Hertz is on its Way to a New Driver

Sometimes being invested in a stock can feel like being trapped while the enemy takes shots at you from all sides. You were expecting reinforcements to arrive at this exact spot, and while you know you can hang on it sure would be nice to not be fighting this battle alone.

Then, out of nowhere arrives the U.S. Cavalry and although the fight’s not over, you finally believe that victory might be at hand. The stock in question is Hertz (HTZ), which we own, and right now Carl Icahn looks a lot like the U.S. Cavalry.

When an industry has two big publicly traded competitors, comparing their performance is an obvious element of researching their investment potential. HTZ and Avis (CAR), along with privately held Enterprise, dominate the North American car rental market. Consolidation has dramatically improved the prospects for the surviving firms, by reducing competition and thereby allowing price hikes. Rental firms are also making better use of their biggest asset, which is cars. HTZ for example owns Dollar Thrifty and can recycle cars from the Hertz brand whose customers expect a newer car downstream to a lower price point, thereby getting more use out of their cars before selling them. HTZ and Avis are also experimenting with hourly rentals which turn out to be complimentary to their traditional business (business travelers rent for days during the week while hourly renters are typically on weekends). In short, the fundamentals for the business are great.

To examine the periodic public comments from HTZ and Avis you would think they operate in completely different environments. Avis introduced their 2Q results with the following summary, “Our strong second quarter results were driven by our continued growth in both volume and pricing in North America and our relentless focus on accelerating growth in our most profitable channels,” said Ronald L. Nelson, Avis Budget Group Chairman and Chief Executive Officer. “Summer volume and pricing have continued the trends we saw in the first half of the year, and we expect to post record results in our third quarter.”

Meanwhile HTZ, which hasn’t filed a comprehensive financial report this year due to accounting software issues, recently said, “The Company now expects to be well below the low end of its 2014 guidance due to operational challenges in the rental car and equipment segments…”

The operational challenges in the rental market are self-inflicted. The company has been wrong-footed by higher than expected demand combined with recalls on some of their models, with the odd result that, as noted in their recent 8-K filing “Fulfilling advance reservations and contracted business consumed the majority of available fleet. This left the company without inventory to capture more of the higher-rate leisure close-in rentals, which typically generate greater ancillary sales.”

HTZ is a company begging for new leadership. They’re shooting themselves in the foot when their biggest competitor is growing its EBITDA by 19% and expecting a record 3Q. As well as performing poorly, HTZ keeps requesting more time to produce restated financials for 2011-13. It increasingly looks to be just a matter of time before some adult supervision gets involved.

That’s the beauty of investing in public companies. You’re not alone. Carl Icahn has a wonderful quote on his blog from comments he made at a 1988 Texaco annual meeting: “A lot of people died fighting tyranny. The least I can do is vote against it.”

Icahn doesn’t appear to have lost any appetite for a fight during the subsequent 26 years. In the 13D disclosing his 8.7% holding in HTZ, “… lack of confidence in management” was listed as one of the reasons. We share that view. Other notable investors include Glenview (run by Larry Robbins) and Fir Tree (run by Jeffrey Tannenbaum). They’re also fed up with the ongoing mistakes. Tannenbaum recently said that HTZ CEO Mark Frissora, “has completely lost credibility.” We look forward to some fireworks, and to Mark Frissora devoting more time to his golf game.

 

Another Activist Exposes a Weak Board with a Lousy CEO

It’s an odd phenomenon that, although capitalism as a philosophy is built around the meritocracy of free markets, in the area of corporate governance the power of profit maximization has often failed to dump ineffective boards of directors and/or management in favor of more competent people.

Boards are usually made up of invited friends, and sometimes their supervision of senior management resembles that of golf partners where it’s good manners to ignore others’ poor shots while offering congratulations on the good ones. The pressure to avoid rocking the boat is felt by everyone.

Hence the Economist this weekend noted an innovative solution to the issue of weak, sometimes unqualified board members. Why not outsource the function to companies whose business it is to provide such services? This currently happens with audit and legal work. Board members are hardly engaged full-time by any one corporation. Why not develop specialists who are truly independent and full-time?

It struck me as quite a clever suggestion. It ought not to be necessary, but the many failings we see week after week highlight that capitalism is often coming up woefully short in this important area of corporate governance, or how the very stewards of capital are managed and evaluated. Even Warren Buffett punted when a few months ago he was asked about the egregious compensation plan recommended by Coke’s (KO) management.

Although Berkshire (BRK) is KO’s biggest shareholder and Buffett about as vocal on investor rights as anybody, the great man meekly abstained rather than vote against a plan he freely admitted was needlessly generous.  “If you keep belching at the dinner table, you’ll be eating in the kitchen,” was his typically folksy and non-combative explanation. He understands as well as anybody the duty of board members to be only occasionally critical and then in the nicest possible way.

Other examples include ADT, which as I’ve written before is busy demonstrating the ham sandwich test (invest in a company that could be run by a ham sandwich, because one day it will), as shown by their buyback of Corvex’s position in ADT stock last year at $44 just before disappointing earnings took its price eventually below $30. Activists are often a force for good as they seek to expose management failings, but Keith Meister’s Corvex is a negative since he’ll readily throw other investors under the bus for a quick profit. We own ADT in spite of its leadership since we think anybody could run it as badly as current management and many could do better. It’s an option on executive suite change.

Currently the role of using capital to improve management is taken by activists such as Carl Icahn. He just provided a stark reminder of how shareholders often need activists to correct some of their self-seeking behavior. Family Dollar (FDO) just the other day agreed to sell itself to Dollar Tree (DLTR), an unlikely partnership since they operate different business models and would continue to do so afterwards.

FDO CEO Howard Levine noted that no discussions had taken place with the more obvious and bigger merger partner Dollar General (DG), to whose steadily improving operating metrics FDO eternally aspired but never reached. DG’s CEO Rick Dreiling flatly contradicted this by noting that DG had expressed interest in a combination multiple times in recent years. Carl Icahn backed this up, recounting a dinner with Levine at which the subject of a combination with DG was discussed. With DG, Howard Levine will lose his job to the superior operator, whereas with DLTR he’d keep it. As Icahn memorably noted, Levine thinks that because his father founded the company the son owns it. But he doesn’t. FDO’s stock has consistently underperformed DG’s in recent years as has its business. As close competitors it’s been helpful for investors as well as the companies themselves to compare their relative operating performance which has invariably favored the larger, better run DG (we are currently invested in DG, and were until very recently invested in FDO).

DLTR was a better merger partner for a CEO putting his own job ahead of his fiduciary obligation to his shareholders, and the FDO board passively acquiesced. Levine even agreed to a $300 million break-up fee in the DLTR transaction, a final slap in the face to those stockholders who thought he had their interests at heart.

Investors though should be far more assertive. If well-run boards with good corporate governance were more highly valued, they’d arrive more quickly. The more a poorly run company’s stock is shunned the quicker activists or competitors can buy a stake and fix it. The best solution to poor corporate governance is to invest with competent management and avoid the poorly run, at least until they’re cheap enough to draw in an activist. FDO had at least met this test in the last couple of years. Even institutional investors don’t have to own every publicly listed large cap company. Until investors become even more discriminating in their allocation of capital, activists will continue to correct perhaps the biggest weakness in contemporary capitalism – the management of the executive suite.

Another Crooked Untraded REIT

Unlisted registered REITs (Real Estate Investment Trusts) have a well deserved reputation for enriching their sponsors more readily than their investors. A recent case in point is Strategic Realty Trust, Inc. (formerly TNP Strategic Realty Trust, Inc.), a REIT once run by Tony Thompson (who recently closed his broker-dealer and handed in his securities license). Although Strategic Realty raised around $100MM equity in 2009, directly following the financial crisis and seemingly a good time to buy almost anything, they’ve managed to lose their investors’ money. It’s not that the properties they bought didn’t appreciate, but that appreciation was more than wiped out by fees.

One of the selling points of untraded REITs is that they don’t experience the volatility associated with listed products. Somehow the absence of a public market and the ability to exit your investment is supposed to be a good thing in the minds of those who push such things. It doesn’t mean that the assets aren’t changing in value of course, simply that investors don’t know it from the company’s financial statements.

Strategic Realty recently announced its NAV had dropped from $10 to $7.11. Adding insult to injury, its by now former CEO had sold his holdings to an affiliate for $8 earlier this year.

Transaction costs, offering fees and organization costs on Strategic Realty added up to over 27% of investors’ capital, substantially accounting for the losses suffered by investors. Underwriting fees of 10% and more are common in this sector. Since there’s no index on unlisted registered REITs there’s really no coherent basis on which to make an allocation to the asset class at all. And although Strategic Realty pays an annual dividend of 24 cents, its operations don’t generate enough income to fund this so it’s in effect a partial return of investor’s capital rather than a result of profitable operations. Still, it looks like about the only way to get any of your money out of this company.

Meanwhile, the Financial Industry Regulatory Authority (FINRA) filed a complaint against former CEO Tony Thompson last year alleging fraud on a related transaction.

Investors should be warned – any broker-dealer recommending such an investment may well be placing his interests in high fees ahead of the client’s desire to earn a fair return.

How Fund Managers Who Invest Elsewhere Exploit Their Clients

If you didn’t have the data, you might reasonably assume that any fund manager worth his salt was heavily invested in his own fund. This ought to apply to an overwhelming percentage of all the actively managed funds out there. In fact, as a recent article in Barron’s points out, it’s the exception rather than the rule. Using data from Morningstar, they find that almost half the funds tracked were led by a manager with no money invested at all. This sorry bunch may think they’re good, and their marketing materials presumably make the case, but by investing their own money elsewhere they tell you what they really think.

And of the 7,700 funds tracked by Morningstar, only 910 had a personal investment by the manager of at least $1 million. This isn’t a high hurdle; less than this threshold either means the manager doesn’t have $1 million to invest, a paucity of personal resources that should give any potential client pause, or chooses not to.

It’s not just that it feels right to know your manager is invested alongside you. For the client, this is the only way to ensure alignment of interests and protect themselves from the principal-agent problem so prevalent in finance. If you’re a fund manager only managing OPM (Other People’s Money), your compensation is fully linked to the size of the fund you manage. The most reliable way to grow your fund is to outperform your competition. A seductively simple way to outperform is to take more risk than the others. Because if you take more risk in a rising market, you will assuredly do better than most and money, which chases performance, will follow. If the market goes down and you underperform, you haven’t lost much because it’s only your clients that suffer the returns. And if performance is really bad, you can always start a different fund.

The money manager who’s invested elsewhere has a free option at the expense of his clients. He has far more to gain from outperforming than he has to lose from underperforming. For the investors, their risk is linear. Bad returns hurt, and good returns help.

The analysis of the Morningstar data supports other research which shows that active managers in aggregate take more risk than the overall market. They are biased towards stocks with more volatility than average, and as a consequence their actions underpin the Low Beta Anomaly, the tendency of low volatility stocks to outperform over the long run. This is because high volatility stocks draw more demand from active managers which raises their prices, thereby depressing future returns. An active manager owning low volatility stocks is failing to exploit the optionality that his role as agent provides at the expense of the principal (i.e. client). It’s one of the reasons we like low volatility stocks – because although they’re widely owned, they’re not widely owned by active managers. And we think that active managers under-invested in their own funds are likely to continue exploiting their advantage which will cause the low volatility bias to persist.

For the investor, it’s not a bad rule to simply eliminate from consideration any investment manager not personally and significantly invested in his own strategy. It makes intuitive sense but it also provides for an alignment of interests. Don’t let the uninvested take advantage of you.

Are Leveraged ETFs a Legitimate Investment?

Recently Larry Fink who runs Blackrock waded into the debate over leveraged ETFs at a Deutsche Bank investment conference. Fink was highly critical of such products, which he said had the potential to “blow up” the industry one day. The other side of the debate includes Direxion, a provider of leveraged ETFs (Blackrock has none).

There’s probably little disagreement about how they actually work. Take the Direxion Daily S&P500 Bear 3X Shares (SPXS) for example. $1 invested gives you three times the inverse exposure to daily swings in the equity market. So if stocks are -0.25%, you should be up a little less than 0.75% (there are fees, after all). The leverage can sound attractive, but comes with an insidious long term result. Because the ETF targets constant leverage of 3X, it is always having to rebalance. And this rebalancing is always in the direction of the market’s most recent move; if the equity markets falls (causing the ETF to rise in value) its leverage will drop below the target of 3X. At day’s end it will need to increase its short equity position by selling stocks (or index futures) at lower prices. Conversely, if the market rises causing the ETF to lose money it will become over leveraged and will need to reduce its short position by buying stocks, just after they’ve gone up.

The perhaps surprising result of this is that given enough time and enough up and down moves, the value of the ETF will inexorably trend towards 0. There are certain special cases in which this may be delayed or (theoretically anyway) not happen, such as an underlying market that moves steadily in one direction with no fluctuations (i.e. the rebalancing causes less harm), but in the real world such things don’t exist. And it can lose money over time even if the underlying equity market moves as the holder expected (i.e. falls) because of the rebalancing. It is, curiously, an investment product that will cost you money with greater certainty the longer you hold it.

This is fully understood by the providers and Direxion’s prospectus (for those who read such things) provides ample warning that this is a short term, “tactical” fund. Although they do use the word “investment” as it relates to “daily investment returns”, they don’t describe it as an investment product.

So why do such things exist? The answer, of course, is that investors are consenting adults and if full disclosure is given then who’s to say that an “investor” (since real investors couldn’t possibly use these) shouldn’t be allowed to buy one? In aggregate, the holders of inverse ETFs will lose money with virtual certainty, but of course they won’t all lose money. In this regard, they are very much like blackjack or sports betting. A minority of users with skill (or luck) can profit but we all know that the casino always wins. But at least visitors to the blackjack table or the track presumably don’t for one minute confuse what they are doing with investing. Do inverse ETFs users possess the same sense of reality?

Such products no doubt sell themselves, such is the interest in short term market direction and tools with which to bet on it. In fact, one would hope that being sold by themselves is the only way they are ever used. For while Direxion and other such providers can point to the ample disclosures in their documents which almost (but not quite) advise you to not use them at all, what of the brokers or advisers who recommend them to their clients?

It’s hard to fathom why anyone would recommend that a client risk money in something that really is structured like a gambling bet. And in fact the Investment News article referenced above notes that many brokerage firms place strict limits on sales of leveraged ETFs. For those that still recommend their clients use them, one must presume that their business and demand for commissions need only satisfy the minimal standards of (1) is it legal, and (2) did the client agree.

The CFA Institute’s Future of Finance initiative which, among other things seeks a finance industry that puts investors first, clearly has plenty of opportunity.

 

 

ADT and the Ham Sandwich Test

The ham sandwich test, credit for which goes to Warren Buffett, asks whether a company you’re invested in has such a great business with such high barriers to entry that it could be run by a ham sandwich. I’m increasingly beginning to think that ADT will be subject to this test, and we’ll see how good a business it is in spite of their management.

ADT has a great competitive position. They are by far the biggest home security business with 25% residential market share. Their target market is higher income households who have more to protect and the means to pay for it. They ought to be able to steadily acquire far smaller firms, increasing market share and finding operating synergies.

Instead, they are seeing rising customer attrition, barely growing revenues and declining profits. The big cable companies are looking at home security as an attractive service that they can bundle with cable and internet, making switching costs higher for consumers. And yet, their enthusiasm for home security cannot be driven by the execution of ADT’s business plan.

Last year Keith Meister of Corvex completely outfoxed (or “outbullied”, might be more appropriate) ADT’s CEO Gursahaney by selling stock back to the company as part of a stock buy back program Meister had himself advocated. His access to the company’s books and records had given Meister a far more negative view of ADT than Gursahaney, and as subsequent events have shown these two do not belong at remotely the same poker table.

After ADT announced it had bought back Corvex’s stake at $44.01, the stock collapsed and is currently around $30. Leon Cooperman of Omega asked the best question on today’s earnings call when he noted that ADT’s buybacks represented a far bigger investment than their acquisitions or capex, and asked what type of analysis management had done to assess that $44 a share represented a good return on invested capital.

One would think that such a question demands a quantitative response, something that describes the expected return on invested capital with a number. But since the answer to Cooperman’s question consisted of vague optimistic statements about the business the answer was clearly, “No, we have not done that analysis”.

Of course it’s possible that Gursahaney is smarter than I give him credit for, and that the return on capital decision for buying back Corvex’s stake was less important than getting rid of an investor likely to be vocal in his criticism of the company, even at the cost of poorly allocating shareholder capital. In which case some other adjective is more appropriate, but even so this explanation is no more shareholder friendly.

Which sounds like a company entering the ham sandwich test. For our part, we are modestly invested in ADT, in no small part because we believe there’s some chance another company (Comcast? Google?) will find ADT’s current market cap of $5.5 billion a bite-sized way to obtain a leading position in home security at a time when more and more devices are linked – the “internet of things”. Somebody needs to put current management out of its misery.

 

Paul Krugman on The Size of Finance

I don’t always agree with Paul Krugman, but in this op-ed from a couple of days ago he makes some good points about the size of the financial services industry. He’s prompted to do so by Michael Lewis’s new book Flash Boys (although Paul Krugman probably needs little encouragement to whack Wall Street). But the dead straight tunnel from Chicago to New York, built that way to save milliseconds off the time it takes to transmit a market order between the two cities, may be the catalyst that draws a needed review of all this computerized trading activity. The fact that the tunnel was apparently a good investment highlights that the market is not as focused on serving end-users as it should be.

As Krugman points out, drawing on work by Thomas Philippon (whose research I found helpful in writing Bonds Are Not Forever) the financial services industry has grown much faster than GDP since 1980 and the abovementioned tunnel inspires one to question whether more is always better for this sector. Channeling savings to productive forms of capital formation is society’s legitimate objective; the less this is done, the greater should be the subsequent public policy examination of financial services.

The Truth Behind Discount Brokerage

Since I read Flash Boys, those ads for discount brokerage now appear differently to me. I used to think that when, say, TD Ameritrade offers commissions of $9.99 a trade it’s because their platform is so efficient, so geared to enjoy economies of scale, that this low rate was sufficient to generate revenue in excess of its costs. But after reading Michael Lewis’s latest book it’s now dawned on me that an important element in the business model of these firms is to sell their order flow on High Frequency Trading (FHT) outfits or “dark pools”. The payment for order flow concept is a market-based recognition that many investors represent a reliable source of profit for the counterparties to their trades over and above the commissions they pay. So the $9.99 commission doesn’t represent the full return to (in this case) TD Ameritrade from their participation in your business.

It’s all naturally legal and therefore held to be beyond reproach. And perhaps the clients on such terms are naive for assuming that their visible cost of execution (i.e. the commission) was the only cost. But wouldn’t most people like to know if their orders were in effect the subject of a bidding war among the HFT crowd? Wouldn’t you think that the broker is getting you best execution not in the literal sense as defined in the regulations, but actually setting about to do that? If a discount broker can sell your orders on to a profit-seeking algorithm, they may still be providing you with a service but are not obviously working in your best interests.

It just seems as if there’s been a colossal error of judgment. The client might well be staggered to comprehend the economics of the online broker. The HFT apologists are no doubt equally shocked that anybody else is shocked. Hasn’t all this been disclosed? Well, technically I guess it has, but you can’t blame the average retail investor for wondering who they can trust. The brokerage model is full of the potential for principal-agent conflict. Dark pools and HFT algorithms are the latest manifestation. At a minimum, this is a PR disaster. The burden of proof is on those who equate volume with liquidity, who find nothing offensive in computer software being implemented to front-run orders. When it’s worth $300 million to build a perfectly straight fiber-optic line from Chicago to NY so as to transmit orders in a fraction of the time it takes us to blink, the casual observer may be forgiven for assessing that something is very wrong.

High Tech Front Running

In his new book Flash Boys, Michael Lewis describes how Brad Katsuyama at Royal Bank of Canada deduced what the high frequency traders were doing. Brad had been frustrated that whenever he went to trade stocks on a posted price, he’d routinely get a much smaller amount of shares than advertised. 10,000 shares of stock may be offered on several different exchanges and yet he would wind up with a fraction of that.

It turned out that his order was reaching different exchanges at different points in time. Mere milliseconds separated the time at which his orders arrived at each exchange, and yet this was sufficient to allow the HFT traders to see his order when it arrived at the first exchange (BATS), and then swiftly move to buy in front of him at the other exchanges where his order arrived less than a blink of an eye later.

Brad figured this out by inserting software that slowed down his order from reaching the closest exchange, thus ensuring they all arrived simultaneously. When transmitted in this way he was generally successful in trading the amount of shares advertised.

So nice move by the HFT crowd. Very clever, you’ve made your money. It ought to be illegal but of course technology has outpaced the regulatory framework that forbids front running. It’s obviously wrong. This is why the claim by HFT proponents that they merely provide liquidity is so disingenuous.

 

 

Flash Boys

I eagerly read anything that Michael Lewis writes. He must be one of the most erudite and entertaining writers of our time. From Liar’s Poker on he’s produced books and essays that are highly entertaining as well as informative. I even enjoyed Moneyball, even though as a Brit I know very little about baseball. It was that good.

So now that he’s turned his focus on High Frequency Trading (HFT), let’s hope it causes a reaction. I’ve always felt that there was little social utility and possibly worse in trading systems that need physical proximity to the exchanges in order to reduce the latency in their order transmission. It’s always looked like high tech front-running, although the data to show this conclusively has been frustratingly absent.

On 60 Minutes last night Michael Lewis discussed his new book – out today so I have not had an opportunity to read it yet. But his description of HFT firms viewing orders and then buying/selling in front of them was compelling. I hope it draws greater regulatory scrutiny. For our part, we almost always enter limit orders rather than market orders. Although this doesn’t make us immune to the transaction tax that HFT likely represents, it’s harder to exploit a participant who has a price at which they’ll trade and doesn’t improve it in response to changing market prices. We’re willing to buy at $50.25, and if we get hit fine but we’re not going to chase it to $50.30. A market order to buy that begins at $50.25 can provoke HFT firms to bid $50.26 or $50.27 in less than the blink of an eye, causing the market order to pay a few pennies more than otherwise needed, perhaps buying from the HFT firm at $50.30. A limit order is less vulnerable but by no means totally immune.

We think that provides us some protection, but we’d all like to know that it really is a level playing field. It also highlights the morally bankrupt activities in some areas of Finance. If what Lewis describes is really accurate, what is the point of such activity? I’m sure we’re all better off for his shining a light in this area.

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