shares due to previously unrecognized issues with the Company’s stock transfer records.  These shares are considered issued and outstanding and are included in the total number of shares outstanding disclosed on the cover page of this report.


On November 4, 2009, the Company completed a registered direct offering of 6,500,000 shares of common stock at a price of $9.12 per share for total gross proceeds of $59,280,000.  The Company incurred costs of $2,972,027 related to the offering.  These costs were netted against the proceeds of the offering through Additional Paid-in Capital.


In November and December 2009, the issued 79,005 shares of common stock related to the purchase of leasehold interests in North Dakota. The fair value of the stock was $890,859, the market value of the Common Stock on the date the leasehold interests were acquired.


In November 2009, the Company issued 50,000 shares of Common Stock to two employees of the company as compensation for their services.  The employees were fully vested in the shares on the date of the grant.  The fair value of the stock issued was $457,500 or $9.15 per share, the market value of a share of common stock on the date the stock was issued.  The entire amount of this stock award was expensed in the year ended December 31, 2009.


In December 2009, the Company issued 100,000 shares of Common Stock to two executives of the company as compensation for their services.  The executives were fully vested in the shares on the date of the grant.  The fair value of the stock issued was $970,000 or $9.70 per share, the market value of a share of common stock on the date the stock was issued.  The entire amount of this stock award was expensed in the year ended December 31, 2009.


In December 2009, the Company issued 41,670 shares of Common Stock to the Company’s outside Directors as compensation for their services.  The Directors were fully vested in the shares on the date of the grant.  The fair value of the stock issued was $404,199 or $9.70 per share, the market value of a share of common stock on the date the stock was issued.  The entire amount of this stock award was expensed in the year ended December 31, 2009.


In December 2009, a Director of the Company exercised 100,000 stock options granted to him in 2007.  The exercise of these options was completed through a cashless exercise whereas the company repurchased 52,061 of common shares to issue the common shares related to this option exercise.


In January 2010, the Company agreed to issue an aggregate of 4,000 shares of Common Stock to two employees of the Company.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was $50,280 or $12.57 per share, based upon the market value of one share of the Company’s common stock on the date the stock was obligated to be issued.  The entire amount of this stock award was expensed in the year ended December 31, 2010.


In January 2010, the Company agreed to issue 1,000 shares of Common Stock to a consultant of the Company.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was $12,320 or $12.32 per share, based upon the market value of one share of common stock on the date the stock was obligated to be issued.  The entire amount of this stock award was expensed in the year ended December 31, 2010.


In March 2010, the Company issued 10,287 shares of Common Stock as part of an acquisition of leasehold interests in North Dakota. The fair value of the stock issued was $99,475 or $9.67 per share, based upon the market value of one share of common stock on the date the leasehold interests were acquired.


In March 2010, pursuant to employment agreements the Company issued an aggregate of 50,000 shares of Common Stock to executives of the Company.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was $664,500 or $13.29 per share, based upon the market value of one share of common stock on the date the stock was obligated to be issued.  The Company expensed $307,331 in share-based compensation related to the issuance for the year ended December 31, 2010.  The remainder of the fair value was capitalized into the full cost pool.


In April 2010, the Company entered into an underwriting agreement to sell 5,750,000 shares of common stock at a price of $15.00 less an underwriting discount of $0.60 per share for total net proceeds of approximately $82.8 million, after deducting underwriters’ discounts.  The Company incurred costs of $300,000 related to this offering.  These costs were netted against the proceeds of the offering through Additional Paid-In Capital.


On June 14, 2010, the Company issued 382,645 shares of Common Stock as part of an acquisition of leasehold interests in North Dakota.  The fair value of the stock issued was $5,360,856 or $14.01 per share, based upon the market value of one share of common stock on the date the shares were registered with the SEC for resale, which is the date the leasehold interests were acquired.


On June 18, 2010, the Company granted 14,167 shares of Common Stock related to acquisitions of leasehold interests in North Dakota.  The fair value of the stock granted was $238,006 or $16.80 per share, based upon the market value of one share of common stock on the date the leasehold interests were acquired.


 On July 13, 2010, the Company granted 31,206 shares of Common Stock related to acquisitions of leasehold interests in North Dakota.  The fair value of the stock granted was $451,551 or $14.47 per share, based upon the market value of one share of common stock on the date the leasehold acquisitions were agreed upon.


On July 14, 2010, the Company granted 444,186 shares of Common Stock related to acquisitions of leasehold interests in North Dakota.  The fair value of the stock granted was $6,529,534 or $14.70 per share, based upon the market value of one share of common stock on the date the leasehold interests were acquired.


In July 2010, pursuant to an employment agreement the Company issued 5,000 shares of Common Stock to an employee of the Company.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was $69,250 or $13.85 per share, based upon the market value of one share of common stock on the date the stock was obligated to be issued.  The entire amount of this stock award was expensed in the year ended December 31, 2010.


In November 2010, the Company entered into an underwriting agreement to sell 10,292,500 shares of common stock at a price of $20.25 less an underwriting discount of $0.81 per share for total net proceeds of approximately $200.1 million, after deducting underwriters’ discounts.  The Company incurred costs of $392,795 related to this offering.  These costs were netted against the proceeds of the offering through Additional Paid-In Capital.


In November 2010, the Company issued 153,075 fully vested shares of Common Stock to the executives and employees of the Company as compensation for their services.  The fair value of the stock issued was $3,497,764 or $22.85 per share, the market value of a share of common stock on the date the stock was issued.  The Company expensed $1,235,429 in share-based compensation related to the issuance for the year ended December 31, 2010.  The remainder of the fair value was capitalized into the full cost pool.


Restricted Stock Awards


During the years ended December 31, 2010, 2009, and 2008,the Company issued 1,058,000, 361,330 and 20,000, respectively, restricted shares of common stock as compensation to officers, employees, and directors of the Company. The restricted shares vest over various terms with all restricted shares vesting no later than December 31, 2013. As of December 31, 2010, there was approximately $13.2 million of total unrecognized compensation expense related to unvested restricted stock. This compensation expense will be recognized over the remaining vesting period of the grants. The Company has assumed a zero percent forfeiture rate for restricted stock. 

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The content contained in this blog represents the opinions of Mr. Hempton. You should assume Mr. Hempton and his affiliates have positions in the securities discussed in this blog, and such beneficial ownership can create a conflict of interest regarding the objectivity of this blog. Statements in the blog are not guarantees of future performance and are subject to certain risks, uncertainties and other factors. Certain information in this blog concerning economic trends and performance is based on or derived from information provided by third-party sources. Mr. Hempton does not guarantee the accuracy of such information and has not independently verified the accuracy or completeness of such information or the assumptions on which such information is based. Such information may change after it is posted and Mr. Hempton is not obligated to, and may not, update it. The commentary in this blog in no way constitutes a solicitation of business, an offer of a security or a solicitation to purchase a security, or investment advice. In fact, it should not be relied upon in making investment decisions, ever. It is intended solely for the entertainment of the reader, and the author. In particular this blog is not directed for investment purposes at US Persons.