Fatal Risk: Beach Reading - a great book to start even if you don't quite finish

Rarely do I repeat a blog post - but many of my readers are off to the beach and want to start reading a book that they will not finish.

May I suggest yet again Fatal Risk by Roddy Boyd - the story of the AIG collapse.

Here is my original review from 2011:

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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...

That Herbalife miss

Herbalife's streak of beating earnings guidance every quarter since 2008 is over. They missed this quarter - not by much - but it is a miss for a company that seems to grow like topsy.

The shorts on Twitter/Seeking Alpha having spent some time saying that the numbers don't matter (just the business model) are now claiming some victory on numbers. Herb Greenberg (the only regular short I really have a lot of time for) stated that he thought the numbers don't matter but he now wants to assert meaning in the numbers.

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But lets examine them dispassionately.

Short-sellers in this stock (particularly Bill Ackman) have a thesis that the company is a con - a scam which requires endless new victims to sign up and buy a whole lot of inventory in the promise of getting rich. They assert that there are very few real customers. [In Bill Ackman's first presentation one of his staff suggested it was possible that there were no real customers.]

They want government intervention to shut the company down - but if it is a pyramid as such it will collapse on its own. New victims can't be found forever. In other words the shorts would like government intervention but they are not dependent on it.

My view (and the long view generally) is that there is a huge amount of real consumption and real consumption is easily visible. Go to a few Herbalife distributors and you will see daily consumption. Lots of it. (I have visited Herbalife distributors in multiple countries and spoken to many more and I have yet to visit a Herbalife distributor consistent with the Ackman thesis).

What you find is a sort of cult of weight loss. If you drink protein shakes and diet suppressing teas daily you will lose weight. The only problem is sticking to that diet. Enter Herbalife who provide a (for profit) community to help you to stick to that diet. The community combined with the shakes is the product.

Visit Herbalife distributors and what you see is very large numbers of people who have entered or aspire to enter a routine of "daily consumption".

You see repeat customers.

Repeat customers are central to the bull case. If you get more of them earnings can grow for a very long time. Moreover it is very hard (nay impossible) to argue that someone who buys $100 worth of product, then in two months buys $100 more, and two months later buys some more and so on for years is scammed in the Bill Ackman sense. They know what they are getting. They are not deceived.

In my view the network recruits vast numbers of people to the diet-cult. Most fail consistent with most diets. A small number become daily consumers and this tribe of daily consumers grows nearly continuously. Most of the sales of Herbalife are to the tribe of daily consumers - the sales to new recruits whilst important don't actually drive current quarter sales. [Some of these new recruits however will become daily consumers and drive sales for years.]

The bull case - and it is a very strong bull case indeed - is that the daily-consumption tribe will continue to grow at mid-single digit for a very long time. You could wake up in ten years and earnings be $30 a share and the stock (say) $600.

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The problem with endless growth stories

Imagine a company growing 10 percent per annum with a very high return on equity (so little capital is needed for additional sales).

Moreover assume that the discount rate is 7 percent.

Then try doing a discounted cash flow analysis.

If you assume that the growth goes forever then the value of the company is infinite.

So you must quite reasonably assume that the growth stops at some point. And the value of the company depends critically on when the growth slows. If it slows in 30 years it makes sense to pay a very big PE ratio for the company now.

If it slows next year you will get crushed buying at a high price.

Herbalife has grown fast enough since 2008 that you can engage in fantasies as to its ultimate valuation. Revenue in 2008 was $2.3 billion. It is now over $5 billion. And until the first quarter of this year it was growing uninterrupted in every geography. And the growth was volume growth - not just revenue.

Moreover the potential market is huge: fat people. This company sells roughly 10 percent of the number of "meals" as McDonalds but it sells then to far fewer people (mostly daily consumers). The potential number of daily consumers is a large multiple of the current number.

The enormous growth does enable fantasies. This stock could be very good indeed.

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Alas - the slowing down of Herbalife growth

Herbalife was growing, quite fast, in all jurisdictions in all quarters until very recently.

One year ago they published their volume growth and sales leaders numbers and they looked as follows:

Volume growth was 11 percent in North America, 16 percent in Europe, Middle East and Africa, 33 percent in South and Central America and 49 percent in China. It was 1 percent in Asia Pacific - which mostly means Malaysia. But that was after years of torrid growth.

Jokingly I suggest: try putting those numbers into your discounted cash flow analysis.

But the shorts would argue that the Chinese numbers are anomalous - they are just finding another billion people to scam. That seemed delusional. The sales growth in North America - the most mature market - and hence the one where the pyramid-style collapse should have already happened - was still double digit. [I concluded - and still believe - the shorts are slightly unhinged.]

Moreover the sales growth per active sales leader is increasing in many markets. This means that mid-level distributors are getting paid more. That makes for a happy network.

In the first quarter of this year Herbalife had its first slowdown of any kind. These numbers shocked me to the downside and my position has been smaller ever since.

Note the sales decline in Asia Pacific. This was the first sales decline in any region that I remember.

The point is that if sales are shrinking in one region they may in turn shrink in any region. It means the growth that seemed bullet-proof from 2008 to 2013 was no longer bullet proof.

Moreover the sales leaders grew faster than sales. This meant the income of mid-level distributors was starting to get pressured. This is not good news.

Still North American growth was high (9 percent, not double-digit) and China was off-the-scale good.

These are not the numbers of a stock trading at a 10 times forward price earnings multiple. But they are no-longer the numbers that allow me to indulge $1000 a share fantasies. To get to $1000 a share in any reasonable time-frame growth numbers have to be impregnable. They clearly showed some vulnerability.

The sales decline it appears was almost entirely in Malaysia where one explanation on the ground is that they had a new competitor. Malaysia was at the time the number one market in the world for Herbalife according to Google Trends. Trends in Malaysia had been unbelievably good.

Malaysia for the unaware (meaning most my readers) has a different typical Herbalife distributor to (say) New York. New York tends to have "nutrition clubs" which feel a bit like down-market coffee shops where people sit around and drink shakes.

Malaysia has boot camps.

The shtick is that you turn up in a public park on a weekend morning and you do fitness classes. The first class is typically free. They are hard work. Over time they sign you up for both paid fitness classes and Herbalife shakes.

There is a quid-pro-quo. The fitness classes also have evening social outings - dances which serve multiple functions: weight loss support, Herbalife cult-revival, matchmaking. There are several vidoes on YouTube of these.

The first is a picture of a (soft) exercise class in a park for overweight (mostly Muslim) Malays:





The second video shows something that I have never seen elsewhere - women in full Muslim dress dancing.





This is a different image of Herbalife: part bootcamp, part fitness club, part diet club, part dance party. There are many hundreds of people at some of these clubs. These are reasonable sized businesses.

There is one of these clubs in Sydney now - with a Malaysian upline. See the 24 Fit Club. It is clearly a Herbalife club - but the meal plan is only part of what they sell.

I always - and instinctively thought that the Malaysian model was better than the Latin American/New York model. Exercise plus diet shakes clearly works better than just diet shakes. [I have seen cycling groups associated with Herbalife clubs in Miami - so the models do change according to the skills and interests of the distributors.]

Anyway an ugly sales decline in Malaysia was a decent sized kick to the Herbalife fantasy. If sales declined sharply in one market because of competition - especially when the market looked so viable - they could decline everywhere. It was impossible to project growth forever.

The 2014 second quarter earnings miss

This quarter the sales growth by region does not look anywhere near as good as in the past.

Notably there was a sales decline year on year in North America. That is a first. And there was a sharp sales decline South and Central America. This is clearly evidence that growth at this company is no-longer a given. Fantasies of enormous stock prices become more difficult to support.

However the observant will notice that Asia Pacific grew quite substantially (6 percent) quarter on quarter even if the annual growth rate was only 1 percent.

According to the short thesis this is not meant to happen. These things are meant to implode like Ponzis, not stage resurgences.

The resurgence is particularly notable because it seems that the competitor did not gain traction: the network effects of Herbalife are particularly strong. That is bullish.

Moreover whilst Herbalife sales have some seasonality (people want to lose weight for summer because of bikinis and the like) Malaysia is - climate wise - probably the least seasonal market possible. It is just hot there. So there is not a seasonal driver here.

Volumes are essentially flat quarter on quarter in North America. Its annoying and a challenge to the bull thesis but it is not disastrous.

By contrast the quarter on quarter declines in South America were quite sharp. I am wondering whether this looks like Malaysia last quarter or whether something else is happening. Whatever: as a Herbalife bull it is not good news.

Valuation

This stock remains less than ten times forward earnings. Volumes are still growing 5 percent though that volume growth is down from 14 percent a year ago and the numbers no longer look impregnable. Incremental ROE is high - and there is a huge runway for growth in Asia and China.

They buy back their shares with their profits.

The management are focussed on returning profits to shareholders through buy-backs at least in part to drive out the shorts.

I can think of no other business with that sort of volume growth, such a high incremental ROE and equity shrink. This is a great stock.

Just not as great as it was before. The upside has shrunk. No question about it.

But I can imagine few worse shorts. I have visited many Herbalife distributors and the Ackman thesis is supported nowhere. And the shorts flit between the numbers not mattering and the numbers being critical.

The numbers do matter. They are not as good as they were. The upside is capped at a lower number but still closer to $200 a share than $100. I think I can wait. Just not as happily as before.



John

Disclosures: I purchased some in the morning of Ackman's speech. I turfed some later in the day (and I am not normally a day trader). I repurchased some of those in the after-market today. The core holding is much smaller than it was last year - but it is still meaningful and we intend to sit on it a very long time.

J

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Post-conference call comments:

In the conference call they revealed that Venezuelan sales were down 40 percent. They had previously had trouble getting cash out of Venezuela and ran the risks of assets there being nationalized. This was a rational reduction in sales. Brazilian sales were down 1 percent - completely coincident with the World Cup. It seemed Brazilians wanted to party, not to diet. The rest of Latin America grew nicely.

Herbalife clubs - another experience

Bill Ackman has made something of my visit to a Herbalife club in his presentation. I have visited several. And I have a radically different interpretation.

But for the moment I just want to tell Bill Ackman a story.

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In my lifetime in Australia it was commonplace to take children of mostly of mixed aboriginal racial heritage from their mothers and adopt them into white society or even to leave them in welfare homes.

This was done for the children's welfare, usually but not always close to birth. But there are stories of children aged four being hidden from the welfare because the kids would be stolen.

Stealing children had widespread social acceptance in Australia. The condition in which the aboriginal people lived was very poor - often rural, often quite lowly educated. And you hear stories of children aged 12 in middle class rural towns saying they have never met an aborigine and being told to look in the mirror (because they were aboriginal).

This wasn't a genocidal society. Indeed at the same time Australia had a massive multiethnic immigration program running. It just became the view of the liberal intelligentsia in the city (people who were utterly disconnected I might add) that this was welfare improving.

Like you Mr Ackman I am instinctively more than a touch paternalistic liberal. This was done by and supported by people like me. And dare I say it people like you.

The liberal intelligentsia came to this view however without ever talking to an aboriginal mother, without listening to their stories, without actually seeing what their policy looked like on the ground.

The literature of the time clearly made this out to be an interventionist welfare program. It was done for the victims own good. And the victims own good was widely believed by people who did no research. Strangely the welfare agencies - who should have had an idea that what they were doing was evil - were strong supporters. But their salaries were paid for by an evil program and their view of morality lined up with their pocket book. [Even then it would have been hard to describe them as evil people when they were doing it. They were concerned left-of-center but interventionist liberals. Like me. Like you.]

With our modern eye on this the church groups, rotary clubs, welfare agencies and the government were all deeply racist. They separated children from their mothers against their mothers wishes and did not listen to value their stories because they were different from them, had different colour skin and sometimes spoke in a different language or broken English.

I have - when all the historic inquiries into this practice - took place read the literature and wondered whether - reading it then - whether I would have seen the program for what it was. Pure evil. I have come to the conclusion I wouldn't have. There is an underlying misunderstanding of what is different in all of us.

I too would have been an evil person by my implicit support for evil.

But I resolved then to always listen to the stories that people told me even when it offended my sense of decency.

Let me tell you about a Herbalife club in the Bronx. This had real customers - about fifty per day which is fairly standard - who came along and purchased their shakes and sat around and chatted. It was like many other Herbalife clubs that I have visited. There was a grid on the wall with the names of the regular attendees, and gold stars against their names for when they lost the requisite amount of weight.

You could do the calculation and work out that husband and wife who ran this club were earning marginally less than minimum wage for the time that they were there. They didn't have much of a downline. A few of their customers purchased shakes at home for personal use - and they got some income from them. But for people who were modestly entrepreneurial it was almost sad - it certainly offended my sense of what is the right distribution of income to see them working so hard for so little. At first for me it was a little like poverty-tourism - the sort of poverty tourism you see when you visit small towns east of Battambang (Cambodia) or for that matter Arakun (a somewhat dysfunctional aboriginal town in Northern Australia.

But just as I would have been deceived by a welfare program in that aboriginal town I made a point of listening to the woman who ran the shop. And what I heard surprised me.

A husband and wife had been running this club for about fourteen months - and yes - they worked out that per-hour they made slightly less than minimum wage. They opened the club as a couple in the morning and he took the children to school and went to his minimum wage job. She ran the club, her friends came by. Most importantly after school her friends dropped her children off along with their own and went to their minimum wage jobs.

There were a pile of toys in the back and the place looked a little like a creche. The kids played well - and yes - one of her customers - in full knowledge of the financial circumstances was going to start a similar business a few miles away.

When I asked her about whether this was a pyramid and should be closed by the government she was hostile. She knew about you Mr Ackman but her attitude was that you wanted to take her children away from her.

I could not help but be struck by the parallels.

This is not a pyramid. There are plenty of real sales to real people. That is visible. Its a lousy business but it is a business in which people have integrated their lives and their families.

If it were Australia I would not hesitate to call the unwillingness to listen to the stories of the poor people of different race what I called it then: racism. In the US it is probably not that. US attitudes to Hispanics are far less racist than Australian attitudes to our aboriginal population.

In the US it is just money/class and the separation of the 1 percent from the masses. It is entirely possible to be from Manhattan and the Hamptons and completely lacking in empathy for people whose income is near minimum wage.

When I listened to people at Herbalife clubs I heard a story completely different from the story you tell in your presentations. It is a story about people who have integrated this business into their life. About people who have found community. And about people who have controlled their diabetes.

Its a story you don't present.

And not hearing it or presenting it reflects badly on you.




John

Herbalife and selective editing

The first Herbalife distributor I met told me - with a completely straight face that Herbalife cured diabetes.

If I put this - and the first ten seconds of discussion into a video it would look really bad.

Like fraud.

But dig deeper: his wife had gone from balloon shaped to merely rectangular. She had lost 80 pounds (which was huge give how short she was).

She was insulin dependent diabetic both before and after Herbalife.

But before she lost the weight she was taking three decent insulin shots a day. Her life expectancy was probably 5 years.

After she lost the weight (and it was a lot of weight) she had far better control of her blood sugars. Her life expectancy was probably 15+ years. Better than it was. Certainly less good than if she was not insulin dependent.

I could have edited a video any way I like. But I saw believers, real consumers and real good done.

Beware selective editing.





John

PS. Bill, you must have seen examples like that. Do you want her to die? Just asking.

Valeant Pharmaceuticals Part VIII: product sales distribution from the department of "really".

A key part of the Valeant bull case is that they are extremely diversified as to their product mix and that diversification reduces the risk of competitor products or patent cliffs.

Indeed this slide (data originally from Valeant but slide from the Bill Ackman presentation) projects the top ten and the next ten products as a percentage of total sales:

The top ten products - according to this slide - are 18 percent of sales. The next ten 12 percent of sales. This is much less concentrated than traditional pharma: at Merck and Pfizer the top ten products supposedly represent approximately 50 percent of revenue.

But like all stock market numbers I like to put them through the plausibility test.

What we are saying is the top ten products average 1.8 percent of sales each. The next ten average 1.2 percent.

Now lets just - for the sake of argument suggest that the top product is 3 percent of sales. And the next four average 2.3 percent. Well then the first five are 12.2 percent of sales - and the next five can only be 5.8 percent of sales (or they average 1.16 percent of sales).

But oops, that is too much concentration - because we know the next ten average 1.2 percent of sales. In fact it is far too much concentration as product number 11 needs to be more than 1.2 percent of sales.

I have fiddled with these numbers and they imply a distribution of sales flatter than I have ever seen in any product or category. In order to make the numbers work the differences between product sales have to be trivial all through the first fifteen products.

And remember these products treat a wide variety of ailments. Products injected in a dermatologist's office have a different sales profile to say acne cream or psoriasis treatment or the treatment for cold sores or herpes simply because there are different prevalence of these conditions in the real world and a different willingness of people to pay for product.

The real world is has skew.

Except that at Valeant everything is as flat as a pancake. Far more perfectly even than almost any real world distribution I have seen for a variable with as wide an underlying diversity as medical ailments.

Color me skeptical.




John

Sorry for the absence. Travel for work and holidays intervened.

PS. Cycling holidays in Croatia (call Dejan from Red Adventures) is an almost perfect solution for what to do with a teenage son who needs adventure and exercise and a wife who wants great food and historic places to explore. I cannot recommend this more highly. Oh, and if the wife wants an electric bike Dejan will organize that too. We island hopped through the Dalmatians and finished in Dubrovnik. This is an off-the-scale good trip and doesn't break the budget. Just do it.

Alas the Islands of Hvar and Korcula have more hills than Valeant's product distribution.

The miserable circle of bad service: Telefonica edition

One of the puzzles of this world is why European phone revenues per customer are so low - and sustainably so. If there were any sign that these would rise then European telecom stocks would be a steal... but alas no sign...

Part of it is clearly usage. If you are French there is just a much narrower range of services on your phone for you to use. The average Frenchman with a smart phone uses less than a fifth the data of an American - and at least part of the reason has to be that there is less content in French.

Sitting in a cafe in Paris (even possibly a Starbucks) and seeing the usage you think that will change. The young speak English or at least use the net like Americans.

Data usage can't be all of it. Data speeds in most of Europe suck compared to the US or Telstra in Australia - and you will use the phone more if it delivers you information faster and more reliably. Better service costs more to provide - but average revenue per user is so much higher in America it more than pays for that.

But some of it has to be the special incompetence of European phone companies. They make Comcast look like customer friendly people. Truly.

I have an O2 [ie Telefonica] sim-card I use in Europe and with an Australian credit card it is simply impossible to top up. Telefonica are so obsessed with credit-card fraud risk (simply controllable by using PayPal for instance) that they refuse revenue opportunities. Fat ones from people who are price insensitive and need data everywhere.

There is a special place in hell for management of European phone companies - the people that will ensure that Europe disconnects itself from the new world. If you need a reason why Europe will lose in any new economy look no further.

Having spent thirty minutes unsuccessfully trying to top-up I am wishing for a new Spanish inquisition. Actually I am expecting one [if only so I can link the Monty Python sketch...]





John

Valeant Pharmaceuticals Part VII: First notes on the special conference call

Valeant Pharmaceuticals yesterday held its "facts-based" conference call. There were plausible denials of several things that have been suggested in this blog and one flat acceptance.

The first observation is that Valeant's CEO Mike Pearson and I agree on the basic accounting issue at Valeant. [We have different views on the end-result.]

At the moment Valeant is loss making and if you look at their GAAP cash flows versus $17 billion in debt Valeant looks like it is going bust. Valeant has asked you to look not at GAAP EPS but at non-GAAP "cash EPS" which is net of one-time charges. If you believe the one-time charge number represents true one-time charges then you believe the Valeant story. If however ordinary expenses are put in the one-time charge number then you do not believe the "cash EPS number".

Here is Mr Pearson, from yesterday talking about how the acquisition team might not be able to do many acquisitions whilst they are awaiting the outcome of the Allergan deal:

Mr Pearson: I think a bit of a silver lining in this in that [Valeant are] not doing any other significant acquisitions at this time, will mean that our financial statements will actually begin to really demonstrate that our one-time costs are really one-time costs. And that you'll begin to see that GAAP and non-GAAP EPS and organic growth. Everyone will see that the business model is working.

It is of course possible that some of the one time charges are in fact one-time and some are in fact ordinary expenses that are misclassified as one-off. In that case the truth lies somewhere between GAAP numbers (large and increasing losses) and the non-GAAP "cash EPS".

Indeed I think that is the likely outcome and was consistent with the conference call. Again I will stick to the Medicis  merger.

There were some definite one-time charges. $109.4 million of the expenses on the Medicis merger were to fund layoffs. Even if I were to quibble about redundancies at the edge I would be forced to admit that most of those were mostly indeed one-off. [They did take a lot of redundancies - probably too many as they admitted later in the call.] Adjusting EPS by these one-time charges appears reasonable.

However it appears that I was entirely right about the Scuptura/Galderma royalty as per Post IIIA.

To quote:

Howard Schiller (CFO): And one last assertion that I would like to address relates to royalties on Sculptra. There had been statements that this royalty to Galderma was an obligation that existed when we acquired the product from Sanofi in December 2011 and that we subsequently prepaid this royalty and charged it off as an acquisition-related cost at the time of the Medicis acquisition. The fact is that when we acquired Sculptra from Sanofi, there was no royalty obligation to any third party. In the fall of 2012, Galderma sued to enjoin Valeant's acquisition of Medicis, and Valeant later entered into a settlement with Galderma to allow the acquisition to be completed. The settlement included $15 million in upfront payments and a 5% annual payment on worldwide sales to Sculptra. Because Valeant did not receive any additional rights associated with Restylane, Perlane or Sculptra, both the $15 million upfront payment and the fair value of the future payments of $24.2 million were recorded as acquisition-related costs during the fourth quarter 2012. Of the $24.2 million that was reported, $2.6 million has been paid to date. The royalty obligation will be eliminated upon the sale of the Valeant injectable aesthetics business to Galderma, and the remaining balance will be reversed as a credit to acquisition-related costs at close and will not be included in cash EPS. 

Lets read this. Valeant believed that when we bought the product from Sanofi there were no royalty obligations to any third party. Galderma sued and Valeant settled for cash including an up-front payment of $15 million and annual royalties of 5%. Now if there were no royalty obligations then Valeant would not normally settle. [This suggests at a minimum Valeant does not have an adequate patent database and patent lawyers.]

Having settled Valeant charged to one-time expenses $15 million plus $24.2 million for future payments as a legal settlement. The $24.2 million was the present value of future royalties they might have to pay. Now as they sell Sculptura they record as continuing income all sales but the royalties on those sales get netted off the 24.2 million they recorded. This is more or less precisely the suggestion I made. Income goes through the cash-EPS number, and expenses associated with that income go through the one-off charge line.

Moreover they have not yet paid out much of this Sculptura royalty - they still have, on their balance sheet, a liability for over $20 million - the future value of Sculptura royalties. They will cancel that as part of the sale of the aesthetics assets to Galderma. [So now there will be non-cash proceeds of asset sales.]

One cockroach, how many more?

The excess redundancies at Medicis

Mike Pearson admitted in the conference call that redundancies in the sales force at Medicis were inappropriate. Talking about potential redundancies at Allergan:

Mike Pearson: We plan to keep -- one thing that we've learned in the Medicis and B+L acquisitions is don't touch the sales force, right? I think in Medicis, we did touch the sales force, and that was problematic for a period of time. Our sales force in dermatology now has been stable for a few quarters, and quite frankly, all of our promoted products in dermatology are growing. And so that was a lesson we learned.

This completely matches your intuition (if they sack roughly 100 percent of the staff with an acquired company they will sack sales staff and the sales will go down). It also matches the scuttlebutt I have heard (the Medicis acquisition was a mess with respect to sales and contact with dermatologists). However it is contrary to previous comments by Mike Pearson.

In the first quarter 2013 conference call they told us these brands were doing great (that is just after they sacked the sales force):

Mike Pearson: ...Again, the Medicis brands that -- let me go through againat some portion. You don't have a slide to take a look at, but as I go to the Medicis brands, Ziana and Solodyn are both performing at expectation. Zyclara is a little bit behind and the Dysport, Restylane and Perlane, which are the aesthetics brands are performing ahead of expectations. In terms of what's happening in the marketplace, pricing is largely staying the same. We did take a price increase on Restylane in the first quarter of about 10%.

In the second quarter of 2013 the products were doing great too:

Mike Pearson: I am pleased to report that our aesthetics franchise has its best quarter since Medicis launched its aesthetic products. In particular, Dysport had its best quarter ever and gained significant market share against BOTOX and Xeomin. 

They were doing great as late as the first quarter of 2014.

Mike Pearson: In aesthetics, I know there were some comments based on some survey in terms of our share. Our injectable sales, which would include Dysport and our fillers in the first quarter in the United States, grew 15%. I think I heard somewhere that it was cited the market grew at 11%. So I'm not familiar with that survey, but that would suggest we're gaining share, not losing shares. So we had very strong performance on the aesthetics side, continuous strong performance. 

These are again the Medicis products.

Mike Pearson then adds:

And that's before the impact of the extra 100 people we have now hired.

This is the sales force that was originally fired being replaced. They really did need to rehire a dermatology sales force.

This is strange. Sales were great and increased market share every quarter after the Medicis acquisition but Mike Pearson admits that it was a mistake to touch the sales force and they needed to rehire sales people.

I have tried and tried to square the circle but I can't. There remains one tantalizing possibility - and that is that they simply changed the definition of a sale (and hence reported growth where there was none). This is somewhat supported by SEC filings. The 2013 Form 10-K discloses:

In 2012, consistent with legacy Medicis’ historical approach, we recognized revenue on those products upon shipment from McKesson, our primary U.S. distributor of aesthetics products, to physicians. As part of our integration efforts, we implemented new strategies and business practices in the first quarter of 2013, particularly as they relate to rebate and discount programs for these aesthetics products. As a result of these changes, the criteria for revenue recognition are achieved upon shipment of these products to McKesson, and, therefore, we began, in the first quarter of 2013, recognizing revenue upon shipment of these products to McKesson.

This is such a bold change in revenue recognition that it raised questions from the SEC who asked Valeant about it in formal letters (filed on the SEC site). The question asked is below:

SEC Question: You disclose that you changed the revenue recognition procedure for several brands acquired in your business combination with Medicis to now recognize this revenue upon shipment to your distributor instead of when this distributor ships products to physicians.  Please provide us your analysis supporting this change in revenue recognition.  In your response, please tell us why management of Medicis delayed recognition and what has changed, including what additional information you have, to permit you to recognize revenue for these products earlier than under Medicis’ policy.

You can find the question and answer provided by the company at this link. For students of revenue-recognition accounting the answer is flat funny (disguised in turgid prose).

Anyway, it seems they reported market share growth in part by changing the definition of sales.

And then they hope to solve that problem long term by hiring 100 sales people to replace the ones they fired.






John

Finally I should note that I am going to Europe mostly to meet with companies that we are invested in or might invest in. We are also meeting some clients. The frequency of posts on Valeant and other matters is likely to slow down.

Valeant Pharmaceuticals Part VI: a first question on corporate jets

A simple question. Is any part of the four (?) corporate jets ever put into the one-off basket like royalties (which were continuing) for Galderma?

For reference - future post coming - this is the largest corporate jet. It is basically the fastest, longest range and most expensive corporate jet on the market. It is a Gulfstream 650...

PS: There were denials (plausible) of many of my assertions in the conference call. However they simply admitted the piece about the royalty paid to Galderma. They accrued a liability for ROYALTIES on Galderma and wrote that royalty off against current earnings thus raising the "cash EPS" during that period.

Given they are selling the product they are going to reverse the rest of that liability through the purchase price. [Simply they will not receive the whole purchase price in cash - some of it will be cancelling a liability they have accrued.]



John

Valeant Pharmaceuticals Part V: Share pledges

Today is the day of Valeant's "fact based" presentation. As I demonstrated in Part IV you need to verify "facts" presented by Valeant. Mr Pearson (the CEO) stated categorically that Valeant bought their debt down quite quickly after the Biovail merger. They did not.

So here is a "fact" that I would like clarified.

One of the great bull stories of Valeant is how the CEO, Mr J Michael Pearson, is a "hidden billionaire" who can't sell any of his stock until 2017.

Bill Ackman of Pershing Square, Valeant's partner in its campaign to buy Allergan, says:

“Now how is management compensated? This is one of the more unusual and leveraged shareholder aligned compensation packages we've ever seen. So the way it works for Mike and Howard, the CEO and the CFO of the company, if over the period of their long-term incentive compensation grant, which are typically long-term periods, the company's share price, the total return does not equal or exceed 15%, they get no long-term incentive compensation. If it's above 15%, they get 100% of their PSUs vest. If it's above 30% compounded, they get 200%. If it's 45% compounded, they get 300%. At 60%, they get 400% of their PSU grant. So that, again, focused on IRR on a long-term basis. And then it's not just that they get compensated, but they receive stock in the company that they can't sell. Mike owns 10.6 million shares. He's sort of a hidden billionaire. He can't sell this stock until 2017. So we like that long-term alignment and that leveraged compensation for performance.” [Source: Transcript of Investor Meeting dated April 22nd, 2014, Page 16 - however you can find an edited version in this SEC file.]

There are dozens of such statements and restrictions on selling shares apply to many senior managers. This is a key part of the bull case.

Mr Ackman's statement was made in a presentation filed the day after the proxy was filed. Just the day before Valeant disclosed that the CEO had pledged a quarter of a billion dollars worth of stock. See this quote:

Because of the expansive share ownership requirements applicable to Mr. Pearson, the Board has permitted Mr. Pearson to pledge certain of his shares. As of March 31, 2014, Mr. Pearson had pledged 2,028,516 shares, representing approximately 19% of his shares beneficially owned (including purchased shares, shares received in settlement of equity compensation awards, and shares underlying vested but undelivered awards and vested but unexercised options). In addition, the Valeant shares held by Mr. Pearson that are not subject to pledging arrangements far exceed the Company’s general share ownership guidelines (requiring executives to hold shares with a value equal to or greater than two times the combined amount of their base salary and target annual cash bonus). Notwithstanding the large number of un-pledged shares that Mr. Pearson continues to own, the Board, together with the Talent and Compensation Committee and the Nominating and Governance Committee, has committed to reducing the level of pledging generally at the Company in the future. Valeant has adopted a policy disallowing future pledges unless an exception is approved by the Board and will consider permitting Mr. Pearson to sell shares to reduce the level of pledging.

There are three key details: (a). Mr Pearson has been permitted to pledge over two million shares (more than a quarter of a billion dollars), (b) there is pledging throughout the company that the compensation committee is committed to reducing and (c) to that end Mr Pearson may be permitted to his shares.

Pledging has been used by several CEOs to effectively sell shares without fully disclosing the sales and sometimes in contravention of employment rules. ISS, a leading shareholder advisory service, has been targeting pledging and hedging of corporate stock as a governance issue for some time. Dodd Frank also made recommendations on the issue.

The proxy discloses that the pledge was made "in connection with loans used to fund tax and other obligations associated with vesting and delivery of equity incentive awards and purchases of Company shares". This seems unrealistic as most tax bills come only on the selling of those shares and a quarter of a billion dollars is a rather large pledge.

I have some questions:

Question 1: What sort of transaction has Mr Pearson pledged the shares for? An equity swap (which is a de-facto share sale)? Maybe a loan? The shares then will be sold if the stock goes down - and Mr Pearson gets to keep the cash. Or is it for something else?

Question 2: And under what circumstances will Mr Pearson be allowed to sell shares contrary to the employment contract detailed by Mr Ackman?

You can't tell from the disclosure but it is possible that Mr Pearson has - contrary to the myths around Valeant - taken a couple of hundred million dollars off the table. I have learned that statements by Mr Pearson (such as the statement about bringing debt down quite quickly) need to be verified. Mr Ackman almost certainly wrote his long presentation several days before the proxy was filed and probably did not learn about the pledge until after he wrote his presentation.

Question 3: The compensation committee is "committed to reducing the level of pledging generally at the Company". Which other executives have pledged shares, in what quantity, and are those pledges properly disclosed in public filings (especially in filings regarding executive compensation)?

The proxy also discloses that the company only adopted an "anti-pledging policy" in 2014. Moreover that "anti-pledging policy exempts existing margin and accounts and pledging accounts, which are permitted to continue until they expire, and allows the Board to make further exceptions to the policy when determined by the Board to be in the best interests of the Company".

Some will argue that I am being pedantic. A quarter of a billion dollars (the value of Mr Pearsons pledge) is small compared to the value that Mr Pearson has has created at Valeant - a company worth over 40 billion.

After all, what is a quarter of a billion dollars between friends?





John

Valeant Pharmaceuticals Part IV: Fact based discussions about the reduction of debt

Recent release: Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) today announced that it will conduct a fact-based presentation to refute recent misleading assertions made by Allergan, Inc. (NYSE: AGN) and others, as well as answer additional investor questions, on June 17, 2014.

As stated: the presentation Valeant is making is "fact-based". The alternative is unthinkable.

However I want to ensure that prior to the presentation my readers know that you must physically check "facts" that Valeant and their management state. Let me demonstrate with a single seemingly irrefutable example:

Here is Mike Pearson, the CEO of Valeant talking about his strategy in the context of the (not-consummated) merger with Cephalon.



Michael Pearson, chairman and CEO of Valeant... by tvnportal

I have started the video at 4 minutes and 3 seconds. Mr Pearson is answering a question about their acquisition spree.

Interviewer: Now Mr Pearson, you have been on a little bit of a spending spree lately. I understand that you have made something like twenty acquisitions in the past three years and now we hear that Standard and Poors is putting you on a little bit of a watch because of your debt situation why do you think this is the right strategy for your company.

Mike Pearson: Well it has been the strategy ever since I got there. It is not a change in strategy. Its what we have been doing. We have successfully raised debt historically and we believe that we will be able to pay down the debt quite rapidly if we are able to consummate this transaction. We have done that in the past. When we merged with Biovail our debt actually went up and we brought it down quite quickly since that time and we plan to do the same with this. 

Now this is not a forward looking statement. And for an acquisitive finance-driven CEO its a number that he should not get wrong. Level of debt is a deterministic and audited number. A "fact based" number - or dare I say it - a "reality based" number.

Anyway the Biovail merger closed on the 27 September 2010 with the legacy Valeant shareholders being paid a special dividend.

Here - courtesy of Capital IQ - is the net debt (in millions of USD) for Valeant every quarter from June 2010 onwards. The June 2010 debt is the debt in legacy Biovail (which was later renamed Valeant).

Balance Sheet as of:	Total Cash & ST Investments	Total Debt	Net Debt
Q2Jun-30-2010	183	319	136
Q3Sep-30-2010	598	3236	2637
Q4Dec-31-2010	400	3595	3195
Q1Mar-31-2011	406	4716	4310
Q2Jun-30-2011	242	4547	4305
Q3Sep-30-2011	258	5227	4969
Q4Dec-31-2011	170	6651	6481
Q1Mar-31-2012	332	7003	6672
Q2Jun-30-2012	395	7557	7161
Q3Sep-30-2012	258	7640	7382
Q4Dec-31-2012	916	11026	10110
Q1Mar-31-2013	414	10617	10203
Q2Jun-30-2013	2539	10794	8255
Q3Sep-30-2013	596	17405	16808
Q4Dec-31-2013	600	17380	16779
Q1Mar-31-2014	600	17387	16787

Now Valeant bid for Cephalon in 2011 when this video was filmed.

In that period there is a single quarter when the net debt fell - and that was by less than 6 million dollars. Gross debt (ie before cash and short term investments) fell in that quarter by more but only at the cost of running down the cash balance. The falls are marked in red (one occurs after the period in question and is the result of selling shares for cash). [The other period in which debt fell it fell because of selling additional shares for cash which was used for the Bausch + Lomb acquisition.]

On the face of it - using the numbers above, the statement that they bought debt down quite quickly after the Biovail merger looks like a porky. But there is an alternative hypothesis - which is that Valeant management have a different view to me on what it means to bring debt down quite quickly. They might mean debt to net assets (but even that is problematic in a company with losses). They might mean debt to cash flow (except that has risen too though not quite as monotonically.)

So for the "fact based" presentation I ask only one thing of Valeant management. The "facts" need to be verifiable - in such a way when I have a different interpretation than you I can see the difference.





John