Wednesday, August 1, 2018


I was quoted in the Australian Financial Review on Monday stating that Xero is the only Australian company with the potential to be a $100 billion global tech behemoth.

As the market cap is less than USD5 billion now I am saying a 20 bagger is possible.

The $100 billion number was a matter of some dispute in the office - and a discussion is in the appendix. However suffice to say there is huge upside provided it all works.

Xero however have a few hoops to jump through on that path. This post is to explain my view and also what I hope management improve. I do not think they have done a great job of it so far (even though the stock and business have been a success).

But for the uninitiated I am going to explain what Xero does and why it has such potential.

Xero is an open architecture cloud-based small business accounting software package. It provides a proper double-entry accounting system for small businesses available from any reasonable device, and backed up automatically. It has permissions to allow various people different levels of access (to facilitate proper accounting controls) and in some jurisdictions it connects straight to banking systems to allow payments to be made directly from Xero.

We use it to run our business. It works. It is wonderful.

This is not an isolated view. Check out the @xero twitter feed. People unironically use the word "love" about accounting software. It makes their life easier - and is way better than alternatives out there. [Observation: as I wrote this I saw the first complaint I have ever seen about the Xero system having issues.]

A stylised history of accounting software and Xero's place in it

Small business accounting software tends to be localised by country such as Quickbooks (USA), MYOB (Australia) or bits of Sage (notably in the UK).

The reason for country-specific software was that this stuff arose during the 1980s (which was a big period of tax reform globally) and the localisation was important for compliance. Moreover, that was a different world - there was no reason to expect that (say) Intuit would have the local knowledge to succeed in Australia let alone France. [Question: could you imagine programming French tax law into an accounting package written in California now? Could you imagine doing it pre-internet?]

Small business software is a much more important business outside the United States than inside. Penetration in Australia for instance is over 70 percent (these are for businesses with say 5-10 staff). In the US it is likely around 20-30 percent. The Australian penetration rate is probably around the non-US OECD average.

I am pretty sure the reason for the high-non-US penetration is tax compliance. The US (almost alone) does not have a value-added tax. VATs are beautifully simple taxes, relatively easy to comply with and that raise revenue very efficiently. But they turn almost every small business into a tax collector. Even an architect or a small consulting firm collects value added tax - and it does so on behalf of other people.

Tax authorities get moderately upset if you do not pay tax you yourself owe to them. They become vehemently angry if you withhold tax on behalf of other people and you don't pay it to them. When you become a tax collector your relationship with the tax authority changes. Being compliant and being seen to be compliant becomes a business necessity.

Small business accounting software helps that - indeed it makes it automatic. And that is why in countries with value added taxes small business accounting software is pervasive.

And because small business accounting software was - from inception - about tax compliance it was necessarily highly localised. When these programs arose in the 1980s computer space was limited (you really wouldn't want a global system for your small business) and cross-border compliance was an unrealistic programming goal.

Xero and the rise of open-architecture, cloud based small business accounting software

Into this world of localised (and dare I say in antiquated) small business accounting software comes a truly disruptive company from New Zealand called Xero.

Xero offer a cloud-based accounting package to small business. There are plenty of reasons why cloud-based is superior. But the initial top-of-the-list is the ability to run your business without a dedicated server and on any device.

But there are some big advantages with cloud based software. For instance, if our business had to pay workers compensation insurance to some insurance company we may set up a direct debit (through our accounting software) and make the payment to what is - at least to us - just a bank account number. If we accidentally type the wrong number in that could of course be a disaster. However, Xero have almost certainly had the correct number typed in twenty times before and they can - using a little artificial intelligence - warn us that the number is wrong and get us to type it in again. That is the direction this is heading.

Xero is a minor miracle - a powerful small business accounting software package with an intuitive and elegant interface. Nobody ever said doing their accounts was fun - but following the Xero hashtag on Twitter almost makes small business accounting seem cool. Pushed on that, customers note it saved them the drudgery of the shrink-wrapped solution it replaced.

Anyway -  Xero from inception had a problem. It was based in New Zealand. New Zealand is not exactly the centre of the universe. And trying to run a global software company from New Zealand was a challenge. Besides, when Xero started it was diabolically short of money for expansion.

So they made a decision which seems obvious in retrospect, but was innovative at the time. They made the system open-architecture. They allowed people to put their own apps over Xero to meet specific functions.

For example there is an app for doctors’ practices in Australia. There are lots of small business management practices that are specific to a doctors practice in Australia - for example the classification of and collection processes for government reimbursement of medical procedures. Xero wouldn't know enough about how a doctors practice works in Australia to write that software - but someone else does - and they just plug it into Xero. Slogan: "there is an app for that".

And there is an app (often given away) for ordering building materials for a small construction firm. This app builds into the billing and bidding software and also to the ordering software. It is given away because it locks in customers.

And of course there is an app for payroll too. That app will (necessarily) be country-specific because tax laws and court orders and all the other things that you need to withhold from payroll are country specific. In countries where Xero is pervasive Xero might build or acquire a payroll app and will wind up owning a good part of the system. In countries which are a long way from New Zealand it is likely that there will be a third-party payroll system.

Payroll is particularly difficult. You might have an employee in California who is resident in Oregon and has a court-ordered salary withhold in Texas. No small business can comply with that and so they send their payroll to a payroll processor (such as Automatic Data Processing or Paychex) and the payroll processor complies with that. But there is no reason why this can't be done with cloud-based software. Indeed that is what Ultimate Software does. Ultimate Software (NASDAQ: ULTI) is a rocket-ship stock and is the bear case for (say) Automatic Data Processing.

Bronte (our business) does its payroll on Xero and functionality is more than sufficient. Xero have a payroll program with limited functionality in the USA - but you can have payroll apps on Xero with much broader functionality - see this list. Note in this list ADP is a plug-in for Xero but the one with the worst reviews.

The end-game for an open-architecture accounting system is that there is an app for every function that is hard to comply with. If for example private schools have to separate their building accounts from their general accounts and other things there will be an app for that. If a doctors practice needs to invoice simply 70 different insurance companies there will be an app for that.

And owning the open-architecture backbone will be a stunningly powerful (and ultimately stunningly profitable) position. Profits will - as per most of silicon valley - follow relevance.

The real reason a small business uses software

At the end of the day the reason the small business uses software is that it makes their life easier - and most of that "easier" is broadly compliance: compliance with governments, compliance with insurance companies, compliance with customers needs etc. Having payroll software allows you to comply with tax withholding and other payroll laws. Having accounting software allows you to comply with tax laws (especially valued added taxes).

The state of play in accounting software

Accounting software packages were nice regional monopolies or oligopolies. Compliance differences meant that they did not compete much across borders. There was one or two in most markets. In some markets these were segmented so there were very simple packages for one or two person businesses, then packages which became more complex as the business became larger.

The quasi-monopolies were pretty good businesses, high incremental cash flows but not much growth. In other words they were targets for private equity.

Many got bought and levered up. In Europe many more got hoovered up by Sage (a London based roll-up of accounting and payroll packages). For instance SolvAxis - which was the leader in Switzerland - was bought into the Sage juggernaut.

The exception was the US where the leader (Intuit) was too big and too valuable to be taken private or levered up.

So around the world you have lots of indebted (and hence weakened) competitors and one super-solvent, super strong competitor in the US (Intuit). Sage is only modestly levered, but a roll-up. It is a strong competitor but nowhere near as powerful as Intuit.

Enter the cloud

Cloud accounting is so much superior to the previous shrink-wrapped alternative it is a joke. Nobody would ever go back to the (very limited) box. Moreover the cloud programs get better and better and the improvements are baked in every day. They don't fail to work (notwithstanding Xero’s minor technical problems yesterday).

The customer drag will be one-way forever. Shrink wrapped loses share and eventually shrinks away.

When I first saw Xero I thought that Intuit was ultimately doomed. Relative to Xero, and especially relative to where Xero would be, their product sucked.

I don't think that any more. Every accounting package has come out with a cloud option. Intuit's has turned on a dime. Their investor relations presentations and indeed much of the company is now is a clone of Xero.

No I am not joking. Intuit (a USD55 billion company) copied Xero (a USD4 billion company) and they did it to survive.

Intuit however did more than that. They came to Australia with a cloud-based product (Quick Books Online) and gave it away for $1 a month. This is an unambiguously loss making enterprise. When I asked them why they did it they straight out said "to learn to fight Xero on their home territory".

This is a stunning admission. Intuit is using its huge cash flow (well over a billion per annum) to give away product so they can fight a tiny company from New Zealand.

But it is the right thing to do too. Intuit has learnt how to survive, deserves to survive and will survive.

Ultimately I am not so sure about everybody else. Most of the competitors are weakened and the cloud apps simply steal customers from their non-cloud businesses. At best they can "do an Adobe" and convert much but not all of their customer base to a monthly subscription model. But I suspect that is optimistic. You see artificial intelligence (AI) is going to make a huge gift to the big players.

And that is easy to see by example. Suppose I make a $2000 payment to Dell. You are smart, you know what it is. It is a computer or a server or some other piece of capital equipment. And being a computer it is (for Australian tax purposes) depreciable over three years. I had to look that up.

So I enter it into my accounting package as depreciable over three years.

And go on.

But when 20 people have done that with an AI system the accounting software should recognise this and automatically categorise it correctly. And that just saved you looking up the depreciation schedule.

Xero's stated goal is to get to 99 percent automatic classification of receipts. I don't see any reason why this shouldn't be 99.9 percent. The pain of much of this business - and the whole profession of low-level bookkeeping - should disappear.

And those with the biggest  data should win. They should win big. And it will be near-impossible to compete with them. I am sorry MYOB and Sage. You are destined for the scrapbooks of history.

Xero and AI

I am hardly privy to the software design decisions of Xero but they clearly have their eye on this. They originally wrote Xero so that it ran in Microsoft server hosted on Rackspace. They re-wrote it so its backbone is Amazon Cloud Services. This was a non-trivial task - and I think they did it because Amazon has a much better artificial intelligence as a service offering (either direct or third party). They did it for the AI.

The trick here is to get really big fast. If you get big fast. When you do you will have more data and you will win the AI race.

At the moment Xero is the world leader in cloud based accounting software and records more than a trillion dollars in transactions per year. This is a race that Xero can win.

Xero's management issues

Rod Drury who founded Xero and was CEO until recently was a talismanic software genius whose heart and lifestyle was in Hawkes Bay New Zealand.

Now Hawkes Bay may be one of the nicest places in the world to live - but it is not the centre of anything that matters. He was both the inspirational genius and the limiting factor to growth.

The company was listed in New Zealand, hardly the world's most tech-driven market. And when they moved the listing it was to Australia and not to the NASDAQ.

This stock has always been cheap relative to the US SAAS companies. Take Ulimate for instance - a well run company with a vision far less expansive than Xero. The market cap is about double. This is typical.

Xero run the business to be cash flow break even. They are proudly (just) EBITDA positive. The mantra here is to grow as fast as possible subject to the constraint that they do not run out of cash. Which seems a sensible enough mantra - but given the prize is so big why not grow faster?

A Silicon Valley CFO (say a former tech investment banker at Goldman Sachs) would have hyped the stock, listed it on the NASDAQ, raised a bucket-load of cash with the minimum possible dilution and used the cash to grow even faster. Not doing this is the first thing that the company has done wrong.

The second thing they did wrong was target the USA before they targeted Europe. The USA alone amongst OECD countries does not have a value added tax. It has much less software penetration and the usual selling channel (sell to the accountants who then sell to their clients) was not as easily open.

Moreover going to the USA wakened the only credible long-term competitor.

Instead they should have gone to Europe first. Europe has compliance problems coming out of its ears. It is a natural market for a software product that solves them. And it has a weaker competitor in Sage.

They should have produced Xero in multiple languages. They went to the US without a Spanish language version which seems stupid if not insensitive.

And Quickbooks Online is opening in France - a completely natural market for this product.

There is no reason why Xero should cede the natural markets of Western Europe to the Americans. Hop to it I say.

Hope in the management change

Rod Drury has recently resigned as CEO of Xero.

It is not normally great news for a tech company when the talismanic founding genius leaves. But in this case he might have done the right thing.

You see Xero has appointed a genuine internationalist, Steve Vamos, formerly a senior executive at Microsoft.*

Steve will do certain things much better than Rod.

- he will run the administrative side of the firm a lot better - he is a MUCH better people manager and will hire stronger direct reports
- he will be much better at running the US subsidiary
- he will run a global organization much better
- sales and marketing will strengthen

And he will do somethings much worse

- he has not demonstrated product vision in this area
- he is not a life time accounting expert
- he will understand customer need a lot less well

If Rod can stick around as the product visionary this will work very well as a transition. Steve can cover all of Rod's (considerable) weaknesses and not lose Rod's (also considerable) strengths.

The CFO is also changing and this is unambiguously good news. The old CFO was way too parochial. The biggest weakness of Xero was its financial clout to go with the global potential of the company. The company really needs a first-tier Silicon Valley CFO. I think they are going to get it.

Are they going to get this done? I think so - but they will probably wind up being a nice second player to Intuit because they have not gone fast enough. You can own either stock but the upside is far more considerable at Xero.

I bought my stock at under half the current price. It is not that cheap anymore - trading at 16 times trailing revenue and 11 times forward revenue. If the stock quadruples its revenue you will probably win quite nicely owning it - but I am not looking for a quadruple. I am looking at a path to global significance.

I think they might yet do it. It is far from written in stone - but it is as far as growth tech stocks go - a pretty good bet.


*Many of the observations here come from one of my regular tech correspondents. I have not sought his permission to quote them so I just borrowed them and presented them as mine.

The $100 billion number

The biggest debate in the office came about because of my $100 billion number as an end-game market cap. In some sense that is the big-hairy-audacious-goal (BHAG) for any putative tech giant.

But in this case thinking about how you get there explains it pretty well and also explains to some degree what the company needs to do.

Xero currently has about a million customers paying on average about $400 per year each. We pay a bit more mostly because we transact some of our business in foreign currencies and as we add optional features we would expect to pay more still. We would expect revenue per customer to grow over time and think $600 is not unrealistic. At least some of the customers become bigger over time. We know one 200 person business who runs the entire thing on Xero. Their next transition would typically be to Oracle accounts - but they do not feel this is necessary.

To get to $100 billion in market cap you probably need $15 billion in revenue at some point. Even that is fairly expensive at 7x revenue - but most of the tech giants trade at about 7x revenue.

At $600 per customer that means you need 25 million customers. To get to my BHAG Xero needs 25 million customers. It needs to be 25 times bigger.

My first cut was simple. Xero has the bulk of the market in New Zealand - its home market - and about a third of the market in Australia. It has a small market share in the UK and a tiny market share in the US. Australia is about 2 percent of the world - and so Xero could - if it got to this market share globally - be 50x bigger.

It is a superior product, mission critical and sticky. This seemed plausible to me.

Then one of my staff members pointed out that there are less than 6 million incorporated businesses in the US. And sure this doesn’t count sole-traders but it does make my 25 million customer target seem hard.

This of course led to a debate. How is it possible to have a million customers mainly in Australia and New Zealand (very small countries economically) and there only be a target market of about 6 million customers in the US.

The first answer was the one alluded to above which is that Australia and New Zealand both have value added taxes which means that everyone with any private business has to file regular tax statements and the vast bulk of them use software to comply. This will apply in Europe too. Xero should have gone to Europe before going to America.

The second answer (which I would love to confirm) is about the structure of the US economy versus countries without large pools of low-income labour. In the US there is a vast pool of labour at approximately $10 an hour which is lightly skilled. Many businesses work out how to leverage an entrepreneur’s talent through using dozens of these people. The average restaurant in America is much larger than the average restaurant in Sydney - and leverages one executive chef over many staff. By contrast this low-income labour pool barely exists in Australia - and of consequence I suspect the average small business is smaller and there are many more of them. Australia, not America is a land of thriving small businesses (at least by number).

I suspect the same is true in Europe. Indeed in Europe in many jurisdictions there are penalties for businesses getting too big. France for instance has different labour laws for companies that employ more than 50 people rather than less than 50 people and many businesses deliberately stop growing under that threshold.  My guess is that the market is again relatively bigger in Europe than America. Just because there are more potential customers.

In all cases it leads me to the conclusion that Xero has focussed its energy wrongly (on trying to grow in America) rather than going to countries where it is a natural fit.

Done well though I think there are 25 million customers out there to win. Whether they can do it - that is yet to be seen.


Monday, July 23, 2018

Worthless Pennies - a plea for contact

I don't like using the blog this way - but can the people behind the defunct short-selling research firm "Worthless Pennies" please contact me.

Anonymously is okay. I am trying to track something down.

Thanks in advance.


Monday, May 7, 2018

Just how bad is it for big tobacco? And a business idea for an ambitious investment banker

Big tobacco stocks have had a bad month. Philip Morris had its worst day (for stock performance) in a decade. Electronic cigarettes and vapes etc are taking market share - and they are interrupting the big (old) brands of combustibles.  There has been plenty of press - here is an example from Fortune.

I just want to throw up a single data point. Swedish Match (a tobacco company with no cigarette brands) owns the world's biggest match and lighter business. If you live in Latin America, Asia-Pacific or Europe you have almost certainly used the products. Here are the main brands:

Main brands:
Matches: Solstickan, Swan Vestas, Tres Estrellas, Fiat Lux, Redheads
Lighters: Cricket

Redheads and Cricket are totally dominant in Australia.

Here, from the last quarter, are the results for the "lights" business - just the volumes.

Yes, you are seeing 11 percent volume decline for matches, 23 percent decline for lighters.

If you are a big tobacco investor your only reaction has to be oh f--k.


Now if you are an investment banker here is a deal from heaven. This match and lighter business has distribution almost every place in the world outside North America where you want to sell cigarettes.

It is thus a perfect distribution entree to a new e-cig business - and this e-cig transition is a once-in-a-lifetime opportunity to break the big tobacco brands.

The business is only a partial fit for Swedish Match (who mostly sells Snus in Scandinavia and chewing tobacco and machine rolled cigars in North America).

There has to be a deal to be done, a billion dollars to be made.


Sunday, February 18, 2018

The importance of GE's credit rating

The cover story in Barrons this week is on GE's dim prospects. I confess to being a very minor source for that story. I don't own GE - but there is a price below the current price where I would buy it.

That said, I think there is one last shoe to drop, and it is a doozy. And it wasn't covered in Andrew Bary's excellent article. That is that GE's credit rating - and hence its business - is under threat.

GE's best business (by far) is jet engines where it competes with Rolls Royce (in wide-bodied engines) and a Pratt & Whitney consortium in narrow bodied engines. 

There is a new generation of engines (and planes) now - and the aviation business is booming. Boeing's stock price reflects that.

But GE is no longer the unequivocal engine leader. In wide-bodied (ie planes with two aisles) the current leader is the Airbus A350 powered by a Rolls Royce engine. It is the most fuel efficient long-haul plane on the market (measured in fuel cost per passenger-mile) and the engine is provided exclusively by GE's competitor. GE is playing catch-up - but will probably succeed with the Boeing 777x which (on paper anyway) will take the mantle as the world's most efficient plane.

In narrow-bodied the GE may still be the leader but Pratt & Whitney has caught up a great deal. Picking the competing engines apart is difficult (although at the moment the Pratt & Whitney competition has problems with a knife-edge seal). [I know serious aviation nerds who think the P&W engine is a better product with better prospects - although I think that is a minority view.]


The jet-engine business is threatened by GE's current worries. You see jet engines (especially wide-bodied jet engines) are sold with very long-term maintenance contracts. If I order a 777x now it will be a couple of years before the first delivery, maybe 10 years before my delivery and expect to be flying the plane for another 20-25 years after that. I may be ordering 10 planes in which case my last delivery may be 15 years away and I expect to fly that plane for a further 25 years. 

Whoever buys this plane needs to be confident that GE will be around and solvent in 40 years to actually do the maintenance. The GE aviation business is more credit sensitive than almost any business I can think of.

And that is a problem because as Andrew Bary notes GE's debt is already trading as if the credit rating is BBB+, and if you are entering very long maintenance agreements BBB+ is simply not good enough.

If Ahmed bin Saeed Al Maktoum or Akbar Al Baker gets jittery re GE's credit rating then it will threaten GE's ability to sell engines or even Boeing's ability to sell planes (on which GE is the monopoly engine provider). 

Who are these guys you have never heard of? Well Ahmed bin Saeed is the CEO of Emirates airline and Akbar Al Baker is the CEO of Qatar airlines. These are the biggest buyers of long-haul jets in the world. They are GE's most important customers.


GE is, I think, a rationally run business - meaning management run it to management's incentives. In the old days that was to buy stock and keep the price high (options) but now it is clearly just for business survival.

And business survival requires that GE maintain its credit rating. 

That is why there will be an equity raise.


There are plenty who argue that GE should be broken up. I am not averse to the possibility but it is much harder than it looks. GE has lots of obligations including over 100 billion in debt and 30 billion in pension shortfalls. It also has guaranteed a few (painful) insurance obligations.

If you break up GE those obligations have to go somewhere. And debt holders or the Pension Benefit Guarantee Corporation is not going to accept them being placed against GE's troubled businesses (such as power systems). And Ahmed bin Saeed isn't going to accept them being placed against the aviation business.

So in a break-up a lot of capital needs to be raised. Probably in excess of 50 billion. 

Bluntly I do not think a break-up is realistic. You could get away with under half the raise if you don't break it up. And maybe you could just sell some businesses to strengthen the balance sheet and get away without a raise.


Rolls Royce went through this. There was a period where Rolls was problematic - and if you looked at the balance sheet you would have immediately rated it A+. But even then A+ was barely enough - even the threat of a downgrade and Rolls would have had to raise capital to protect their business.

Rolls never raised equity - but it was touch-and-go. 

GE is far more problematic than Rolls at the nadir - simply because there are far more obligations on GE's balance sheet.

I reckon an equity raise is likely. I don't know why they didn't cut the dividend in its entirety (except maybe that wasn't enough). It may be that 20 billion in asset sales is enough - but I have my doubts. I think they will need more to keep the customers satisfied. 

Ahmed bin Saeed Al Maktoum, this one is up to you.


POST SCRIPT: I have been asked several times how GE got into this trouble. Here is my very quick summary.

a). GE was left hyped up and overly dependent on finance income and accounting tricks under Welch (who I think is the main culprit here),

b). Immelt did not defuse all the unexploded Welch bombs anything like fast enough. GE would have gone bust on the Welch trajectory, and Immelt got it off the Welch trajectory, but not far enough off the Welch trajectory, and

c). Both Welch and Immelt behaved as if their body odour was perfume. They believed their own hype and bought back stock and stock and more stock. Total shares repurchased were over 100 billion dollars. Just 30 billion of that money now would solve the credit rating problems.

d). Power systems which was once perhaps the golden business fell on hard times. Solar is now cheaper than coal or gas. Renewables are cheap. This is a problem if you are the biggest capital equipment sellers to the old tech. This was exacerbated by spending 10 billion on Alstom just as it all fell apart. Immelt doubled down on dying technology.

The 20 year accounts are here.

Friday, February 9, 2018

Nasdaq and the New York Stock Exchange (and possibly Herbalife) team up to help organised crime

Charlie Gasparino suggested in a tweet and a story that Herbalife, the Nasdaq and the New York Stock Exchange have teamed up to produce an anti-short-seller Bill. The Bill forces disclosure standards on short sellers.

I have no conclusive evidence either way as to whether Herbalife is involved behind the scenes or not. However the Bill is real and Charlie is usually a fairly thorough reporter and I have no reason to disbelieve him. And Herbalife has not denied the story.

The Bill is a threat to my physical safety. 

I want to assure readers that I am not exaggerating in the slightest. 

Bronte has a business model on the short side of maintaining a large database of people we regard as crooked and finding stocks associated with them and shorting those stocks. Often we do not know the full extent of the crook's business - we are just running on pattern recognition.

One such stock was China Agritech. We were short it originally because there was a minor crook associated with it. We worked out plenty including some ridiculous disclosures such as "proprietary nano-honeycomb embedding and microelement deep complexing technologies" in their organic fertiliser. Shorting a company associated with low-level scammers that literally claims to sell high-tech shit is just my style. 

Unbeknownst to me at the time however the Chief Financial Officer of China Agritech - Mr Yau Sing (Gareth) Tang- had a history. Mr Tang and Mr Jimmy Hueng were the directors of a Hong Kong Company called Win's Prosperity Group which collapsed. The story is told by Professor T. Wing Lo in the British Journal of Criminology. The direct quote (about a Hong Kong stock scam) is:
This case began with the renaming of a listed construction company, OLS Group, as China Prosperity Holdings (CPH) on 29 April 1999. Coincidentally, both the Chinese and English words for ‘Prosperity’ were the same as in Jimmy’s company, Win’s Prosperity Group. Jimmy Heung and a Mr Tang were the only directors of Win’s Prosperity Group. Tang was also the Executive Director of CPH, but Jimmy, as a triad figure, is not allowed to hold directorship of any listed company.
Jimmy Heung - now deceased but then Gareth Tang's regular business partner - was easy to find. His father was the founder of the Sun Yee On Triad. It was widely reported he was the Triad boss at the time China Agritech was fleecing American shareholders.

Anyway I publicly ridiculed China Agritech on this blog. Obviously I did not know of Triad involvement when I did this as I am not stupid or reckless. But not knowing Triads are involved does not obviate their involvement.

I stopped talking about China Agritech when I received threats of violence by phone from China from people who made very clear that the threats were credible. I reported these threats at the time to the Federal and local police which made it apparent to me that the Australian system wasn't well equipped to handle cross-border threats from China.

And more importantly I vowed to become far more restrictive about what I would say about short positions and what I would disclose about short positions in the future

Whatever - China Agritech was listed on the NASDAQ. It wasn't a small pink-sheet company and it had institutional shareholders. 

China Agritech is dead and buried now - and so is the Triad figure who was responsible for this fraud - so I feel safe enough talking now. I do not feel safe talking about this stuff generally. Indeed I would never willingly disclose such a short. Unless forced to by this Bill.

What this Bill will do is allow Triads and other organised crime gangs to list stocks on American stock exchanges and not worry about market participants anonymously exposing the natures of their crimes. The short-sellers will have to disclose themselves, not only to the SEC, but also to the those that will do them harm.

I say - without fear of exaggeration - that this is the Organised Crime Stock Fraud Protection Bill.

I can understand why crooked companies might support this Bill. And it gives me pause that Charlie reports a company that I own supports this Bill. But I have no understanding (other than a cynical grab for listing fees) as to why the NYSE and NASDAQ are happy for Sun Yee On Triad companies to list on their exchanges and why they support a Bill to protect them.


Why should shareholders have to disclose positions anyway?

Running a funds management company you only really have one output. Positions in stock market. That is your intellectual property. 

There is no other business I know where the business is forced to disclose the entirety of their intellectual property.

That said - I can think of a decent reason to force disclosure of long positions. If I own a share I own a vote. If you own a share you also own a vote. If own 30 percent of a company in most cases I can effectively control it. My votes impinge on the power of your votes. 

Because my ownership of shares can change the value of your ownership of shares most countries force disclosure when ownership stakes become large enough to matter (typically, but arbitrarily at five percent). This seems a reasonable compromise between keeping the buyer's intellectual property private and allowing the rights/control issues around a company to be visible to market participants.

However when I short a share I have no rights whatsoever - just an obligation to buy back the stock sometime. My short position doesn't impinge on your long position except in as much as there are deferred buyers in the stock. The above argument for forcing disclosure simply does not apply.

Indeed other than symmetry for symmetry's sake I can't think of a single argument for forcing short disclosure and I can think of strong arguments opposing it.

I would like the NYSE and the NASDAQ to lay out a cogent argument (other than mere symmetry) why disclosure should be forced and why this does not protect organised crime.

If Herbalife is truly behind this Bill (as Charlie Gasparino reports) then I would also like an explanation of why they support the Bill.

John Hempton

Post script: Charlie Gasparino has since contacted me and assures me that Herbalife has confirmed the story. 

Tuesday, January 16, 2018

Further notes on visiting Herbalife clubs in Queens

Preface: I once wrote a blog post - a response to Mr Ackman's campaign on Herbalife - which gave notes on visiting a Herbalife club in Queens. This remains one of the top ten most visited posts ever written on this blog.

On Saturday morning I visited two Herbalife clubs in Queens neither of which I had visited before.

One was a well known one - one of the first hits when searching for them using Google. The other was just found using Google Navigation and was about half a mile away.

Both clubs were pretty marginal businesses - but both were stable and viable. One was ten years old, the other five years. The first one was - believe it or not - prosperous enough to have employees.

My purpose was to check implementation of the Federal Trade Commission (FTC) rules on the ground. The FTC rules come from a settlement the FTC had with Herbalife in July 2016.

I went without someone fluent in Spanish (a skill very few Australians have) and that was a problem because neither of the proprietors (or their staff!) spoke English. Very few customers spoke English either - but we sat in the clubs for some time and a steady (although small) flow of customers came through. My colleague spoke broken Spanish which was enough for a basic - but not a detailed conversation. Sometimes customers translated.

In both clubs our names were taken when we ordered and records were kept of who the customers were. This is to ensure compliance with the rules in the Amway Case (reinforced in the FTC settlement) that require a multi-level marketing scheme to demonstrate that 70 percent of sales were to bona-fide customers and not to distributors. We asked whether this was a response to the FTC rules but were told that they had done this "always" - which meant at least for five years. In other words they had been complying with the core FTC requirement in advance.

In the second club the reason the clubs were marginal businesses however was made clear. We asked how many clubs there were around here - and the proprietor said in Spanish and with a wry look - too many. This is consistent with the first time I visited Herbalife clubs in Queens.

One of the clubs organised exercise groups in a park but not in the winter. The other club did not organise such groups.

At the end we found two fluent English speaking customers - a mum probably in her 40s and her daughter in the latter years of school. Their preferred language was Spanish but their English was excellent.

The mum had been coming for about a year and exercised three times a week (the exercise not organised by the club) and had lost about 45 pounds. She was a true believer - and credited Herbalife with her change.

Her daughter was there as much as anything to keep her mum company - but was also a Herbalife customer. She had successfully sold some of the product too - presumably to her mums friends who were (rightfully) impressed by the mum's loss of body mass and improved health.

But she did not sell it any more - because she did not get paid.

Now it turns out the reason that she did not get paid was that she was signed up as a "preferred customer" and not as a "distributor". The distinction between "preferred customer" and "distributor" did not exist prior to the FTC Settlement described above. It was part of the way that Herbalife was forced to demonstrate that it complied with the guidelines in the Amway case.

To be blunt - the direct result of FTC decision is that a young Hispanic woman did not get paid.

And that was the only direct result of the FTC decision I saw.

And so in summary I conclude that the FTC has been ripping off young Hispanic women since July 2016.

I am not sure that is the intended effect.


Saturday, December 30, 2017

Herbalife and Bill Ackman in furious agreement

Today Bill Ackman announced that Pershing Square was settling an insider trading securities class action. To quote:

Pershing Square and Valeant have agreed to split the $290 million total settlement such that Pershing Square will pay $193.75 million and Valeant will pay $96.25 million. 

But Mr Ackman seems to think that a settlement of approximately $200 million does not say anything at all about the legitimacy of the case. Again to quote:
“We continue to believe the case had absolutely no merit,” said Pershing Square CEO Bill Ackman. “We decided, however, that it was in the best interest of our investors to settle the case now instead of continuing to spend substantial time and resources pursuing the litigation.”
Herbalife - who previously settled a case for a roughly $200 million payment - is of course in full agreement.

I think it is the first time Mr Ackman and Herbalife have agreed on anything.

So let us savour it.


Monday, December 25, 2017

The Urban Dictionary is surprisingly up-to-date: nocoiner edition

Nocoiner is a person who has no Bitcoin. Nocoiners (usually Socialists, Lawyers or MBA Economists ) are people who missed their opportunity to buy Bitcoin at a low price because they thought it was a scam, and who is now bitter at having missed out. The nocoiner takes out his or her bitterness on Bitcoin Hodlers, by constantly claiming that Bitcoin will crash, is a scam, is a bubble, or other types of easily refuted FUD. Nocoiners have little to no computer skills or imagination; even when they see the price of Bitcoin go up and its adoption spread they consider all Bitcoin users to be in a collective delusion, with only themselves as the ones who can see what is happening. This attitude comes from being steeped in the elitist priest cultures found at Harvard, Yale and Columbia, where anyone who is not part of their clique is treated with suspicion by default. The worst nocoiners are tenured academics and goldbugs. Nocoiners believe that the world owes them everything they want because they are part of an elite; they are hysterical liars, brats, prostitutes and losers.
I'm pretty sure Emin is a Nocoiner. Yesterday he made a Tweet about how Bitcoin going up was just a fad, and that a crash was inevitable. He's always talking Bitcoin down; if he had Bitcoin, he would never trash his own stash.

Wednesday, December 20, 2017

Why settle for just one bubble?

Step 1. Be a marijuana thing.
Step 2. Be a bitcoin thing.
Step 3. ...
Step 4. Profit!

Wednesday, November 15, 2017

An initial coin offering for augmented reality smart glasses: you only live once...

This advert - offering another cyrptocoin - specifically for *really smart* augmented reality smart glasses marks the new crypto-high.

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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.