Sunday, February 11, 2018

Being skeptical of insiders' incentives


Perverse incentives that affect the average investor

The stock market can be regarded as a transfer of wealth mechanism from minority shareholders and investor to company promoters and managers. What has caught my mind recently is three different examples.

Pershing Square
The first is Pershing Square one of the most high-profile hedge funds in the world led by its enigmatic CEO and founder William (Bill) Ackman.
Pershing Square had an impressive track record compounding its returns between 17.6% - 20.8% p.a. net of fees depending on the structure between 2004/5 and first half 2014. This performance enabled Pershing Square to launch a large Listed Investment Company in the Netherlands raising $2.7B USD. This raising provided Ackman with permanent capital to invest and a guaranteed fee income stream. Pershing Square employee numbers also swelled as can be seen in the graph below.





What precipitated was a series of poor returns from investments including Valeant, Herbalife and Mondelez. This blog post is not questioning the merits of these investments but what has subsequently resulted is a significant amount of lost money. However, Pershing still likes to focus on its long-term compounding record as Pershing Square. What is more important though is Pershing Square’s money weighted return. These returns take account of how much $ return was generated. As Pershing generated most of its positive return when it was managing relatively smaller; amounts of money and generated negative return when it was managing larger amounts the money weighted return would be far lower than its time weighted return.

 

The other fund management trick that Pershing Square has pulled is that Bill Ackman has reincarnated himself as a fund manager but conveniently forgotten his past track record. Previously he was managing Gotham Partners where the funds shuttered due to redemptions from poor performance.

Investors must be cautious when investors raise large amounts of money off the back of a historical track record obtained under different conditions. Many fund managers right now are trying to raise as much permanent capital as possible as they have strong track records from the bull-market in equities due to compressed interest rates. Investors should beware the incentives of the managers behind such actions.

CBL Insurance
CBL recently listed in 2014. It has a great run as a recent IPO increasing from $1.55 to $4.00. CBL is an insurance company which specialises in niche insurance predominately in France.
CBL exceeded its prospectus forecasts, however it made a number of acquisitions which were not forecast in the prospectus forecasts. Adjusting for these acquisitions CBL still beat prospectus forecasts by $5.2m PBT or 8.2%. However, looking further into the result the FY16 result was aided by a release of provisions of $5.8m.

This would be fine, however the events that subsequently followed suggest that the timing of the release reserve to ensure prospectus forecasts were met was extremely convenient.

In April 17, little over 1 month post the FY16 result was released 20m shares were sold at $3.26 to NZ and Australian investors. This realised $65.2m for the Directors and Management. On August 18th CBL came out with a surprise announcement, shortly before it was due to release its 1H17 results, that it would miss its internal operating profit expectations by $17.5m due to a $16.5m strengthening of its insurance reserves. This seemed strange given the reserves were released only 6 months prior. The stock subsequently fell from $3.75 to a closing low of $2.80. To add salt to the wounds CBL has recently updated the market again in February 2018 and has remained suspended from trading as it expects to make a future claims reserve strengthening adjustment of $100m to the reserves, it will also take a $44m write-down of receivables arising from SFS, a business that it acquired in 2016.

The observation is in businesses where significant accounting adjustments can be made which significantly affect the profitability of the business such as finance and insurance companies in situations where management have an incentive to produce a favourable result it is necessary to exercise increasing skepticism towards the results produced.

ITL Healthcare
ITL healthcare conducted a suspicious share buy-back which was announced on the 25th of October. The company began buying back shares at 40.5c and purchased aggressively right up to December 29. Prior to this buy-back the previous buyback was conducted at less than half the price being 20c on 8 February 2016.

ITL purchased 4.11m shares in November at prices between 0.40 to 0.47 which was 72.5% of all volume traded in that month.

ITL purchased 7.99m shares in December at prices between 0.415 to 0.475 which was 71.3% of all volume traded in that month. The volume that wasn’t bought by ITL consisted of two director sales, conveniently at the high share-price of the month of 0.47. Andrew Turnbull sold 990,000 shares and William Mobbs sold 2,343,543 shares. Adjusting for these director sales ITL purchased 100% of all shares during the month and effectively pushed the share-price to a level that allowed the directors to sell down. The buy-back has now stopped and the share-price has fallen 22%.