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Healing the Breach: An Essay on Sound Practices for Fund Managers

…“the “money-management business” (with its plethora of mutual funds, investment counseling firms, and hedge funds) has so many practitioners who’ve grown up in an era where it’s all been about marketing and not risk management,…” “If 2004 goes bad, it will go really bad “ Bill Fleckenstein Contrarian Chronicle

This candid remark is an astonishing observation. The assertion that money management is more about marketing then risk management is a bit disconcerting. The most recent Security Exchange Commission’s (SEC) announcement concerning its investigations of brokerage firms for receiving commission payment premium’s by asset management firms for directing investors into purchases of preferred mutual funds is the latest example of how this statement is a tragic reality for investment product consumers.

We live in the era of radical capitalism. It is characterized by fierce political pronouncements of the sanctity of laissez-faire principles and the ultra aggressive pursuit of free markets, resulting in the increased rationalization of the market mechanism into our culture and daily lives. For many readers this statement is not surprising or profound. Marketing is king, and if you have any doubts about it, try locating a music station in New York City that is not wed to a Top 40 play list or Talk Radio format.

However, as this Milton Friedman vision of utopia continues its inexorable march of rationalization, a strange alchemy is taking place. As businesses damn the torpedoes to pursue markets, ethical business practices and sound corporate governance principles are being sacrificed at the alter of EBITDA, ROE, P/E’s and the Holy of Holies those sacred stock options. The ironic twist to all this is that these aggressive business practices defended on the grounds that they enhance shareholders value are actually seriously eroding the values of brands, profit margins and market capitalizations. Ask a shareholder of Enron, Parmalat or WorldCom about the clever corporate stewardship of these company’s former management teams and you’ll get a resounding thumbs down.

But there is something deeper going on here. When investors entrust their money to an investment manager, they may be attracted to the sizzle (remember past performance is not indicative of anything) but what they want is still the steak. Investors want an investment manager that can understand their investment goals and risk tolerance and provide them with an investment vehicle that can balance that risk tolerance with the capability of realizing an expected return. The act of giving a manager discretionary power over an individuals retirement fund, a union’s pension portfolio, a family office or child’s educational financing vehicle is a tremendous act of faith that requires an extraordinary degree of confidence in the manager’s ability to provide an acceptable return, but to also be a trusted fiduciary that has the requisite operational support and controls in place that will safeguard and honestly seek to grow and protect an investors capital.

Mr. Fleckenstein’s assertion that risk management has taken a back seat to marketing and product placement is unfortunately an accurate assertion. The financial services industry is unique in the sense that it is the loam of all capitalist constructs. Yet as a business, financial services companies are no different from any other economic enterprise. All companies create products and differentiate themselves through the value proposition incorporated into their product. Intrinsic to the product creation process is a determination of the type of materials that will form its composition. A conscious decision is made as to how the product will be positioned and marketed, its performance metrics determined, customer service resources required to support the product as consumers use it and how it will be distributed. Once those variables have been determined, a profit margin is added and a value proposition to potential customers is conveyed. The value proposition that is communicated to consumers comes to be known and identified as the product brand. An investment product is designed to essentially address current and future financing requirements and the risk profile of the consumer are central to the design and purpose of the product. That is why this bifurcation is so dangerous. It undermines the inherent purpose of the investment product and should more truthfully be marketed as a product that enriches the commission merchant that may over a specified period of time garner a return for the investor. Think about all the Enron employees who had their 401k’s invested entirely in Enron stock.

This is probably the most significant point and primal differentiator of companies that manufacture financial products with that of companies that manufacture consumer durables. Financial products facilitate the flow of capital through the markets. It feeds the invisible hand that guides and directs all economic activity. If the flow of financial products is impeded, or abates due to consumers lack of confidence, a consumer driven economy like that of the United States will suffer greatly. Foreign governments and institutions buy US Government bills, bonds and notes because of the well-earned confidence they have in Uncle Sam’s stable currency and it’s ability to pay it’s debt and provide a fair return to all note holders. However if that confidence goes away, Uncle Sam will have to curtail its deficit spending, raise taxes on its people and enter into other messy measures to remain economically viable. Confidence is a lovely thing both for nations and companies and once that confidence is lost it is a difficult, if not an impossible thing to regain. Confidence is the basis of risk management. Credit risk and rates of return, the key variables of risk management, all start with the certainty of confidence.

Yes, from an investment performance point of view 2003 was a terrific year. All major equity indices were up. Thanks in large part to a federal tax rebate program the US economy grew by 8% during the 3rd quarter, prompting Mr. Greenspan to proclaim with a certain degree of confidence that the recession had ended. Yet from corporate governance, business confidence point of view, 2003 business news makes the turn of the century robber barons look like acolytes of Mother Teresa. To restore confidence investment managers need to develop a Sound Practice program that will repair the breech and bridge the bifurcation of marketing and risk management within the investment management enterprise. Lets turn our focus on how and why this bifurcation must be bridged.

Sound Practices Builds Confidence

The explosive growth of the global hedge fund industry and the important role it plays in providing market liquidity and as an alternative asset class for high net worth investors and institutions is increasingly placing the industry in the global spotlight and many regulators, interest groups and institutional consumers are demanding greater transparency and advocating increased oversight and government regulation.

The Long Term Capital Management debacle, George Soros’s unilateral assault on and profitable dismantling of the Pre-Euro Exchange Rate Mechanism, numerous hedge fund blow-ups through poor management controls or outright fraud, and the most recent disclosure of the widespread collusion of hedge fund arbitrageurs and mutual fund managers to conduct market timing trading, is seriously eroding investor confidence in financial institutions. This is creating a political climate favorable to enhanced regulation and oversight of financial institutions. The recent investigative actions of New York State Attorney General Elliot Spitzer, and the appointment of William H. Donaldson to head the SEC are clearly political responses to the crisis in corporate governance and regulatory malfeasance.

At last count, there are approximately 20,000 companies engaged in investment management within the United States. Some investment companies are regulated by the SEC, some by the Commodities Futures Trading Commission (CFTC), some by the National Association of Securities Dealers (NASD), some conform to best practices required by custodial counter-parties, and some are guided solely by the good conscience of the fund manager.

In this rapidly expanding market, managers are seeking to differentiate themselves and attract investors assets through slick marketing campaigns, presentations, road shows, and shameless boasts about a mangers progeny, experience and past performance. Attestations of operational readiness and management’s commitment to ethical corporate governance is usually covered with a statement that lists the prime broker, the accounting firm for auditing and the administrator for transfer agency and shareholder communications. The manager believes that by listing the service providers (corporate brands) they convey a message to the investor that they are operationally sound and have the operational controls in place to satisfy all contingencies. Unfortunately, these service providers are retained for a very specific purpose and taken in aggregate do not amount to the implementation of a unified sound risk management program. Indeed, Arthur Anderson was a leading provider of services to the alternative investment management market and reliance on this brand to infer regulatory compliance or adherence to sound operational practices was clearly a miscalculation.

In the day-to-day operation of the business the tension between regulatory compliance and entrepreneurial zeal is usually resolved in favor of doing the transaction. When we asked an executing broker working a large sale transaction for a first time hedge fund customer if the hedge fund identity had been properly documented and verified in conformance with the rules of the USA PATRIOT Act he stated, “They’ll never answer these questions and if we ask they’ll simply go to another broker to work the order. We’ll take the hit to do the deal.” Yes this broker made a calculated decision based on the potential that the hedge fund was not entering into this transaction to launder money through the capital market system or was a front for terrorist financing. He was probably right, and earned his firm a nice commission for working the 100,000-share block at $.05 per share. But what if he was wrong? Was the premium commission rate a fair return for a ruined reputation, a million dollar fine, the revocation of your industry license, a lifelong ban from the industry, or even a prison sentence?

What are Sound Practices?

Sound Practices are a set of standards and operational controls that mitigate numerous risk factors in the investment management enterprise. Sound Practices address the investment process, its decision and operational support functions, capital introduction, compliance requirements, business continuity, fund strategies and investor communications within a set of defined expense ratios.

What’s the difference between Sound Practices and Regulatory Compliance?

If we accept the definition that compliance is a set of externally imposed rules required to insure that counter-parties of a transaction and the rules governing the transaction meet acceptable minimum standards to facilitate an ethical and efficient exchange of value; I think we come pretty close to the meaning and nature of compliance and the purpose of the functions required to support it.

In the United States, depending upon the type of products a financial services firm offers, there may be or may not be a governmental agency or Special Regulatory Organization (SRO) that is charged with compliance oversight and enforcement of its business practices. The Office of the Comptroller of the Currency (OCC) is charged with the responsibility to oversee compliance with regulatory statutes for savings and loans, thrifts and banks. For broker/dealers the NASD is the SRO oversight body. For mutual fund companies and publicly listed companies, the SEC is the regulator. Future Commission Merchants are regulated by the CFTC; and hedge funds, -sometimes referred to as an Unregistered Investment Company (UIC)- at present escape any formalized regulatory oversight body.

Each regulatory body has its own set of compliance rules, guidelines and enforcement mandates. One can imagine the overlap and confusion that occurs when a bank owns a broker dealer, which owns an asset management firm, that offers mutual funds and off shore hedge fund products to institutional, retail and high net worth investors. The maze of regulators and the differing and sometimes contradictory regulatory requirements creates a reactionary and possibly antagonistic response to regulatory examinations and demands. At the very least, compliance is a significant cost of doing business and adds little to the intrinsic value of the product offered by the institution. The added expense of compliance deals with the structural aspects of the market, not the intrinsic value of the product. This is a dangerous bifurcation in its own right. A financial product, (specie for the capital markets) requires a denigration of value to assure a controlled velocity through a regulated market structure.

For companies that view regulatory compliance as a necessary evil that tempers entrepreneurial pursuits and whose function is an added cost of doing business; these organizations will develop a best practice culture that is inherently restrictive. This type of corporate response to regulatory or best practices initiatives will always be overwhelmingly reactive and places the enterprise at great operational and regulatory risk.

Sound Practices are different. Sound practices are a set of internally (organically) developed operating principles that inform the values of ethical corporate governance, is enforced by internal management and seeks to become invisible as it ingrains itself into the operational and business culture of the firm. Sound practices must be viewed as fundamental to a firm’s value proposition, organically grown and endemic to the corporate culture and proactively conveyed to the market as a premium brand.

The internal development or organic growth of best practices as a central desire and objective of the corporate enterprise is revealed as central to product brand and the value proposition offered in the market. This positions the firm and its products as a premium brand. The business benefits of a sound practice program are enhanced margins, product performance and the attraction of quality clients and vendor relationships. More importantly it differentiates the firm in a crowded market because its quality brand is perceived by the market as endemic to the firm’s corporate culture and as such is inherently superior to something that is externally imposed by some governmental or regulatory body. On a macro-economic level the socialist or state capitalist experiments in highly regulated planned economies are the logical extreme and true antithesis of a sound practice culture.

Within the hedge fund industry in the United States the concept of Sound Practices first surfaced in an industry study entitled Sound Practices for Hedge Funds. The study was an industry response to the Clinton Administration’s request to examine the lessons learned from the Long Term Capital Management implosion and recommend basic guidelines to avoid similar disastrous occurrences in the future. The paper was a breakthrough on a number of fronts, placing the science of risk management and the utilization of risk measurement tools at the center of the investment management enterprise. Though the study was a political response to a catastrophic market event, the real purpose of the study was to temper the drive to regulate the hedge fund industry. In essence, the authors of the study asserted that regulatory oversight is not needed if hedge funds implement and maintain a sound practices program. Sound practices will allow investment companies to remain unregulated and will assure that the industry is fully capable of self-policing through the creation of practice standards. Indeed, any regulation or governmental oversight will further drive the industry offshore to more discreet and tax friendly domiciles and could potentially drain capital and liquidity from the US capital markets.

Operational Risk Mitigation

As previously stated, developing and adhering to a set of best practices principals and guidelines will add intrinsic value to product and corporate brand. The purveyors of Business Performance Management (BPM) solutions routinely boast the claim that publicly listed companies that practice BPM have P/E ratios that trade at a 15% premium to industry peers who have not implemented a BPM strategy. The question whether BPM is a silver bullet to enhance market value or whether BPM practitioners are leading companies dedicated to implementing programs and mechanisms to build shareholder value are irrelevant. What is important is that BPM practitioners are implementing processes and tools to understand and isolate operational risk to create product delivery and decision support mechanisms that build intrinsic product and corporate brand value. Thus at its heart, BPM practitioners seek to heal the bifurcation of marketing and operational risk management and firmly establish and display the synthesis as central to the value proposition a company delivers to its clients.

Operational risk factors in the investment management complex are numerous. They include valuation practices, system infrastructure, business continuity contingencies, vendor and service provider dependencies, risk management tools, risk management function segregation and asset gathering or capital introduction and investment acceptance principles. All of these risk factors are significant and each one on its own could threaten the ongoing viability of the enterprise. Each risk factor must be addressed in detail with a comprehensive programmatic approach to develop and implement processes and controls to enhance best practices to support the function and mitigate the risk factor associated with the business process. The Basel Capital Accord (Basel ll) proposes the introduction of a capital charge related to the operational risks of financial institutions. Basel II defines operational risk as “the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events.”

As an example, poor record keeping or an honest miscalculation on a corporate action treatment or security valuation can be forgiven. After all, the restatement of earnings -even during the Sarbanes Oxley Era- in corporate America is common. Laundering money for criminal enterprises, or heaven forbid, financing terrorism goes way past lax controls. In the eyes of the law it is criminal, in the eye’s of regulatory authorities it’s a serious offence, and a heavy fine and asset forfeiture is possible. If this occurs, in the mind of the consumer the fund manager is guilty of two counts of treason. The first count of treason the fund manger is guilty of is against his country. The second count the fund manager is guilty of is the betrayal of a sacred fiduciary duty. A hedge fund manager would probably never recover from this type of avoidable catastrophic risk event.

Fund managers need not look at compliance with the USA Patriot Act as another cumbersome compliance requirement that will be expensive to address. The belief that compliance will antagonize or annoy potential clients and may in fact drive them to a competitor whose controls are not as stringent and whose compliance laxity facilitates transactions by making it easier for investors to place assets with the competitor may hold some truth. But shouldn’t a fund manager avoid those types of clients anyway?

Compliance with The USA Patriot Act requires that investment companies conduct due diligence and maintain and administer a Customer Identification Program (CIP). Investment companies should view compliance with the Act as an opportunity to develop a Know Your Customer (KYC) capability that enhances and enriches the client relationship with the firm. When fund managers make KYC the cornerstone of their product development initiatives marketing will then truly serve the risk management requirements of clients.

The process of conducting the KYC due diligence exercise results in a more in-depth understanding of the customer. As managers are verifying customer identification information they will routinely uncover residential, employment and family histories that give them a better perspective on the client’s needs, their appetite for risk, other fiduciary relationships the client has and the source of the clients wealth. The regulatory objective of the KYC process is to verify the clients identity and to make sure they are not a money launderer or terrorist. The sound practice objective of the KYC process is to cover the regulatory requirements and more importantly to gain insights and understandings into their personal and business motivations. Armed with this understanding the manager can design or offer an investment product that will address the client’s risk management requirement. Client’s will appreciate the fact that managers are conducting this due diligence to insure that their funds will not be commingled with money launderers or terrorists, and that the firm is taking appropriate steps to insure that they transact business with reputable clients whose ethical and moral standards are similar to their own high standards.

As clients experience the KYC discovery process, they will begin to understand that the firm is committed to delivering a qualitatively superior value proposition. The client experience will help them to understand that the marketing focus of the firm is to acquire trusted customers and the depth and quality of client relationships are established to understand client needs and requirements. The client will also gain the assurance that regulatory risk and the potential for large fines and asset forfeitures are minimized due to the care the firm has exercised in determining that its clients are the right type of clientele and that the firm’s management has created operational controls and processes to prevent the risk of money laundering within the investment management enterprise.

Furthermore, subscription and redemption releases are facilitated due to proper controls in place with administrators and custodial institutions. This places enhanced liquidity at a fund manager’s disposal allowing the manager to practice effective cash management techniques that position the manager to take advantage of investment opportunities that may arise. This raises the possibility of developing a more effective collateral management capability that will tighten spreads on haircuts and dramatically reduce financing expenses. The credit rating of the firm would improve allowing lenders to further reduce financing rates to capture the funds business in a competitive credit and financing market. The reduction in the cost of capital can dramatically affect investment performance and the marketers can truly boast of a source of alpha that is directly attributable to operational sound practice processes.

Having proper procedures and business processes in place with administrators and custodian institutions will also facilitate the transfer of shareholder data to accountants for tax and audit purposes. This will expedite the delivery of tax and performance information to shareholders, generating savings in preparation fees and lessening the possibility of costly restatements. This will reduce and maintain fund expense ratios to absolute minimums. Marketers can clearly demonstrate that the fund managers are good stewards and are as concerned with minimization of business expenses as well as investment performance and high watermarks.

Increased transparency and the opportunity to dramatically enhance shareholder communications and reporting will be a strong attraction to many investors. Indeed, many institutional investors demand a level of transparency, communication protocols, and reporting tools that would have been unthinkable only a short while ago. As sophisticated institutional participation grows within the industry, the implementation of a sound practice program will be the only way hedge fund products can incorporate the necessary value proposition that addresses their risk management profiles and requirements. Sound practices and the compliance function become significant differentiators and powerful marketing tools. At last, the bifurcation is healed.

James Wolfensohn, President of the World Bank has been quoted as saying, “Corporate governance is about promoting corporate fairness, transparency and accountability.” Sound Practices is a necessary prerequisite for effective and ethical corporate governance. Fund managers must accept it’s precepts and sell side institutions and other industry participants and service providers must demand compliance, disclosure, ethical trading principals, honest research, operational integrity and a full commitment to its implementation and adherence. Effective corporate governance practices will restore the faith of the investing public in the global financial services industry and maintain the rationality of the world’s capital markets. It will also please investors to see realized enhanced returns on investment portfolios and help fund managers to fully participate and enjoy the benefits of a thriving hedge fund practice.

Originally written January 5, 2004, the article is significant because it raises concerns about financial services product marketing practices that still need to be addressed six and half years later.

You Tube Music Video: Mike Oldfield, Tubular Bells

Risk: regulatory, consumer confidence, sound practices

June 7, 2010 Posted by | AML, banking, Basel II, credit crisis, hedge funds, investments, marketing, operations, private equity, product, product liability, regulatory, reputational risk, risk management, sound practices | , , , , , , , , , , , , , , , , , , , , | 1 Comment

Intellectual Capital Deflation

balloonBearingPoints Chapter 11 filing represents a watershed type event.

The filing by the global consulting firm BearingPoint puts it on life support or at the very least in an intensive care unit. BearingPoint the bulge bracket consulting firm that was spun off from KPMG due to regulatory mandates concerning the separation of accounting and advisory businesses is in serious trouble. It has been struggling under a mountain of debt and the bankruptcy filing will give the firm protection from creditors while it seeks to reorganize its business.

BearingPoint’s filing is an interesting metaphor about the deflation of intellectual capital.  Ideas, creativity, knowledge, productivity and innovation are some of the words that that we closely associate with intellectual capital.  Once we may have even thought this form of capital to be immune from the vicissitudes of the banality of markets.  I surmise that the recent business cycle exposes that idea as based more in our narcissistic prejudices then the cold objective realities of efficient markets.  As we witnessed radical capitalism’s continued drive of extreme rationalization through monetization we discovered the price of anything but seriously lost sight of the value of everything.

During the 1990’s I remember always being impressed and astonished by the reports of the rising productivity of the American workforce.  Year in year out the rising productivity was the proud boast and confirmation of American managerial brilliance.  But today that claim looks spurious at best.  Rethinking this proclamation may reveal this was accomplished not by brilliant management innovation but by outsourcing operational functions to subsistence based economies; and some artful balance sheet wizardry that aligned business performance ratios to maximize shareholder returns; particularly senior managers whose stock options were critical design considerations as to how those ratios were engineered.  Indeed if productivity is a proxy for innovation, the productivity of  American capitalism was outpacing the most aggressive predictions of Moore’s Law.  True technology contributed to massive gains in productivity but in many ways was an economic rent seeking agent that enabled a flawed economy to sustain itself through over leveraged economic and misdirected intellectual capital.

Today we are confronted with the evaporation of massive social wealth that the IMF estimates to be almost $4.1 trillion in the financial service sector.  I suspect a good portion of this value was carried on the balance sheet as good will.  And anyone that has been living close the plant earth the past couple of years can attest to how the good will of corporations has been severely discounted.  Perhaps this wealth never really existed and as the saying goes “you can’t lose what you never had”.  We can take comfort in that and perhaps we can look on the bemused folly of central governments eagerly trying to stimulate economic growth to levels of our recent unsustainable past.  I must admit that my sympathies and conviction stand with the Keynesian but I am beginning to wonder if they are chasing the long tails of ghostly economic shadows cast by AIG’s worthless CDS franchise.  Once considered a revolutionary innovation cooked up by the finest minds of the capital markets financial engineers are now perplexing conundrums wrapped in a riddle and remain valuation Level Three FAS 157 mysteries.

To be sure intellectual capital deflation is a huge subject.  I must also admit that this blogger lacks the time, skill and brain power to elucidate and articulate the numerous nuances and depth this assertion deserves and requires.  I guess we could sum it up in a sound bite like the “dumbing down of America” but I believe that merely addresses the race to the bottom marketers skillfully cultivated to gobble up a greater portion of that ever fickle and fluid market share pie.  In a way the deflation we speak of turns this dumbing down on its head and now claims the purveyors of fine ideas and clever tactics devised by the corporate marketing geniuses who were able to enrich themselves by conceiving the brilliant plans to convince us to buy so they can sell as much useless junk to as many people as possible.

The monetization of intellectual capital by incorporated consultants are increasingly becoming inefficient.  New technologies that are enablers of strategic thinking has large consultancies disappearing into the computing cloud.  Large bull pens of gray matter are inefficient as innovation in small firms are more efficient purveyors of thinking large to solve small problems or thinking small to solve larger problems. The large corporate dinosaurs that protected bloated bureaucracies enmeshed in group think stasis increasing showed an inability to be agents of innovation.  They boldly proclaimed best practices to justify and position themselves in the executive office but now that the large corporations have been decapitalized their value creation mantras dissipated as markets capitalization fell.

In appears that the bulge bracket firms viability were dependent on knowledge transfer initiatives to underdeveloped economies to support outsourcing; and rent seeking business models dependent on regulatory mandates of Sarbanes Oxley, GBLA, COBIT, EURO conversions, Basel II, Y2K, PATRIOT ACT, HIPAA, FISMA etc etc. Their business models profited from significant business drivers of the past two decades the reallocation of capital to emerging markets and the guarantee of market protection due to governmental regulatory mandates.  In both instances value creation from the deployment of intellectual capital proved to be unsustainable.

Consider the financial services industry and hedge funds.  Hedge funds claim to offer uncorrelated investment products but most of the hedge funds performance fell in lock step with the market index averages.  Investors pay premiums to participate in absolute return strategies offered by hedge funds.  Fund managers make the claim of absolute returns based on their superior insights that their intellectual capital confers on their investment strategies.  Last year that claim was demolished to devastating effect.

Newspaper publishers are also experiencing a decline in the portfolio value of their intellectual capital.  But many believe that it is more of  a question of their antiquated business model and once they figure out how to Googlize their business model to sufficiently monetize its intellectual capital shareholders will once again be rewarded with an appreciation in its investment and the true value of their intellectual capital will be realized.

The markets are dramatically changing. Today the question is not so much about ideas and strategy its a question of execution. Just as in the recent past it was about raising capital and acquiring assets now its about making informed capital allocation decisions and liquidity. Its true you need the target to shoot at but you also need munitions, a good scope with adjusted cross hairs and a gun. The value proposition of consultants is quickly becoming marginalized.

Its a poor business model. It scales poorly, its racked with inefficiencies, its built on protected markets and knowledge segregation. Now that those barriers are falling and more and more MBAs are out of work the value of this form of intellectual capital continues to fall.

Consultants all to often are beholden to their process biases. They find it difficult to get out of the box and routinely ask their engagements to climb into the box with them. That said it is an absolute necessity that business redefines its business model to address current market realities. It needs to do so with dispassionate dispatch and it needs to create a unique value proposition that differentiates the brand and adds identifiable alpha in an expanded value delivery chain.

Its a big challenge that many professional services firms need to confront. Our firm went through that transition 6 years ago. We went from a strategic sound practices consulting firm to a product creation and marketing firm dedicated to the commercial application of sound practices. For Sum2 creating value was a very different value proposition then delivering value. The need to build equity in our business was our principal concern. Building and marketing tangible product value is how you create a sustainable business model.

Corporations are becoming disenthralled of their self perceived cleverness. Many believe that major investments in applied intelligence create a culture of insularity that hedges all risks and builds enterprise value. In the past it allowed executives to hide behind a wall of opaqueness. They bought the best and brightest minds from our esteemed business schools convinced that this treasure of intellectual capital would protect them. They believed the digital blips of risk models to be sparkling Rosetta Stones containing the secrets that unlock the mysteries of effective risk management, value creation and business sustainability. The codified results of these algorithmic exercises are revered as holy Dead Sea Scrolls that offers the protection of an supernatural mojo. This is the thinking of a bankrupt brain trust.

You Tube Video: Nena, 99 Luft Ballons

Risk: Group Think, sustainable business model, value creation

April 24, 2009 Posted by | banking, bankruptsy, Basel II, business continuity, economics, FASB, investments, media, risk management, Sum2 | , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , | 1 Comment

Good Bank Bad Bank Could Get Ugly

Bank Panic

Bank Panic

President Obama’s announcement that he intends to limit compensation for CEO’s of banks that accept TARP funds is only the tip of the iceberg. This one gives real meaning to the concept of Good Bank/Bad Bank and it could get ugly. As the government led economic recovery plan is implemented the banking system will still require massive capital infusions to maintain solvency. This will usher in far reaching structural and systemic changes in the banking system and capital market industries. Executive compensation is but a minor issue.

These structural changes risk creating a bifurcated banking system. The Bad Bank, so designated because it was placed into a timeout with a capital infusion by a benevolent state agency will be forced to change the banks demeanor and the manner in which it conducts business. These Bad Banks will become wards of a state intent on controlling behaviors by minimizing the risk posture these types of institutions can assume. Good Banks, so named because they remain above the need to accept the federal largess of TARP funds, will be free to conduct business without the additional cumbersome oversight of regulatory agencies.

What will the topology of a bifurcated banking system look like? A model that one may consider could be found in the People’s Republic of China where state controlled banking enterprises conduct business alongside emerging private sector banks that are mostly agencies of large global investment banks. In the US the history may be reversed; but the full or partial nationalization of weak banks will create a new institutional hybrid that will need to function under different ground rules then those imposed on fully privatized domestic banks.

The Bad Banks will become quasi-state run enterprises. Their business model and charter will be highly risk adverse forcing them to focus on mortgage related and low margin retail transactional type business. These banks will be required to maintain expensive brick and mortar branch networks to make sure that all sectors of society have access to the financial system. This might actually provide a growth opportunity for these types of banks because the “unbanked sector” of the economy remains large. A large and vibrant money services business (MSB) industry has flourished and thrived to serve the unbanked sector. The unbanked sector purchases banking services and it represents a significant expense burden on the underclasses and working poor who don’t have checking or savings accounts. Bringing this sector into the state banking system would also help to combat money laundering and the loss of tax revenues of cash based businesses. The sale of money orders, money transfer services and the sale of savings bonds and other fungible certificates will become a source of revenue dedicated to paying down the TARP debt.

The Bad Banks will not just become glorified MSBs. Bad Banks will need to focus on the stressed mortgage and credit card debt markets. These customer facing retail lines of business will offer a full line of workout resources to stave off the rate of home foreclosures and credit card delinquencies.

The Bad Banks will be capitalized with the Level III toxic assets that Hank Paulson so shrewdly purchased from the large investment banking institutions. The Treasury Department can dispense with FASB valuation rules and use these assets to value the collateral to maintain sufficient levels of capitalization in line with Basel II recommendations. Smoke and mirrors perhaps; but backed by the full faith and credit worthiness of the US government who can argue?

Equity shareholders in the Bad Banks can expect to see their shares underperform the market and its Good Bank peers. A balance sheet loaded with questionable asset quality, high debt to equity ratios, low margin businesses and high overhead due to excessive fixed costs all conspire against the Bad Banks shareholders potential of realizing a handsome return on their investment.

The Good Banks, liberated from the tyranny of balance sheets polluted with toxic assets and freed from the need of additional rounds of TARP funding will be energized with new entrepreneurial zeal. They will be free to ply their trade as evangelists of free market laissez faire capitalism. The Good Banks will be unencumbered by any new regulations federal agencies impose on the TARP dependent Bad Banks.

Unfettered from bureaucratic control, the Good Banks will be able to fulfill their mission of maximizing value for their shareholders. The risk profile of the Good Banks will be considerably different from that of the Bad Banks. The focus of their business will be on marketing higher margin and more risky financial products. They will offer investment banking and other transactional services and will command fees on scales radically different from the Bad Banks collecting two bits for each money order sold. The Good Banks will offer a full array of investment products and transactional services. Hedge funds, brokerage transactions and a full range wealth management services will be part of the product portfolios of Good Banks.

The Good Banks blessed with healthy balance sheets and strong cash flows from steady product sales into high net worth market segments will embark on aggressive acquisition programs of financial service providers. Healthy regional and community banks will be purchased on the cheap with the blessing of the acquired company’s shareholders who want to be freed from the tyranny of state control and TARP dependency. Good Banks will be the preferred bank for a vibrant and growing small business market and will command healthy fee income and sit on generous account balances this type of business provides. If a small business or retail customer account underperforms or becomes delinquent the account will be banished to the workout professionals eagerly waiting in the Bad Bank.

The Good Banks will be more like a giant private equity firm holding a vast portfolio of public financial companies and services providers. Good Banks will be nimble and voracious practitioners of free market capitalism. The accouterments of affluence like generous stock options, corporate jets, exotic junkets, splashy corporate parties will be in full swing. Larry Kudlow should have nothing to worry about. Free market capitalism as the only sure road to wealth and freedom will remain open to anyone as long as they have the means to pay the modest toll.

You Tube Video: Ennio Morricone, The Good the Bad and the Ugly

Risk: systemic, banking, market

February 5, 2009 Posted by | banking, Basel II, credit crisis, FASB, government, hedge funds, private equity, recession, TARP | , , , , , , , , | Leave a comment

Credit Redi Blog

Credit Redi is a company sponsored blog of Sum2. The purpose of Credit Redi is to help small and mid-size enterprises (SMEs) protect and improve their ability to access credit and equity financing from banks , shareholders and other funding sources.

Sum2 is dedicated to the commercial application of sound practices. Our sound practices program and products address:

  • corporate governance
  • risk management
  • stakeholder communications
  • regulatory compliance

Sum2 believes that all enterprises enhance their equity value by implementing a sound practice program. Sound practices are principal value drivers for corporate and product brands. Practitioners are awarded with healthy profit margins, attraction of high end clientele, enterprise risk mitigation and premium equity valuation.

Sum2 looks forward to helping you address the pressing challenges of the current business cycle.

You Tube Video: Herb Alpert and the Tijuana Brass, Work Song

Risk: abundance

January 28, 2009 Posted by | banking, credit, risk management, SME, Sum2 | , , , , , , , , , , | Leave a comment

Do You Know Where Your TARP Money Is?

Obama wants Congress to authorize the release of the second $350 Bn in TARP money authorized under EESA. Apparently he has called his good buddy Bush and asked if he would be kind enough to pull the trigger and release the funds. Perhaps Obama is concerned about the ability of Citicorp to make good on its separation agreement for his key adviser Robert Rubin?

When Paulson envisioned the TARP, I guess they figured that if they just threw a TARP (Troubled Asset Relief Program) of money over the banking problem everybody would forget that our banking system is broken. I believe this a a kind of ostrich strategy. Just suggest to all American taxpayers that all they have to do is stick their heads in the sand and pretend that the TARP money is saving our crashing banking system. All should be oakie dokie.

During the holidays I welcomed a little respite from the real time news feeds of the capital market carnage that the credit crisis has wrought. The daily bulletins that our investment portfolios and 401K’s are worthless and that our home equity nest egg is gone with the wind seemed to have abated. But now that the holidays are over the sad news concerning our nations economic health is starting to trickle in again. Today two little news items came across our desk arousing our curiosity about the $350 Bn Paulson, Kashkari and the rest of the crew at the Treasury Department has been throwing at US banks and bank wannabe’s.

The first item elevated my comfort level a couple of notches. The FDIC is requesting that banks receiving TARP program monies need to improve reporting on how the provision of credit products and lending is being enhanced through the participation in the program. WOW what a thought. The Treasury Department dolls out $350 Bn and as an after thought is now setting reporting requirements as to how the taxpayers capital is being used for lending to restore the economic vibrancy of the stalled economy.

If taxpayers and politicians remain unsure as to how the TARP monies are being put to good use by the banks one doesn’t have to look further then the news items concerning Morgan Stanley’s interest in purchasing Citibank’s investment banking arm. Citibank owner of the remaining vestiges of Salomon Brothers and Smith Barney have been under investor pressure for years to divest its brokerage divisions. The transformation of the banking industry as a result of the credit crisis will accomplish this feat. Citibank continues to require major capital infusions. So far, Citibank has received almost $45 Bn in TARP and federal assistance monies. It still requires substantial capital to remain solvent, Mr. Rubin’s separation package notwithstanding. Morgan Stanley flush with at least $10 Bn in TARP money will put it to good use by acquiring Citi’s brokerage unit on the cheap. This asset for cash swap exchange is a telling example as to how TARP funds are being deployed by its recipients.

I can’t believe that many American taxpayers are feeling too good about their money being used to enrich the shareholders of Morgan Stanley and to protect the threatened equity capital of our countries once largest banking institution. In a capitalist economy you need institutions that are allowed to fail. If capitalists are protected from the possibility of failure they can’t be rightfully called a capitalist. Given all that the capitalists have been through with the credit crisis, recession and bank failures; we cannot allow our financiers to experience an identity crisis as well. That would be cruel.

You Tube Video: Grateful Dead, US Blues

Risk: banks, market, credit

January 13, 2009 Posted by | banking, Bush, credit crisis, EESA, Obama, Paulson, TARP | , , , , , | Leave a comment

Level Three Sinks Lower at GS

Interesting piece at CFO magazine concerning fair value deterioration of Level Three Assets at Goldman Sachs during the month of August. Goldman Sachs reports that valuation of Level Three Assets dropped by 13%. It would be interesting to understand the impact of this collateral erosion had on GS’s largest counter-party AIG?

Was this the trigger that precursors the radical interventionist moves by the Treasury to purchase a controlling stake in AIG?

This insight will become most constructive as the Treasury begins its purchase program of toxic level three assets. Hammering Hank has hired Neel Kashkari one of his mentees from GS to head up the repurchase program. Mr. Kashkari is said to be a quantitative wiz kid and a real life rocket scientist to buy Level Three Assets from GS and other banks and create and manage a portfolio of toxic assets on behalf of the American taxpayers.

The CFO article can be viewed here.

You Tube Video: Goof Troop Level Three

Risk: collateral valuation, counter-party default,

October 8, 2008 Posted by | banking, credit crisis, EESA, FASB, soundtrack, TARP, Treasury | , , , , | Leave a comment

Existential Valuation

Charles Ponzi

Many pundits blame the banking crisis on people taking out mortgages they could not afford. I place it at the feet of the investment banks that funded the sub-prime mortgage products.

Michael Lewis’s book Liars Poker details how Salomon Brothers business exploded during the late 1980’s as the mortgage market began to grow. Salomon Brothers since acquired by Citigroup was an early innovator in the creation and sales of mortgage backed securities (MBS). Without MBS the necessary funding that fueled the exponential growth of mortgage finance, construction, home finance lending and equity lines of credit could not exist.

This innovation drastically altered the nature of the banking industry. Bank’s at one time loaned out money from their own capital. But this changed with the advent of MBS type products. Structured products allowed local banks to access funding from many sources and changed banks into credit channels that marketed credit products financed by third parties. Since it wasn’t their capital at risk, risk management and due diligence suffered.

The great innovation of MBS was that it added leverage to the credit markets. As investment banks and buy-side investors grew rich on the cash flows provided by MBS the investment banks began to invent new financing products. CMOs, CLO’s, ABS securitized cash flows and other exotic derivatives like CDS came onto the scene to provided investor protection in the event of a counter-party default. These products levered up the debt positions of corporations, consumers, investors and governments. It created an economy overly dependent on an unsustainable credit marketing industry. As is the case with all Ponzi schemes, as the low man on the totem pole began to default on the usurious rates charged for sub-prime loans the entire house of cards collapsed.

As leverage in the credit markets grew to fantastigorical levels these non-market traded products became more sophisticated and esoteric. These products were structured to address investment requirements of institutional investors. Since they were non-exchange traded securities sold directly to investors the ability to value these securities was exceedingly difficult. As the market developed further the Financial Accounting Standards Board (FASB) had to create rules and asset classifications of these securities so that they could be properly valued for reporting purposes. FASB solution was to classify these assets as Level Three.

See May 17 Risk Rap Post on FAS 157

Herein lies the rub for these Level Three assets. Maybe the dismal science can wave a magic wand and make these assets double in value, disappear or perhaps quarantine these securities in accounting purgatory waiting for better times and future Treasury Secretaries to offer absolution and full redemption for the past sins of our fallen Masters of the Universe.

But just because we say it ain’t so bad don’t make it so good. The Basel II global banking guidelines for capital adequacy insist on transparency on asset quality. The world central bankers have agreed on a formal regulatory methodology to determine asset valuation, solvency conditions, collateral management practices and acceptable ratios of economic and regulatory capital requirements necessary to protect against defaults in the credit markets. What a thought! The US banking industry should stop dragging its feet on its adoption and start implementing the recommended strict disciplines it advocates to protect the solvency of our banking system.

No more voodoo economics, asset valuation slight of hand or accounting convention tricks and balance sheet gymnastics. We need fiscal disciplines, transparency and accountability based on sound economic and generally accepted accounting principles. We need to develop an economic infrastructure that is based on the creation of value and equity not an economy based on creation of collateral and deepening debt.

Music: Cab Calloway and the Nicholas Brothers Jumpin Jive

Risk: bank solvency, pariah nationhood, FASB, Basel II

October 2, 2008 Posted by | banking, credit crisis, FASB, jazz | , , , , , , , , , , , , , , , , , , , | Leave a comment

Pennies from Heaven

Morgan Stanley and Goldman Sachs have changed their charters and are now bank holding companies. I believe this was necessary for Goldman and Morgan Stanley to have access to Federal bailout money in the newly proposed bank workout plan.

Paulson insists that we must move with great dispatch. I get nervous when these types of transactions occur with such velocity that I have a hard time understanding the value proposition. After all, if me and my countrymen are being asked to belly up to the bar and put $1Trillion into the game I want more of an understanding then believing Chris Dodd has seen the horror if we don’t act and it ain’t pretty.

Couple of questions:

Does this allow Goldman Sachs and Morgan Stanley to purchase commercial banks? Will Goldman and Morgan be opening up S&L’s and local community banks? If that is the case should we allow them to take over the management of the banking system considering their poor track records of managing investment banks? A disturbing characteristic of our managed economy is that the more colossal the failure the greater reward is bestowed.

Second question is a small technicality. Paulson’s suggestion to segregate good bank assets and bad bank assets centers around FAS:157 Level Three Assets. If the current holders of these assets cannot value them now, how will the Treasury acquire them from the failed banks and at what value will they carry them on their books? We should also assume that since the US Treasury will want to sell these assets how will it know its getting a good price or “fair value” when it liquidates its position?

Will Level Three assets be used as collateral for the new bank holding companies capitalization requirements? If these assets are not performing now, how can we assume these assets will perform in times of “real economic duress” to meet defaults in the future?

Level Three Assets are principally the CLO, MBS and Credit Default Swaps (CDS) that lie at the root of this crisis. If they functioned as they should, all credit risk should have been hedged out of the system and we should not be experiencing this economic crisis because of insurance CDS provided. Seems to me that the CDS were more snake oil then insurance. If they didn’t work when they were needed (see AIG) why would the US Treasury think there will be a market for them in the future?

Will the investment banks and financial engineers who enriched themselves on the creation and sales of CDS instruments be required to return the money they earned in commissions on the sale of this worthless junk?

Just asking.

Music: Billie Holiday with Lester Young: Pennies from Heaven

Risk: bank, managed economy, bank capitalization,

September 22, 2008 Posted by | banking, credit crisis, FASB, jazz, Paulson, TARP | , , , , , , , , , , | Leave a comment

Private Equity: Source of Strength

It was a big day for banking news yesterday.

Bank of International Settlements issued its 78th annual report.

A quick read is a most sobering exercise. The world economy is at a tipping point. The credit market frenzy has lead to a major hangover for the global economy.  Unsustainability is the word that was prominently used and economic recovery drivers remain suspiciously absent from the world stage.

Speaking of banks SRZ issued a memorandum on private equity firm’s increased interest in acquiring bank assets. There are a number of regulatory issues concerning expanded investment of private equity firms in regulated banks; but the sector needs major capital infusion and a major shakeout and rationalization of the sector is inevitable.

With the disappearance of credit availability the sector is cursed with excess capacity. There’s blood in the water and private equity firms are starting to circle the regional and community banks looking for deals.

We post a lot about banks and the capital markets because we believe it represents one of the greatest risks to the economic security of our clients.

The banking industry and its role in the capital markets is undergoing a sea change.

I Want Money, by the Flying Lizards.

Risk: credit, market, sustainable business models, Basel 2, BIS, private equity, bank capitalization

July 1, 2008 Posted by | banking, Basel II, hedge funds, pop, private equity, regulatory | , , , | Leave a comment

Hedge Funds Flight to Quality

Volatility in the equity markets, credit market dislocations and continued concerns about market liquidity are prompting hedge funds to seek out prime brokerage and custodial relationships with investment banks that boast healthy balance sheets.

JP Morgan’s acquisition of Bear Stearns has given hedge fund mangers pause to think about the financial health and balance sheet condition of their principal counterparties. The potential insolvency of first tier investment banks was once unimaginable. But the near bankruptcy of Bear Stearns due to losses in mortgage derivative and financing businesses, the persistent rumors concerning Lehman Brothers financial condition and the continued quest of Merrill Lynch, Citibank, UBS, AIG and Morgan Stanley to seek funding from Sovereign Wealth Funds to bolster capital adequacy is driving hedge funds to secure relationships with bank’s that have healthy balance sheets.

Risk aversion is a strong theme for all providers of credit. Hedge funds have a voracious appetite for credit. Many hedge funds require generous lines of credit to support highly leveraged and short selling trading strategies. If their prime broker becomes capital constrained these funds will not be able to execute their strategies. So the need to maintain relationships with healthy banks that provide consistent access to large lines of credit is critical.

The potential effect of market contagion in the event of Bear Stearns’ insolvency was the primary issue of concern that prompted the Federal Reserve to take its unprecedented action. Had Bear Stearns become insolvent the levered positions of its substantial hedge fund and correspondent broker clientele would create a wave of defaults that would cascade throughout the global capital market industry. Extreme market volatility and the negative effect on market liquidity in equity, futures, debt and foreign exchange markets could have been dramatic.

Hedge fund managers also require that banks have a product set, support infrastructure and market presence they require as trading strategies become more sophisticated to include numerous asset classes trading on multiple global exchanges. Cross-netting of product set positions and margin account requirements are important for hedge funds as well as the bank. Cross-netting of all positions helps fund mangers to gain preferential finance rates and transaction fees. Cross-netting for bank’s is a critical risk management tool to determine its aggregated exposure to the numerous investment positions of large sophisticated hedge fund complexes.

As the large money center banks struggle to integrate their global capital markets and investment banking businesses, capital adequacy in line with the requirements of the Basel II initiative heighten the need to measure and fund sufficient regulatory capital levels. The temptation of banks to arbitrage their regulatory and economic capital balances will certainly be put to the test as they seek to woo lucrative hedge fund business. The continually expanding global hedge fund industry may pose a competitive threat to the commercial credit side of these banking institutions as liquidity in the credit markets continue to be a pressing concern. It bears watching and it will be interesting to monitor developments to see if community banks can take advantage of its larger competitors capital constraints posed by its focus on capital markets business.

I can hear the frenzied flying now.

You Tube Video: Flight of the Bumblebee

Risk: capital markets, hedge funds, credit, commercial banking, regulatory, Basel II

June 5, 2008 Posted by | banking, Basel II, Bear Stearns, hedge funds, investments, regulatory | , , , , , , , , , , | Leave a comment