Tag Archives: Berkshire Hathaway

April 29, 2016 · 8:00 am

Warren Buffett’s 2015 letter to the shareholders of Berkshire Hathaway and 2016 annual shareholder meeting

Every last Saturday of February, a must read for the weekend comes out: Warren Buffett’s letter to the Shareholders of Berkshire Hathaway [PDF, 2.4 MB].

Me at BRK 2011 annual shareholders meeting.

Me at BRK 2011 annual shareholders meeting.

This year’s letter was published on February 27th, and despite the fact that I normally share some lines about it in the blog just after having read it (1), this year I wanted to wait a couple of months before writing this post in order to conveniently share it today, the day before the annual shareholders meeting, to be held tomorrow Saturday April 30th, as it will be streamed live for the first time ever. I had the chance to attend such shareholder meeting in 2011 (see my review here) and I strongly recommend to those who haven’t to take a look at the stream at Yahoo Finance, from 9am Central Daylight Time.

From this year’s letter, I wanted to bring attention to the description of the acquisition at the end of 2015 of Precision Castparts Corp (for 32bn$ cash), the highlight of the year, and to the following quotes or passages on their hands-off management style, on their flexibility to allocate capital, on what a 2% real GDP growth means, on mortgage risk retention on the side of lenders, the discussion on the linkage between productivity and prosperity (a bit too long to be transcribed as an excerpt – from the page 20 of the letter to the 22) and on the need to act on climate change.

***

On their hands-off management style:

After the purchase, our role is simply to create an environment in which these CEOs – and their eventual successors, who typically are like-minded – can maximize both their managerial effectiveness and the pleasure they derive from their jobs. (With this hands-off style, I am heeding a well-known Mungerism: “If you want to guarantee yourself a lifetime of misery, be sure to marry someone with the intent of changing their behavior.”)

On their flexibility to allocate capital:

Our flexibility in capital allocation – our willingness to invest large sums passively in non-controlled businesses – gives us a significant edge over companies that limit themselves to acquisitions they will operate. Woody Allen once explained that the advantage of being bi-sexual is that it doubles your chance of finding a date on Saturday night. In like manner – well, not exactly like manner – our appetite for either operating businesses or passive investments doubles our chances of finding sensible uses for Berkshire’s endless gusher of cash. Beyond that, having a huge portfolio of marketable securities gives us a stockpile of funds that can be tapped when an elephant-sized acquisition is offered to us.

On what a 2% real GDP growth means (2):

America’s population is growing about .8% per year (.5% from births minus deaths and .3% from net migration). Thus 2% of overall growth produces about 1.2% of per capita growth. That may not sound impressive. But in a single generation of, say, 25 years, that rate of growth leads to a gain of 34.4% in real GDP per capita. (Compounding’s effects produce the excess over the percentage that would result by simply multiplying 25 x 1.2%.) In turn, that 34.4% gain will produce a staggering $19,000 increase in real GDP per capita for the next generation. Were that to be distributed equally, the gain would be $76,000 annually for a family of four. Today’s politicians need not shed tears for tomorrow’s children.

On the different views to be taken of certain intangible assets amortization no matter what accounting rules say about them (3):

[…] serious investors should understand the disparate nature of intangible assets. Some truly deplete in value over time, while others in no way lose value. For software, as a big example, amortization charges are very real expenses. Conversely, the concept of recording charges against other intangibles, such as customer relationships, arises from purchase-accounting rules and clearly does not reflect economic reality. GAAP accounting draws no distinction between the two types of charges. Both, that is, are recorded as expenses when earnings are calculated – even though, from an investor’s viewpoint, they could not differ more.

[…] We now have $6.8 billion left of amortizable intangibles, of which $4.1 billion will be expensed over the next five years. Eventually, of course, every dollar of these “assets” will be charged off. When that happens, reported earnings increase even if true earnings are flat. (My gift to my successor.)

I suggest that you ignore a portion of GAAP amortization costs. But it is with some trepidation that I do that, knowing that it has become common for managers to tell their owners to ignore certain expense items that are all too real. “Stock-based compensation” is the most egregious example. The very name says it all: “compensation.” If compensation isn’t an expense, what is it? And, if real and recurring expenses don’t belong in the calculation of earnings, where in the world do they belong?

Wall Street analysts often play their part in this charade, too, parroting the phony, compensation-ignoring “earnings” figures fed them by managements. Maybe the offending analysts don’t know any better. Or maybe they fear losing “access” to management. Or maybe they are cynical, telling themselves that since everyone else is playing the game, why shouldn’t they go along with it. Whatever their reasoning, these analysts are guilty of propagating misleading numbers that can deceive investors.

Depreciation charges are a more complicated subject but are almost always true costs. Certainly they are at Berkshire. I wish we could keep our businesses competitive while spending less than our depreciation charge, but in 51 years I’ve yet to figure out how to do so. Indeed, the depreciation charge we record in our railroad business falls far short of the capital outlays needed to merely keep the railroad running properly, a mismatch that leads to GAAP earnings that are higher than true economic earnings. (This overstatement of earnings exists at all railroads.) When CEOs or investment bankers tout pre-depreciation figures such as EBITDA as a valuation guide, watch their noses lengthen while they speak.

On mortgage risk retention:

Barney Frank, perhaps the most financially-savvy member of Congress during the panic, recently assessed the 2010 Dodd-Frank Act, saying, “The one major weakness that I’ve seen in the implementation was this decision by the regulators not to impose risk retention on all residential mortgages.” Today, some legislators and commentators continue to advocate a 1%-to-5% retention by the originator as a way to align its interests with that of the ultimate lender or mortgage guarantor.

At Clayton, our risk retention was, and is, 100%. When we originate a mortgage we keep it (leaving aside the few that qualify for a government guarantee). When we make mistakes in granting credit, we therefore pay a price – a hefty price that dwarfs any profit we realized upon the original sale of the home. […]

Some borrowers, of course, will lose their jobs, and there will be divorces and deaths. Others will get overextended on credit cards and mishandle their finances. We will lose money then, and our borrower will lose his down payment (though his mortgage payments during his time of occupancy may have been well under rental rates for comparable quarters). Nevertheless, despite the low FICO scores and income of our borrowers, their payment behavior during the Great Recession was far better than that prevailing in many mortgage pools populated by people earning multiples of our typical borrower’s income.

On the need to act on climate change:

This issue bears a similarity to Pascal’s Wager on the Existence of God. Pascal, it may be recalled, argued that if there were only a tiny probability that God truly existed, it made sense to behave as if He did because the rewards could be infinite whereas the lack of belief risked eternal misery. Likewise, if there is only a 1% chance the planet is heading toward a truly major disaster and delay means passing a point of no return, inaction now is foolhardy. Call this Noah’s Law: If an ark may be essential for survival, begin building it today, no matter how cloudless the skies appear.

—

(1) See the review I made of 2009, 2012, 2013 and 2014 letters.

(2) In relation to that I recommend reading Thomas Piketty’s “Capital in the 21st Century” (of which I may write a review at a later point in time). There he explains how for most of history, human kind has lived a small growth rate and we may well come back to that.

(3) Every year letter discusses that, always with some variation, I keep recommending a detailed look at it.

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March 1, 2015 · 10:00 am

Warren Buffett’s 2014 letter to the shareholders of Berkshire Hathaway

Every last Saturday of February, a must read for the weekend comes out: Warren Buffett’s letter to the Shareholders of Berkshire Hathaway [PDF, 499KB]. This year, it is the 50th anniversary since Buffett took over the company, and thus together with the letter both him and Charlie Munger, his partner and vice chairman, have included as well two letters describing the last 50 years, what made them so successful and what can be expected in the following years. The 3 letters together make up 42 pages, a strongly recommended read.

From this year’s letter, I wanted to bring attention to the following quotes or passages on simplicity of some transactions, on the sale of TESCO, the distinction between volatility and risk, not using borrowed money to invest, consequences of using shares instead of cash for acquisitions, the synergies announced in M&A, the importance of cash, trust and bureaucracy:

***

On simplicity of some transactions and trust. Last year he introduced the acquisition of Nebraska Furniture Mart, this year is the turn of National Indemnity:

[…] since 1967, when we acquired National Indemnity and its sister company, National Fire & Marine, for $8.6 million. Though that purchase had monumental consequences for Berkshire, its execution was simplicity itself.

Jack Ringwalt, a friend of mine who was the controlling shareholder of the two companies, came to my office saying he would like to sell. Fifteen minutes later, we had a deal. Neither of Jack’s companies had ever had an audit by a public accounting firm, and I didn’t ask for one. My reasoning: (1) Jack was honest and (2) He was also a bit quirky and likely to walk away if the deal became at all complicated.

On pages 128-129, we reproduce the 1 1 ⁄2-page purchase agreement we used to finalize the transaction. That contract was homemade: Neither side used a lawyer. Per page, this has to be Berkshire’s best deal: National Indemnity today has GAAP (generally accepted accounting principles) net worth of $111 billion, which exceeds that of any other insurer in the world.

Offer Letter for National Indemnity (retrieved from BRK 2014 annual report [PDF, 2.2MB])

Offer Letter for National Indemnity (retrieved from BRK 2014 annual report [PDF, 2.2MB])

On the advantages of using an animated character as advertising tool in low cost operations:

[…] No one likes to buy auto insurance. Almost everyone, though, likes to drive. The insurance consequently needed is a major expenditure for most families. Savings matter to them – and only a low-cost operation can deliver these. […]

[…] Our gecko never tires of telling Americans how GEICO can save them important money. The gecko, I should add, has one particularly endearing quality – he works without pay. Unlike a human spokesperson, he never gets a swelled head from his fame nor does he have an agent to constantly remind us how valuable he is. I love the little guy.

On his lack of decisiveness in selling TESCO:

[…] An attentive investor, I’m embarrassed to report, would have sold Tesco shares earlier. I made a big mistake with this investment by dawdling.

At the end of 2012 we owned 415 million shares of Tesco, then and now the leading food retailer in the U.K. and an important grocer in other countries as well. Our cost for this investment was $2.3 billion, and the market value was a similar amount.

In 2013, I soured somewhat on the company’s then-management and sold 114 million shares, realizing a profit of $43 million. My leisurely pace in making sales would prove expensive. Charlie calls this sort of behavior “thumb-sucking.” (Considering what my delay cost us, he is being kind.)

During 2014, Tesco’s problems worsened by the month. The company’s market share fell, its margins contracted and accounting problems surfaced. In the world of business, bad news often surfaces serially: You see a cockroach in your kitchen; as the days go by, you meet his relatives.

We sold Tesco shares throughout the year and are now out of the position. (The company, we should mention, has hired new management, and we wish them well.) Our after-tax loss from this investment was $444 million, about 1/5 of 1% of Berkshire’s net worth.

On volatility versus risk:

Stock prices will always be far more volatile than cash-equivalent holdings. Over the long term, however, currency-denominated instruments are riskier investments – far riskier investments – than widely-diversified stock portfolios that are bought over time and that are owned in a manner invoking only token fees and commissions. That lesson has not customarily been taught in business schools, where volatility is almost universally used as a proxy for risk. Though this pedagogic assumption makes for easy teaching, it is dead wrong: Volatility is far from synonymous with risk. Popular formulas that equate the two terms lead students, investors and CEOs astray.

On not using borrowed money to invest:

[…] borrowed money has no place in the investor’s tool kit: Anything can happen anytime in markets. And no advisor, economist, or TV commentator – and definitely not Charlie nor I – can tell you when chaos will occur. Market forecasters will fill your ear but will never fill your wallet.

A confession after having introduce the major mistake of acquiring Berkshire (a sinking textile company) out of stubborness:

Can you believe that in 1975 I bought Waumbec Mills, another New England textile company? Of course, the purchase price was a “bargain” based on the assets we received and the projected synergies with Berkshire’s existing textile business. Nevertheless – surprise, surprise – Waumbec was a disaster, with the mill having to be closed down not many years later.

On his initial strategy of buying low priced small companies and why he changed it:

[…] Most of my gains in those early years, though, came from investments in mediocre companies that traded at bargain prices. Ben Graham had taught me that technique, and it worked.

But a major weakness in this approach gradually became apparent: Cigar-butt investing was scalable only to a point. With large sums, it would never work well.

In addition, though marginal businesses purchased at cheap prices may be attractive as short-term investments, they are the wrong foundation on which to build a large and enduring enterprise. […]

On using shares instead of cash for acquisitions:

Consequently, Berkshire paid $433 million for Dexter and, rather promptly, its value went to zero. GAAP accounting, however, doesn’t come close to recording the magnitude of my error. The fact is that I gave Berkshire stock to the sellers of Dexter rather than cash, and the shares I used for the purchase are now worth about $5.7 billion. As a financial disaster, this one deserves a spot in the Guinness Book of World Records.

Several of my subsequent errors also involved the use of Berkshire shares to purchase businesses whose earnings were destined to simply limp along. Mistakes of that kind are deadly. Trading shares of a wonderful business – which Berkshire most certainly is – for ownership of a so-so business irreparably destroys value.

On the trumpeted synergies announced in M&A:

(As a director of 19 companies over the years, I’ve never heard “dis-synergies” mentioned, though I’ve witnessed plenty of these once deals have closed.) Post mortems of acquisitions, in which reality is honestly compared to the original projections, are rare in American boardrooms. They should instead be standard practice.

On cash:

At a healthy business, cash is sometimes thought of as something to be minimized – as an unproductive asset that acts as a drag on such markers as return on equity. Cash, though, is to a business as oxygen is to an individual: never thought about when it is present, the only thing in mind when it is absent.

American business provided a case study of that in 2008. In September of that year, many long-prosperous companies suddenly wondered whether their checks would bounce in the days ahead. Overnight, their financial oxygen disappeared.

At Berkshire, our “breathing” went uninterrupted. Indeed, in a three-week period spanning late September and early October, we supplied $15.6 billion of fresh money to American businesses.

On trust and bureaucracy:

With only occasional exceptions, furthermore, our trust produces better results than would be achieved by streams of directives, endless reviews and layers of bureaucracy. Charlie and I try to interact with our managers in a manner consistent with what we would wish for, if the positions were reversed.

The books that are recommended this year in the letter are:

  • “Where Are the Customers’ Yachts?”, by Fred Schwed,
  • “The Little Book of Common Sense Investing”, by Jack Bogle,
  • “Berkshire Hathaway Letters to Shareholders”, compilation by Max Olson,
  • a new book in preparation commemorating the 50th anniversary of Berkshire Hathaway under present management.

Another article about Jim Ling in D magazine (from 1982) is recommended to understand the mentality of some CEOs running holdings at the time and why some negative perception towards holdings continue to exist today.

Finally, in the two last letters from Buffett and Munger, in which they review the future prospects of Berkshire there is some language that will no doubt stir again the rumours of whether Buffett may step down as CEO and / or chairman anytime soon. We will see.

—

For nostalgic investors, in this year’s annual report it is embedded Berkshire’s 1964 annual report (pages 130-142).

See the review I made of 2009, 2012 and 2013 letters.

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July 30, 2014 · 10:00 pm

Mister India

I was reminded by the following tweet from a fellow Toastmaster from Finland of a funny anecdote from a few years ago.

In May 2011 Luca and I attended the annual shareholders’ meeting of Berkshire Hathaway (see here a post describing the experience). One of the activities for shareholders that we joined was to dine on Sunday evening at Piccolo’s, a steakhouse popularized by the taste of Warren Buffett, apparently a frequent customer (we indeed happen to have him dining together with Bill Gates two tables away).

The anecdote I wanted to share in this post stems from my rather strong Spanish accent when speaking English, together with the little vocalization effort that I put sometimes in my speech plus the use of the phonetic alphabet to spell words.

When I wanted to book a table at Piccolo’s to have that dinner, I was asked my surname, which is uncommon even in Spain, thus I spelled it: India, Romeo, Alfa, Sierra… Hours later, we arrived at the restaurant and informed the waiter that we had a reservation, at the name “Irastorza”. She went to check her registry. Swiftly and politely she said: “sure, come along with me”. I was close enough to her to see that in the book she had just noted: “India”.

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May 22, 2014 · 8:00 am

Transcript of 2014 Berkshire Hathaway Annual Q&A with Warren Buffett and Charlie Munger

Last Saturday, May 3rd, Berkshire Hathaway held in Omaha its annual shareholder meeting, attended by over 30,000 shareholders. The most expected part of that weekend is the Q&A session of the meeting, in which Warren Buffett and Charlie Munger answer to dozens of questions.

The meeting is neither televised, nor recorded or streamed. However, the financial website Motley Fool has done a terrific job publishing a transcript of the session. Find the link here and allow yourself at least a couple of hours to read through it (the Q&A session takes hours itself!). I strongly encourage the reading. As a teaser, find below some of the gems:

“No CEO looks at proxy statements and comes away thinking that I should be paid less.” Warren Buffett.

“We can’t earn same return on capital with over $300 billion market cap. Archimedes said he could move the world with a long enough lever. I wish I had his lever” Buffett

“If you are in any social organization, if you keep belching at the dinner table, you’ll be eating in the kitchen” Buffett (on Boards of Directors)

“Cash or available credit is like oxygen: you don’t notice it 99.9% of the time, but when absent, it’s the only thing you notice” Buffett

“By the standards of the rest, we over-trust. […] because we carefully selected people who should be over-trusted” Charlie Munger

“There’s something about owning a brand to educate yourself about things you might do in the future.” Buffett

“At the beginning, we knew nothing. We were stupid. If there’s any secret to Berkshire, it’s that we’re pretty good at ignorance removal.” Munger

“… if you think you understand, you’re not paying attention.” Munger

“There’s changes going on with all our businesses. We want managers to think about change, what’s going to be needed for the future” Buffett

“Being realistic when realizing your own shortcomings is important.” Buffett (on the circle of competence)

“There’s a point you start getting inverse correlation between wealth and quality of life” Buffett

“I think America made a huge mistake by letting the public school systems go to hell…” Munger

(on home mortgage market) “you had the biggest bunch of thieves & idiots running things, I’m not trusting private industry in this field” Munger

“The net utility from finance majors has been negative.” Buffett

—

Some other readings I recommend in relation to this post:

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March 19, 2014 · 8:00 am

Buffett and Branson on airline business

While reading a few days ago Warren Buffett’s Letter to the Shareholders of Berkshire Hathaway, I was reminded of NetJets, the fractionary ownership of planes business which has as parent company. The fact that BRK owns such a company is quite ironic bearing in mind the following quote from Buffett:

“The worst sort of business is one that grows rapidly, requires significant capital to engender the growth, and then earns little or no money. Think airlines. Here a durable competitive advantage has proven elusive ever since the days of the Wright Brothers. Indeed, if a farsighted capitalist had been present at Kitty Hawk, he would have done his successors a huge favor by shooting Orville down.”

But then again, Richard Branson, another prominent businessman, founded Virgin Atlantic, which is now part of the Virgin Group, chaired by Branson, who is quoted saying:

“The quickest way to become a millionaire in the airline business is to start out as a billionaire.”

Are these cases of “do as I say, not as I do”?

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March 6, 2014 · 8:00 am

Warren Buffett’s 2013 letter to the shareholders of Berkshire Hathaway

Last Friday (28/02/2014), Warren Buffett’s 2013 letter to the Shareholders of Berkshire Hathaway [PDF, 252 KB] was released. As always, I strongly encourage you to read it (23 pages).

From this year’s letter, I wanted to bring attention to the following passages, on value creation, insurance business, intangible assets amortization, simplicity of some transactions, fundamentals of investing and a sound investing strategy.

***

On what is the focus of Warren and Charlie to create value:

“Charlie and I hope to build Berkshire’s per-share intrinsic value by (1) constantly improving the basic earning power of our many subsidiaries; (2) further increasing their earnings through bolt-on acquisitions; (3) benefiting from the growth of our investees; (4) repurchasing Berkshire shares when they are available at a meaningful discount from intrinsic value; and (5) making an occasional large acquisition. We will also try to maximize results for you by rarely, if ever, issuing Berkshire shares.”

On the keys of insurance business:

“[…] a sound insurance operation needs to adhere to four disciplines. It must (1) understand all exposures that might cause a policy to incur losses; (2) conservatively assess the likelihood of any exposure actually causing a loss and the probable cost if it does; (3) set a premium that, on average, will deliver a profit after both prospective loss costs and operating expenses are covered; and (4) be willing to walk away if the appropriate premium can’t be obtained.

[…] That old line, “The other guy is doing it, so we must as well,” spells trouble in any business, but in none more so than insurance.”

On the different views to be taken of certain intangible assets amortization no matter what accounting rules say about them:

“[…] serious investors should understand the disparate nature of intangible assets: Some truly deplete over time while others in no way lose value. With software, for example, amortization charges are very real expenses. Charges against other intangibles such as the amortization of customer relationships, however, arise through purchase-accounting rules and are clearly not real costs. GAAP accounting draws no distinction between the two types of charges. Both, that is, are recorded as expenses when earnings are calculated – even though from an investor’s viewpoint they could not be more different.

[…] Every dime of depreciation expense we report, however, is a real cost. And that’s true at almost all other companies as well. When Wall Streeters tout EBITDA as a valuation guide, button your wallet.”

On simplicity of some transactions and trust:

“I think back to August 30, 1983 – my birthday – when I went to see Mrs. B (Rose Blumkin), carrying a 1 1⁄4-page purchase proposal for NFM that I had drafted. (It’s reproduced on pages 114 – 115.) Mrs. B accepted my offer without changing a word, and we completed the deal without the involvement of investment bankers or lawyers (an experience that can only be described as heavenly). Though the company’s financial statements were unaudited, I had no worries. Mrs. B simply told me what was what, and her word was good enough for me.

[…] Aspiring business managers should look hard at the plain, but rare, attributes that produced Mrs. B’s incredible success. Students from 40 universities visit me every year, and I have them start the day with a visit to NFM. If they absorb Mrs. B’s lessons, they need none from me.”

Offer Letter for NFM (retrieved from BRK annual report [PDF, 6.5MB])

Offer Letter for NFM (retrieved from BRK 2013 annual report [PDF, 6.5MB])

On certain fundamentals of investing:

  • “You don’t need to be an expert in order to achieve satisfactory investment returns. But if you aren’t, you must recognize your limitations and follow a course certain to work reasonably well. Keep things simple and don’t swing for the fences. When promised quick profits, respond with a quick “no.”
  • Focus on the future productivity of the asset you are considering. If you don’t feel comfortable making a rough estimate of the asset’s future earnings, just forget it and move on. […] omniscience isn’t necessary; you only need to understand the actions you undertake.
  • If you instead focus on the prospective price change of a contemplated purchase, you are speculating. […]
  • […] I thought only of what the properties would produce and cared not at all about their daily valuations. Games are won by players who focus on the playing field – not by those whose eyes are glued to the scoreboard. […]
  • Forming macro opinions or listening to the macro or market predictions of others is a waste of time. […]”

A sound investing strategy:

“[…] The goal of the non-professional should not be to pick winners – neither he nor his “helpers” can do that – but should rather be to own a cross-section of businesses that in aggregate are bound to do well. A low-cost S&P 500 index fund will achieve this goal.

[…] My advice to the trustee could not be more simple: Put 10% of the cash in short-term government bonds and 90% in a very low-cost S&P 500 index fund. (I suggest Vanguard’s.) […]”

His best investment ever:

“[…] I learned most of the thoughts in this investment discussion from Ben’s book The Intelligent Investor, […]

[…] For me, the key points were laid out in what later editions labeled Chapters 8 and 20. […]

I can’t remember what I paid for that first copy of The Intelligent Investor. Whatever the cost, it would
underscore the truth of Ben’s adage: Price is what you pay, value is what you get. Of all the investments I ever
made, buying Ben’s book was the best […]”

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February 11, 2014 · 10:00 pm

Time Value of Money

In courses about finance in the past, as part of job-related investment projections, for personal investments and as part of exercises related to posts in this blog I have discounted cash flows several times. Discounted? To those not initiated: it is about the time value of money.

Many course of finance start with the explanation of time value of money. You can find Wikipedia’s article here.

I recently came across the most descriptive and ancient (to my knowledge) explanation of the concept.

“A bird in a hand is worth two in the bush”, Aesop, 600 B.C.

Seeking Wisdom: From Darwin to Munger, Peter Bevelin.

Seeking Wisdom: From Darwin to Munger, Peter Bevelin.

I found it while reading “Seeking Wisdom: From Darwin to Munger”, by Peter Bevelin, in which the author retrieved a passage from Warren Buffett’s 2000 Letter to the Shareholders of Berkshire Hathaway [PDF, 93KB, pg. 13]

Leaving aside tax factors, the formula we use for evaluating stocks and businesses is identical. Indeed, the formula for valuing all assets that are purchased for financial gain has been unchanged since it was first laid out by a very smart man in about 600 B.C. (though he wasn’t smart enough to know it was 600 B.C.).

The oracle was Aesop and his enduring, though somewhat incomplete, investment insight was “a bird in the hand is worth two in the bush.” To flesh out this principle, you must answer only three questions. How certain are you that there are indeed birds in the bush? When will they emerge and how many will there be? What is the risk-free interest rate (which we consider to be the yield on long-term U.S. bonds)? If you can answer these three questions, you will know the maximum value of the bush ¾ and the maximum number of the birds you now possess that should be offered for it. And, of course, don’t literally think birds. Think dollars.

Aesop’s investment axiom, thus expanded and converted into dollars, is immutable. It applies to outlays for farms, oil royalties, bonds, stocks, lottery tickets, and manufacturing plants. And neither the advent of the steam engine, the harnessing of electricity nor the creation of the automobile changed the formula one iota — nor will the Internet. Just insert the correct numbers, and you can rank the attractiveness of all possible uses of capital throughout the universe.

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December 10, 2013 · 8:00 am

On Boards of directors and CEOs

The Economist issue published last week included an article (“From cuckolds to captains”) about the transformation of corporate boards. However, I wanted to extract the following passages:

For most of their history, boards have been largely ceremonial institutions: friends of the boss who meet every few months to rubber-stamp his decisions and have a good lunch. Critics have compared directors to “parsley on fish”, decorative but ineffectual; or honorary colonels, “ornamental in parade but fairly useless in battle”. Ralph Nader called them “cuckolds” who are always the last to know when managers have erred.

[…]

The first is that boards should focus on providing companies with strategic advice. This sort of common sense is often in short supply in the ego-driven world of boards. Boardrooms contain too many people with different priorities: corporate veterans who give lectures on how they would have handled things; egomaniacs who like to show how much they know about everything; hobby-horse jockeys who mount the same steed regardless of the race; captives of compliance who are obsessed with box-ticking. The authors say that in their experience perhaps half of the Fortune 500 companies have one or two directors they would regard as “dysfunctional”.

While reading these passages from the article I couldn’t help but remembering Warren Buffett on board of directors in his 2009 letter to Berkshire Hathaway shareholders [PDF, 116KB] (the emphasis is mine):

“In my view a board of directors of a huge financial institution is derelict if it does not insist that its CEO bear full responsibility for risk control. If he’s incapable of handling that job, he should look for other employment. And if he fails at it – with the government thereupon required to step in with funds or guarantees – the financial consequences for him and his board should be severe.

It has not been shareholders who have botched the operations of some of our country’s largest financial institutions. Yet they have borne the burden, with 90% or more of the value of their holdings wiped out in most cases of failure. Collectively, they have lost more than $500 billion in just the four largest financial fiascos of the last two years. To say these owners have been “bailed-out” is to make a mockery of the term.

The CEOs and directors of the failed companies, however, have largely gone unscathed. Their fortunes may have been diminished by the disasters they oversaw, but they still live in grand style. It is the behavior of these CEOs and directors that needs to be changed: If their institutions and the country are harmed by their recklessness, they should pay a heavy price – one not reimbursable by the companies they’ve damaged nor by insurance. CEOs and, in many cases, directors have long benefitted from oversized financial carrots; some meaningful sticks now need to be part of their employment picture as well.”

[…]

“In evaluating a stock-for-stock offer, shareholders of the target company quite understandably focus on the market price of the acquirer’s shares that are to be given them. But they also expect the transaction to deliver them the intrinsic value of their own shares – the ones they are giving up. If shares of a prospective acquirer are selling below their intrinsic value, it’s impossible for that buyer to make a sensible deal in an all-stock deal. You simply can’t exchange an undervalued stock for a fully-valued one without hurting your shareholders.

Imagine, if you will, Company A and Company B, of equal size and both with businesses intrinsically worth $100 per share. Both of their stocks, however, sell for $80 per share. The CEO of A, long on confidence and short on smarts, offers 1 1⁄4 shares of A for each share of B, correctly telling his directors that B is worth $100 per share. He will neglect to explain, though, that what he is giving will cost his shareholders $125 in intrinsic value. If the directors are mathematically challenged as well, and a deal is therefore completed, the shareholders of B will end up owning 55.6% of A & B’s combined assets and A’s shareholders will own 44.4%. Not everyone at A, it should be noted, is a loser from this nonsensical transaction. Its CEO now runs a company twice as large as his original domain, in a world where size tends to correlate with both prestige and compensation.

If an acquirer’s stock is overvalued, it’s a different story: Using it as a currency works to the acquirer’s advantage. That’s why bubbles in various areas of the stock market have invariably led to serial issuances of stock by sly promoters. Going by the market value of their stock, they can afford to overpay because they are, in effect, using counterfeit money. Periodically, many air-for-assets acquisitions have taken place, the late 1960s having been a particularly obscene period for such chicanery. Indeed, certain large companies were built in this way. (No one involved, of course, ever publicly acknowledges the reality of what is going on, though there is plenty of private snickering.)”

[…]

“I have been in dozens of board meetings in which acquisitions have been deliberated, often with the directors being instructed by high-priced investment bankers (are there any other kind?). Invariably, the bankers give the board a detailed assessment of the value of the company being purchased, with emphasis on why it is worth far more than its market price. In more than fifty years of board memberships, however, never have I heard the investment bankers (or management!) discuss the true value of what is being given. When a deal involved the issuance of the acquirer’s stock, they simply used market value to measure the cost. They did this even though they would have argued that the acquirer’s stock price was woefully inadequate – absolutely no indicator of its real value – had a takeover bid for the acquirer instead been the subject up for discussion.

When stock is the currency being contemplated in an acquisition and when directors are hearing from an advisor, it appears to me that there is only one way to get a rational and balanced discussion. Directors should hire a second advisor to make the case against the proposed acquisition, with its fee contingent on the deal not going through. Absent this drastic remedy, our recommendation in respect to the use of advisors remains: “Don’t ask the barber whether you need a haircut.”“

After these paragraphs harsh on CEOs and directors, let me finish with two references to posts I wrote some time ago: “Is talent really worth it?“, a review of a book on CEOs pay, and “Buffett on shares buy back by companies“, excerpt from 1980 letter.

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March 3, 2013 · 1:00 am

Warren Buffett’s 2012 letter to the shareholders of Berkshire Hathaway: dividends, books and sport

Last Saturday Warren Buffett’s 2012 letter to the shareholders of Berkshire Hathaway [PDF, 155 KB] was released. As always, I strongly encourage you to read it (23 pages).

From this year’s letter, I wanted to comment on 3 things:

  • Lesson on dividends’ policy
  • Books
  • Running

****

Dividends’ Policy

In my opinion the great lesson from this letter starts at page 18, when Warren explains the different ways a company has to allocate earnings. He makes a comparison between dividends and what he calls the “sell-off” scenario, where a shareholder can be better off when the company is not paying dividends and instead reinvesting all earnings while the shareholder sells part of his shares to obtain some cash.

See the explanation below (bit long):

“We’ll start by assuming that you and I are the equal owners of a business with $2 million of net worth. The business earns 12% on tangible net worth – $240,000 – and can reasonably expect to earn the same 12% on reinvested earnings. Furthermore, there are outsiders who always wish to buy into our business at 125% of net worth. Therefore, the value of what we each own is now $1.25 million.

You would like to have the two of us shareholders receive one-third of our company’s annual earnings and have two-thirds be reinvested. That plan, you feel, will nicely balance your needs for both current income and capital growth. So you suggest that we pay out $80,000 of current earnings and retain $160,000 to increase the future earnings of the business. In the first year, your dividend would be $40,000, and as earnings grew and the onethird payout was maintained, so too would your dividend. In total, dividends and stock value would increase 8% each year (12% earned on net worth less 4% of net worth paid out).

After ten years our company would have a net worth of $4,317,850 (the original $2 million compounded at 8%) and your dividend in the upcoming year would be $86,357. Each of us would have shares worth $2,698,656 (125% of our half of the company’s net worth). And we would live happily ever after – with dividends and the value of our stock continuing to grow at 8% annually.

There is an alternative approach, however, that would leave us even happier. Under this scenario, we would leave all earnings in the company and each sell 3.2% of our shares annually. Since the shares would be sold at 125% of book value, this approach would produce the same $40,000 of cash initially, a sum that would grow annually. Call this option the “sell-off” approach.

Under this “sell-off” scenario, the net worth of our company increases to $6,211,696 after ten years ($2 million compounded at 12%). Because we would be selling shares each year, our percentage ownership would have declined, and, after ten years, we would each own 36.12% of the business. Even so, your share of the net worth of the company at that time would be $2,243,540. And, remember, every dollar of net worth attributable to each of us can be sold for $1.25. Therefore, the market value of your remaining shares would be $2,804,425, about 4% greater than the value of your shares if we had followed the dividend approach.

Moreover, your annual cash receipts from the sell-off policy would now be running 4% more than you would have received under the dividend scenario. Voila! – you would have both more cash to spend annually and more capital value.”

As always, I believe that the best way is to make (play with) the numbers yourself, so you get to understand it once and for all. I paste here the numbers for those not being number-crunchers:

Buffett's sell-off case vs. dividends.

Buffett’s sell-off case vs. dividends.

Books

Over 2 years ago, I read Buffett’s biography “The Snowball: Warren Buffett and the Business of Life“, by Alice Schroeder (of which I wrote a post); it seems that I will have to get the newest one by Carol Loomis, “Tap Dancing to Work: Warren Buffett on Practically Everything“.

There is another book that I should read, according to the following passage in the letter:

“Above all, dividend policy should always be clear, consistent and rational. A capricious policy will confuse owners and drive away would-be investors. Phil Fisher put it wonderfully 54 years ago in Chapter 7 of his Common Stocks and Uncommon Profits, a book that ranks behind only The Intelligent Investor and the 1940 edition of Security Analysis in the all-time-best list for the serious investor. Phil explained that you can successfully run a restaurant that serves hamburgers or, alternatively, one that features Chinese food. But you can’t switch capriciously between the two and retain the fans of either.”

I’ve got all three books in the shelf since 5 years ago, it’s a shame that I have not yet read or gone through the first one!

Running

I found one final surprising and hilarious passage at the end of the letter embedded in the information related to the shareholders meeting:

“On Sunday at 8 a.m., we will initiate the “Berkshire 5K,” a race starting at the CenturyLink. Full details for participating will be included in the Visitor’s Guide that you will receive with your credentials for the meeting. We will have plenty of categories for competition, including one for the media. (It will be fun to report on their performance.) Regretfully, I will forego running; someone has to man the starting gun.

I should warn you that we have a lot of home-grown talent. Ted Weschler has run the marathon in 3:01. Jim Weber, Brooks’ dynamic CEO, is another speedster with a 3:31 best. Todd Combs specializes in the triathlon, but has been clocked at 22 minutes in the 5K.
That, however, is just the beginning: Our directors are also fleet of foot (that is, some of our directors are).

Steve Burke has run an amazing 2:39 Boston marathon. (It’s a family thing; his wife, Gretchen, finished the New York marathon in 3:25.) Charlotte Guyman’s best is 3:37, and Sue Decker crossed the tape in New York in 3:36. Charlie did not return his questionnaire.”

I would have loved to take part in that race. I will probably do so in some other year :-).

Final confession

Luca and I went a couple of years ago to Berkshire Shareholder meeting. This year’s meeting will take place on May 4th.

This year, Luca and I will get married on May 11th, but one of the dates we considered was April 27th, and one of the drivers behind it was to be able to attend 2013 BRK meeting during the honeymoon…

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January 28, 2013 · 8:00 am

Buffett on shares buy back by companies

I was reading last weekend Warren Buffett’s 1980 letter to Berkshire Hathaway shareholders, when I encountered the following passage about shares buy back by a company (emphasis is mine):

“One usage of retained earnings we often greet with special enthusiasm when practiced by companies in which we have an investment interest is repurchase of their own shares. The reasoning is simple: if a fine business is selling in the market place for far less than intrinsic value, what more certain or more profitable utilization of capital can there be than significant enlargement of the interests of all owners at that bargain price? The competitive nature of corporate acquisition activity almost guarantees the payment of a full – frequently more than full price when a company buys the entire ownership of another enterprise. But the auction nature of security markets often allows finely-run companies the opportunity to purchase portions of their own businesses at a price under 50% of that needed to acquire the same earning power through the negotiated acquisition of another enterprise.”

Then, sometimes, we see companies that decide to hold excess cash while waiting for opportunities of what to do with it, or to protect themselves against uncertainty, etc. Some do as Buffett says and buy back at minimum prices. Others do the contrary, they buy back shares at maximum prices.

There is always an explanation to taking one option or the other, even if the final reason is not always told, understood…

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