What’s Your Investing Edge?

Whats your investing edge? That’s the question many investors find themselves asking when building a personal portfolio. Here are some ways to gain an edge.

Warren Buffett probably has the most concise yet the best explanation of how to value a stock. He said: “Intrinsic value can be defined simply: it is the discounted value of the cash that can be taken out of a business during its remaining life.”

This is how all stocks should theoretically be valued.  In a perfect market where cash flows are certain and discount rates remain constant, all stocks should provide the same rate of return. 

But this is not the case in the real world. Stocks produce varying returns, allowing investors to earn above-average returns. 

Active stock pickers have developed multiple techniques to try to obtain these above-average returns to beat the indexes. In this article, I’ll go through some investing styles, why they can produce above-average returns, and the pros and cons of each style.

Long-term growth investing

One of the more common approaches today is long-term growth investing. But why does long-term investing outperform the market?

The market underestimates the growth potential

One reason is that market participants may underestimate the pace or durability of the growth of a company. 

Investors may not be comfortable projecting that far in the future and often are only willing to underwrite growth over the next few years and may assume high growth fades away beyond a few years. 

While true for most companies, there are high-quality companies that are exceptions. if investors can find these companies that beat the market’s expectations, they can achieve better-than-average returns when the growth materialises. The chart below illustrates how investors can potentially make market-beating returns.

Let’s say the average market’s required rate of return is 10%. The line at the bottom is what the market thinks the intrinsic value is based on a 10% required return. But the company exceeds the market’s expectations, resulting in the stock price following the middle line instead and a 15% annual return.

The market underwrites a larger discount rate

Even if the market has high expectations for a company’s growth, the market may want a higher rate of return as the market is uncertain of the growth playing out. The market is only willing to pay a lower price for the business, thus creating an opportunity to earn higher returns.

The line below is what investors can earn which is more than the 10% return if the market was more confident about the company.

Deep value stocks

Alternatively, another group of investors may prefer to invest in companies whose share prices are below their intrinsic values now. 

Rather than looking at future intrinsic values and waiting for the growth to play out, some investors simply opt to buy stocks trading below their intrinsic values and hoping that the company’s stock closes the gap. The chart below illustrates how this will work.

The black line is the intrinsic value of the company based on a 10% required return. The beginning of the red line is where the stock price is at. The red line is what investors hope will happen over time as the stock price closes the gap with its intrinsic value. Once the gap closes, investors then exit the position and hop on the next opportunity to repeat the process.

Pros and cons

All investing styles have their own pros and cons. 

  1. Underappreciated growth
    For long-term investing in companies with underappreciated growth prospects, investors need to be right about the future growth of the company. To do so, investors must have a keen understanding of the business background, growth potential, competition, potential that the growth plays out and why the market may be underestimating the growth of the company.

This requires in-depth knowledge of the company and requires conviction in the management team being able to execute better than the market expects of them.

  1. Underwriting larger discount rates
    For companies that the market has high hopes for but is only willing to underwrite a larger discount rate due to the uncertainty around the business, investors need to also have in-depth knowledge of the company and have more certainty than the market that the growth will eventually play out.
    Again, this may require a good grasp of the business fundamentals and the probability of the growth playing out.
  2. Undervalued companies
    Thirdly, investors who invest in companies based on valuations being too low now, also need a keen understanding of the business. Opportunities can arise due to short-term misconceptions of a company but investors must have a differentiated view of the company from the rest of the market.
    A near-term catalyst is often required for the market to realise the discrepancy. A catalyst can be in the form of dividend increases or management unlocking shareholder value through spin-offs etc. This style of investing often requires more hard work as investors need to identify where the catalyst will come from. Absent a catalyst, the stock may remain undervalued for long periods, resulting in less-than-optimal returns. In addition, new opportunities need to be found after each exit.

What’s your edge?

Active fundamental investors who want to beat the market can use many different styles to beat the market. While each style has its own limitations, if done correctly, all of these techniques can achieve market-beating returns over time.

Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I do not have a vested interest in any stocks mentioned. Holdings are subject to change at any time.

When Shouldn’t You Pay a Premium For a Growing Company?

Return on retained capital and the reinvestment opportunity are two factors that impact valuation and returns for an investor.

You may assume that a faster-growing business always deserves a premium valuation but that’s not always the case. Growth is not the only criterion that determines valuation. The cost of growth matters just as much.

In this article, I will explore four things:

(I) Why growth is not the only factor that determines value
(II) Why companies with high returns on retained capital deserve a higher valuation
(III) How much we should pay for a business by looking at its reinvestment opportunities and returns on retained capital
(IV) Two real-life companies that have generated tremendous returns for shareholders based on high returns on retained capital

Growth is not the only factor

To explain why returns on retained capital matter, let’s examine a simple example.

Companies A and B both earn $1 per share in the upcoming year. Company A doesn’t reinvest its earnings. Instead, it gives its profits back to shareholders in the form of dividends. Company B, on the other hand, is able to reinvest all of its profits back into its business for an 8% return each year. The table below illustrates the earnings per share of the two companies over the next 5 years:

Company B is clearly growing its earnings per share much quicker than Company A. But that does not mean we should pay a premium valuation. We need to remember that Company B does not pay a dividend, whereas Company A pays $1 per share in dividends each year. Shareholders can reinvest that dividend to generate additional returns.

Let’s assume that an investor can make 10% a year from reinvesting the dividend collected from Company A. Here is how much the investor “earns” from being a shareholder of Company A compared to Company B after reinvesting the dividends earned each year:

The table just above shows that investors can earn more from investing in Company A and reinvesting the dividends than from investing in Company B. Company B’s return on retained capital is lower than the return we can get from reinvesting our dividends. In this case, we should pay less for Company B than Company A.

Retaining earnings to grow a company can be a powerful tool. But using that retained earnings effectively is what drives real value to the shareholder.

High-return companies

Conversely, investors should pay a premium for a company that generates a higher return on retained capital. Let’s look at another example.

Companies C and D both will generate $1 per share in earnings this year. Company C reinvests all of its earnings to generate a 10% return on retained capital. Company D, on the other hand, is able to generate a 20% return on retained capital. However, Company D only reinvests 50% of its profits and returns the rest to shareholders as dividends. The table below shows the earnings per share of both companies in the next 5 years:

As you may have figured, both companies are growing at exactly the same rate. This is because while Company D is generating double the returns on retained capital, it only reinvests 50% of its profit. The other 50% is returned to shareholders as dividends.

But don’t forget that investors can reinvest Company D’s dividends for more returns. The table below shows what shareholders can “earn” if they are able to generate 10% returns on reinvested dividends:

So while Companies C and D are growing at exactly the same rates, investors should be willing to pay a premium for Company D because it is generating higher returns on retained capital.

How much of a premium should we pay?

What the above examples show is that growth is not the only thing that matters. The cost of that growth matters more. Investors should be willing to pay a premium for a company that is able to generate high returns on retained capital.

But how much of a premium should an investor be willing to pay? We can calculate that premium using a discounted cash flow (DCF) model.

Let’s use Companies A, B, C, and D as examples again. But this time, let’s also add Company E into the mix. Company E reinvests 100% of its earnings at a 20% return on retained capital. The table below shows the earnings per share to each company’s shareholders, with dividends reinvested:

Let’s assume that the reinvestment opportunity for each company lasts for 10 years before it is exhausted. All the companies above then start returning 100% of their earnings back to shareholders each year. From then on, earnings remain flat. As the dividend reinvestment opportunity above is 10%, we should use a 10% discount rate to calculate how much an investor should pay for each company. The table below shows the price per share and price-to-earnings (P/E) multiples that one can pay:

We can see that companies with higher returns on retained capital invested deserve a higher P/E multiple. In addition, if a company has the potential to redeploy more of its earnings at high rates of return, it deserves an even higher valuation. This is why Company E deserves a higher multiple than Company D even though both deploy their retained capital at similar rates of return.

If a company is generating relatively low returns on capital, it is better for the company to return cash to shareholders in the form of dividends as shareholders can generate more returns from redeploying that cash elsewhere. This is why Company B deserves the lowest valuation. In this case, poor capital allocation decisions by the management team are destroying shareholder returns even though the company is growing. This is because the return on retained capital is below the “hurdle rate” of 10%.

Real-life example #1

Let’s look at two real-life examples. Both companies are exceptional businesses that have generated exceptional returns for shareholders.

The first company is Constellation Software Inc (TSE: CSU), a holding company that acquires vertical market software (VMS) businesses to grow. Constellation has a remarkable track record of acquiring VMS businesses at very low valuations, thus enabling it to generate double-digit returns on incremental capital invested.

From 2011 to 2021, Constellation generated a total of US$5.8 billion in free cash flow. It was able to redeploy US$4.1 billion of that free cash flow to acquire new businesses and it paid out US$1.3 billion in dividends. Over that time, the annual free cash flow of the company grew steadily and materially from US$146 million in 2011 to US$1.2 billion in 2021.

In other words, Constellation retained around 78% of its free cash flow and returned 22% of it to shareholders. The 78% of free cash flow retained was able to drive a 23% annualised growth in free cash flow. The return on retained capital was a whopping 30% per year (23/78). It is, hence, not surprising to see that Constellation’s stock price is up by around 33 times since 2011.

Today, Constellation sports a market cap of around US$37 billion and generated around US$1.3 billion in free cash flow on a trailing basis after accounting for one-off working capital headwinds. This translates to around 38 times its trailing free cash flow. Is that expensive?

Let’s assume that Constellation can continue to reinvest/retain the same amount of free cash flow at similar rates of return for the next 10 years before reinvestment opportunities dry out. In this scenario, we can pay around 34 times its free cash flow to generate a 10% annualised return. Given these assumptions, Constellation may be slightly expensive for an investor who wishes to earn an annual return of at least 10%. 

Real-life example #2

Simulations Plus (NASDAQ: SLP) is a company that provides modelling and simulation software for drug discovery and development. From FY2011 to FY2022 (its financial year ends in August), Simulations Plus generated a total of US$100 million in free cash flow. It paid out US$47 million in dividends during that time, retaining 53% of its free cash flow.

In that time period, Simulations Plus’s free cash flow per share also grew from US$0.15 in FY2011 to US$0.82 in FY2022. This translates to 14% annualised growth while retaining/reinvesting just 53% of its free cash flow. The company’s return on retained capital was thus 26%.

Simulations Plus’s stock price has skyrocketed from US$3 at the end of 2011 to US$42 today. At the current price, the company trades at around 47 times trailing free cash flow per share. Is this expensive?

Since Simulations Plus is still a small company in a fragmented but growing industry, its reinvestment opportunity can potentially last 20 years. Let’s assume that it maintains a return on retained capital of 26% and we can reinvest our dividends at a 10% rate of return. After 20 years, the company’s reinvestment opportunity dries up. In this scenario, we should be willing to pay around 44 times its annual free cash flow for the business. Again, today’s share price may be slightly expensive if we want to achieve a 10% rate of return.

The bottom line

Investors often assume that we should pay up for a faster-growing business. However, the cost of growth matters. When looking at a business, we need to analyse the company’s growth profile and its cost of growth.

The reinvestment opportunity matters too. If a company has a high return on retained capital but only retains a small per cent of annual profits to reinvest, then growth will be slow.

Thirdly, the duration of the reinvestment opportunity needs to be taken into account too. A company that can redeploy 100% of its earnings at high rates of returns for 20 years deserves a higher multiple than one that can only redeploy that earnings over 10 years.

Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I do not have a vested interest in any stocks mentioned. Holdings are subject to change at any time. 

What Makes Some Serial Acquirers So Successful

What makes serial acquirers such as Berkshire Hathaway so successful?

Serial acquirers are companies that acquire smaller companies to grow and they can make for excellent investments. They use the cash flow produced by each acquisition to buy even more companies, repeating the process and compounding shareholder value.

There are many serial acquirers that have been hugely successful. The best-known of them is Warren Buffett’s Berkshire Hathaway. But there are others who have been tremendous successes in their own right.

Markel Corp, for example, is like a mini Berkshire. It is an insurance company at its core, but has used its profit and insurance float to acquire numerous companies and build a large public stock portfolio. Over the last 18 years, Markel’s share price has risen by 286%, or 7.8% compounded.

In the software space, Constellation Software has made a name for itself by acquiring vertical market software (VMS) companies. Its targets are usually small but have fairly predictable and recurring streams of cash flow. Constellation Software’s stock price has compounded at 33% over the last 16 years. The total return for shareholders is even higher, as Constellation Software started paying a quarterly dividend a decade ago and has given out three bumper special dividends.

Another great example of a niche serial acquirer is Brown & Brown Inc. Founded way back in 1939, Brown & Brown is an insurance brokerage company that packages and sells insurance products. The industry is highly fragmented but Brown & Brown has grown to become a company that generates billions in revenue each year. The company has done it by acquiring smaller insurance brokerage firms across the USA to build a large presence in the country. In the last 18 years, Brown & Brown’s stock price has grown by 439%, or 9.8% per year. In addition, Brown & Brown’s shareholders have also been receiving a growing dividend each year.

After reading through the success stories, here are some things I noticed that many of these successful serial acquirers have in common.

Buying companies at good valuations

Good returns on capital can be achieved if acquisitions are made at a reasonable valuation. Constellation Software is a great example of a company that makes acquisitions at really reasonable valuations.

The companies acquired by Constellation Software are often not fast-growing. This can be seen in Constellation Software’s single-digit organic growth in revenue; the low organic growth shows that Constellation Software does not really buy fast-growing businesses. But Constellation Software has still managed to generate high returns for its shareholders as it has historically been paying very low valuations for its acquisitions, which makes the returns on investment very attractive. It helps too that the companies acquired by Constellation Software tend to have businesses that are predictable and consistent.

Focusing on a niche

Constellation Software and Brown & Brown are two serial acquiries I mentioned above that focus on acquisitions within a particular field.

Judges Scientific is another company with a similarly focused acquisition strategy – it plays in the scientific instrument space. Specifically, Judges Scientific acquires companies that manufacture and sell specialised scientific instruments. 

Since its IPO in 2004, Judges Scientific has acquired 20 companies and its share price has compounded at 27.9% per year. Its free cash flow has also grown from £0.3 million in 2005 to £14.7 million in 2021. 

Serial acquirers that focus on a special niche have a key advantage over other acquirers as they could become the buyer of choice for sellers. This means they have a higher chance of successfully negotiating for good acquisition terms.

Letting acquired companies run autonomously

Berkshire Hathaway is probably the best known serial acquirer for letting its acquired companies run independently. The trust that Buffett places in the management teams of the companies he buys creates a mutually beneficial relationship.

This reputation as a good acquirer also means Berkshire is one of the companies that sellers want to sell to. Often times sellers will approach Berkshire themselves to see if a deal is possible.

Other than Berkshire, companies such as Constellation Software and Judges Scientific also have a reputation for allowing companies to run independently. Judges Scientific’s top leaders, for instance, may only have two meetings a year with the management teams of its acquired companies and they let them run almost completely autonomously. 

Returning excess capital to shareholders

One of the common traits among all successful companies – be it a serial acquirer or not – is that their management teams emphasise shareholder value creation. This means effective use of capital.

When successful serial acquirers are unable to find suitable uses for capital, they are happy to return excess cash to shareholders. They do not let cash sit idly in the company’s bank accounts. Companies like Brown & Brown, Judges Scientific, and Constellation Software all pay dividends and rarely let excess capital build up unnecessarily on their balance sheets.

Final thoughts

Serial acquirers can be great investments. Those that are successful are usually great stalwarts of capital. While no single acquisition is the same, the thought process behind the acquisitions is repeatable. With a structured approach to acquisitions, these serial acquirers are able to repeatedly make good acquisitions to grow shareholder value. And when there are insufficient acquisition targets available, successful companies are not afraid to put their hands up and return excess capital to shareholders.

When you invest in a serial acquirer, you are not merely investing in a great business but in great managers and great processes that can keep compounding capital at extremely high rates of return for years to come.


Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I have a vested interest in Markel Corp. Holdings are subject to change at any time.

When Should Companies Buy Back Their Shares?

The scenarios in which share buybacks make sense.

Stocks have taken a beating this year, to say the least. The S&P 500 is down around 19% year-to-date while the NASDAQ has slumped by around 30%. Many high-growth stocks have fallen even harder than that and it is not uncommon to find stocks that are down more than 80% this year.

While these declines are painful, a downturn in stock prices does provide a potential upside: The opportunity to conduct cheap buybacks. Low stock prices mean that companies can buy back their shares at relatively cheaper levels. When done at the right prices, share buybacks can be highly value-accretive for a company’s shareholders.

Measuring the impact of share buybacks

Buybacks reduce the number of shares outstanding. A company’s future cash flows are, hence, divided between fewer shares, leading to more cash flow per share in the future. But it comes at a cost. The cash that’s used to buy back stock could have been used to pay a dividend to shareholders instead. So how do share buybacks impact the long-term shareholder?

To better appreciate what happens when a company buys back its own stock, let’s examine a simple example. Let’s assume that Company A generates $100 in free cash flow per year for 10 years before it stops operating. The company has 100 shares outstanding, so it essentially generates $1 per share in free cash flow for 10 years. Let’s imagine two different scenarios.

In Scenario 1, Company A decides to pay all its free cash flow to shareholders each year. Hence, shareholders will receive $1 per share in dividends each year for 10 years. In Scenario 2, Company A decides that it wants to buy back its shares after the first year. Let’s say its stock price is $5. Therefore, Company A can use its $100 in free cash flow in year 1 to buy back and retire 20 shares, leaving just 80 shares outstanding. From year 2 onwards, Company A decides that it will start returning its cash flow to shareholders through dividends. The table below shows the dividends received by shareholders in the two different scenarios.

In scenario 1, shareholders were paid $1 per share every year starting from the end of the first year. In scenario 2, shareholders were not paid a dividend at the end of the first year, but were paid more for each subsequent year.

We can measure the present value of the two streams of dividends using a discounted cash flow analysis. Using a 10% discount rate, the dividends in Scenarios 1 and 2 have a net present value of $6.14 and $6.54, per share, respectively. In Scenario 2, shareholders were rewarded with better value over the 10 year period even though they had to wait longer before they could receive dividends.

When buybacks destroy value

In the earlier example, Company A created value for shareholders by buying back shares at $5 a share.

But let’s now imagine a third scenario. In Scenario 3, Company A’s stock price is $7.50 and it decided to conduct a share buyback using all its cash flow generated after the first year. Company A, therefore, spent its first $100 in free cash flow to buy back 13 shares, leaving the company with 87 shares outstanding. The table below shows the dividends received in all three scenarios.

In Scenario 3, because shares were bought back at a higher price, fewer shares were retired than in Scenario 2 (13 versus 20). As such, Company A’s dividend per share in subsequent years only increased to $1.15. The net present value of Scenario 3’s dividends, using the same 10% discount rate, is only $6.04. This is actually lower than in Scenario 1 when no buybacks were done. 

This demonstrates that buybacks are only value-enhancing when done at the right price. If the required rate of return is 10%, buybacks in the example above should only be done below the net present value per share of $6.14 if no buybacks were done.

Applying this to a real-world example

We can use this framework to assess if companies are making the right decision to buy back their shares. Let’s use the video conferencing app provider Zoom as a case study. Zoom started buying back its shares this year even as its stock price tanked.

In the first three quarters of its fiscal year ending 31 January 2023 (FY2023), Zoom repurchased 11 million shares for US$991 million. This works out to an average share price of approximately US$90 per share.

The table below presents my estimate of Zoom’s future free cash flow per share. I made the following assumptions:

  • Revenue grows at 10% for the first few years before growth tapers off slowly to 0% after 15 years. 
  • The free cash flow margin improves from 27% currently to 45% over time. 
  • Dilution from stock-based compensation is 3% a year
  • Zoom stops operating after 50 years
  • Its revenue starts to decline in the last seven years of its life

The table above shows the free cash flow per share generated by Zoom in each year under the assumptions I’ve made. Using a 10% discount rate and including current cash on hand (that can be used for buybacks or returned as dividends) of around US$18 per share, Zoom’s net present value per share works out to around US$112.

Recall that Zoom was buying back its shares at an average price of US$90 a piece. Under my assumptions, Zoom’s buybacks are value-accretive to shareholders.

Time to shine

Buybacks can be tricky to analyse. Although buybacks delay the distribution of dividends, they can result in value accretion to shareholders if done at the right price. With the stock prices of many companies falling significantly this year, buybacks have become a potential source of value enhancement for shareholders.

But remember that not all buybacks are good. We need to assess if management is buying back shares because the shares are cheap or if they are doing it for the wrong reasons. With stock prices down and the capital markets tight, I believe that this is a time when good capital allocation is essential. A management team that is able to allocate capital efficiently will not only cause its company to survive the downturn but potentially create tons of value for shareholders.


Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I currently have a vested interest in Zoom. Holdings are subject to change at any time.

The Drawbacks of Stock-based Compensation

Stock-based compensation conversation gets pushed to the back when stock prices are rising but problems start to creep up when stock prices tank.

Stock-based compensation (SBC), where a company pays its employees partly with shares, is table stakes when attracting talent for growing companies. And for good reason too.

Employees value SBC as it allows them to profit from a potential rise in a company’s stock price. From a shareholder perspective, SBC is also useful as it aligns employees’ interests with theirs. This is critical for high-level management who make executive decisions in a company; the idea is that executives who earn SBC will make decisions that drive shareholder value.

In addition, using shares instead of cash for compensation also improves a company’s cash flow. For cash-strapped businesses, SBC can be a good way to attract talent without breaking the bank.

But SBC is not without its drawbacks. This is becoming more apparent in recent times as stock prices of many fast-growing companies fall.

How does SBC work?

Before discussing some of the drawbacks of SBC, I’ll first quickly go through how SBC works. There are a few types of SBC. The most common forms of SBC that I’ve seen so far are restricted stock units (RSUs) and options.

RSUs are shares that are given to employees over a period of time. They are typically granted when an employee initially signs for a company or renews an employment contract. These RSUs vests over a few years. For example, an employee may start his employment at a company and be granted 100 RSUs that vest over four years. Essentially, the employee will get 25 shares of the company every year for four years.

The other common form of SBC is options. Options give the employee the right to buy shares of the company at a pre-determined price. Employees are also typically given options that vest over a number of years. For example, an employee may be given 100 options, with an exercise price of $100 per option, that vests over four years. This means that in each year, the employee will collect 25 options and he or she can decide whether to exercise the option and convert it into shares. The employee will need to pay the company $100 in exchange for the shares. If the share price is more than $100 in the open market, the employee can sell the shares and pocket the difference.

What’s the real cost?

Although SBC does not result in any cash expense for a company, it does have a cost – shareholder dilution.

This is because by giving away new shares to employees, the total number of the company’s outstanding shares increases. The higher number of shares outstanding means existing shareholders now own a smaller cut of the pie.

For instance, as of 30 September 2022, Palantir had around 2.08 billion shares outstanding. However, it also had around 331 million unvested or unexercised options and 131 million unvested RSUs. When vested (and if exercised), the outstanding share count will increase by 22%. Ultimately, what this means is that Palantir’s economics will have to be split among 22% more shares and each share will be entitled to lesser economics. 

When stock prices fall, employees are unhappy

SBC is designed to reward employees when stock prices rise. It also encourages employees to stay with the company in order to collect the RSUs and options that vest over time. But when stock prices fall, these RSUs are worth less and there is less incentive to stay.

For example, in March of 2021, Okta’s president of field operations, Susan St Ledger, was given 43,130 RSUs that vest over four years. At the time, Okta’s stock price was around $228; today, it’s around $67. St Ledger has around 26,956 RSUs that have yet to vest. At the time of the grant, these unvested RSUs were worth $6.1 million. Today, her remaining unvested RSUs are worth just $1.8 million.

Okta announced recently that St Ledger is retiring. Although there are many possible reasons for her retirement, the decline in value of her unvested RSUs may have played a role in her decision.

Making up for shortfalls

As shown above, falling stock prices can have a big impact on the actual dollar value of unvested RSUs. To retain existing employees, some companies may opt to increase the number of RSUs that employees receive in order to make up for the decline in the dollar value of the unvested RSUs.

Zoom is one company I know of that has done just that. In its latest annual report, Zoom said, “In October 2021, we added a feature to new and existing stock awards that provide employees with additional awards based on certain stock price criteria.” The key word here is “existing“.

In typical employee contracts, the company is not required to increase the number of RSUs if the stock price falls. This is supposed to be the risk to employees for agreeing to SBC, and employees are meant to be impacted by lower SBC, which should drive them to work harder to increase the company’s stock price. But Zoom decided to step in to make up for the loss in RSU value by increasing the number of shares paid to employees over and above what was previously agreed.

Zoom has a reputation for emphasising employee welfare and pay packages are undoubtedly part of that equation. But retroactively increasing RSU grants is at the expense of shareholders who are getting more dilution in the process.

Offering more stock to new hires

Besides increasing the number of RSUs initially agreed upon for existing employees, companies need to offer higher number of shares to attract new talent and as “stock refreshers” to retain employees.

Let’s say a potential new hire wants a pay package that includes $100,000 worth of RSUs per year. If the stock price is $100 per share, the company would need to offer the employee 1000 RSUs per year. But if the stock is only trading at $50, the company will need to offer the employee 2,000 RSUs per year. This will lead to two times more dilution.

Unfortunately for shareholders, this is exactly what is happening to many companies in the stock market today. Take Facebook’s parent company, Meta, for instance. The total value of RSUs granted in the first nine months of 2022 and 2021 were around US$20 billion and US$16 billion, respectively, at each grant date. This only a 22% increase in dollar value.

But the true cost is the number of RSUs granted. In the first 9 months of 2022, Meta granted close to 100 million RSUs, while in the same period in 2021, Meta awarded 53 million RSUs. This is an 86% increase.

The discrepancy between the increase in value versus the increase in the number of RSUs is because the weighted average grant price in the first nine months of 2022 was US$201 compared to US$305 in the first nine months of 2021. The lower stock price meant that Meta needed to promise more RSUs to provide the same dollar-value compensation to employees.

As you are familiar with by now, more RSUs granted means more dilution down the road. And it may get worse. Meta’s stock price has fallen to around US$123 as of the time of writing, which will result in even more RSUs needing to be offered to match the dollar value of compensation.

And it’s not just Meta that is facing this issue. Companies like Zscaler, Snowflake, Netflix, Okta, Docusign, Amazon, Shopify, and many more have all granted multiples more RSUs and/or options so far this year compared to a year ago.

Final thoughts

SBC is a difficult topic to fully understand. Although it’s not a cash expense, it does have a very real impact on shareholders as it ultimately results in shareholders’ split of profits being diluted down.

When stock prices are high, dilution from SBC is low and it’s not too concerning. But when stock prices are low like today, dilution from SBC can become a real problem.

This issue should not be lost on investors. We need to monitor how our companies handle this issue and whether they are doing the fiscally responsible thing for shareholders.

In my view, SBC should be reserved for executive management who make important decisions for the company and its shareholders. Other employees should be paid less in SBC and predominantly or exclusively in cash, especially when the company has sufficient cash. Employees who want stock can use cash compensation to buy stock on the open market. This reduces dilution to shareholders. This is particularly important when stock prices are low and somewhat undervalued. Companies should be trying to buy back shares at these prices rather than issuing new shares.

Although the increase in SBC is leading to more dilution, it is not totally out of control yet. For example, Meta’s dilution (the number of grants awarded against the number of outstanding shares) this year is still only in the low single-digit percentage range.

But companies need to start being more prudent with their SBC before dilution gets out of hand. I believe that businesses that are able to find the right balance in times such as these will likely be the big winners once this downturn is over.


The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. Of all the companies mentionedI currently have a vested interest in Meta, Docusign, Amazon, Okta, Zoom, Shopify and Netflix. Holdings are subject to change at any time.

Singapore Airlines Is Redeeming The First Tranche of MCBs – Is That Good For Shareholders?

SIA shareholders were treated to the news that the company was in a position to redeem the first tranche of MCBs. Here’s what that means for shareholders.

Singapore Airlines (SGX: C6L), or SIA, will be redeeming its first tranche of mandatory convertible bonds (MCBs).

These bonds were issued by the airline merely 2.5 years ago in 2020, near the peak of COVID-19 lockdowns. Back then, SIA had to pause most of its operations as passenger air travel was severely restricted due to the pandemic. Cash was short for SIA and it desperately needed to raise money. But things have improved significantly for the company this year as it reported a record profit in the first half of FY23 and free cash flow was also comfortably positive. 

With its finances moving in the right direction, SIA’s management has decided that redeeming the airline’s first tranche of MCBs would benefit its shareholders. In this article, I explore whether the airline is making the right decision.

First, is redeeming the MCBs a good use of capital?

In my view, the short answer is yes. The MCBs are a costly source of capital for SIA and redeeming them early will save the company significant money. 

The MCBs are zero-coupon bonds but have a set annual yield that starts at 4% before rising to 5%, and then 6% (head here for more detail on the MCBs). What this means is that the longer the MCBs are left unredeemed, the more expensive it becomes for SIA to redeem them in the future.

Moreover, if left unredeemed for 10 years, these MCBs will automatically convert to shares. The conversion price of the shares is S$4.84 at the end of the 10-year mark, which is lower than SIA’s current share price. (A low conversion price is bad for shareholders as it means more shares are issued leading to more heavy dilution.) Bear in mind, the conversion price is not based on the principle paid. It is based on the principle plus the accumulated yield.

If converted to shares, the MCBs will heavily dilute SIA’s current shareholders, leaving them with a smaller stake in the entire company. 

All of these lead me to conclude that redeeming the MCBs now seems like an efficient use of capital by SIA on behalf of its shareholders.

But should SIA conserve cash instead?

SIA has a history of producing irregular free cash flow.

I looked at 15 years’ worth of financial data for SIA (starting from 2007) to calculate the total free cash flow generated by the company. In that period, SIA generated a total free cash flow of a negative S$3 billion. Yes, you read that right – negative free cash flow.

In 15 years of operation, instead of generating positive cash flow that can be returned to shareholders, SIA actually expended cash.

This is mostly due to the high capital expense of maintaining its aircraft fleet. Capital expenditure for the expansion of SIA’s business was only S$5.6 billion, meaning the value of its fleet only increased by S$5.6 billion.

I say “only” because even if I exclude the expansion capital expenditure, SIA only generated S$2.6 billion in total free cash flow over 15 years. This is an average free cash flow of just S$174 million per year. Keep in mind that this free cash flow was generated off of a sizeable net PPE (plant, property, and equipment) base of around S$14 billion in 2007. The free cash flow generated is a pretty meagre return on assets.

What this shows is that SIA is a business that struggles to generate cash even if it is not actively expanding its fleet. This said, SIA does have a significant amount of cash on hand now.

With the cash raised over the past two years and the strong rebound in operations, SIA exited the September quarter this year with S$17.5 billion in cash. Redeeming its first tranche of MCBs will cost SIA around S$3.8 billion, around a fifth of its current cash balance.

The airline also has a relatively young fleet of planes now, which means its net capital expenditure requirement for maintenance is going to be relatively low in the near future, which should lead to higher free cash flows in the next few years.

And with the global recovery in air travel as countries around the world get a better handle on COVID-19, SIA’s operating cash flow is also likely to remain positive this year.

As such, I think it is fair to say that SIA does have the resources to retire the first tranche of its MCBs pretty comfortably despite its business’s poor historical ability to generate cash. 

Can it retire the 2021 tranche of MCBs?

This brings us to the next question: Can SIA retire the second tranche of its MCBs which were issued in 2021? To recap, besides the S$3.5 billion raised in 2020 via the issuance of MCBs, SIA raised a further S$6.5 billion through this second tranche of MCBs in 2021.

Including interest, the total outlay to redeem the second tranche of MCBs will be slightly more than $6.5 billion (depending on when exactly SIA redeems the MCBs). 

After redeeming the first tranche of its MCBs, SIA will be left with S$13.7 billion in cash. But the airline also has S$15.8 billion in debt (including long-term liabilities), which means it will have net debt (more debt than cash) of around $2.1 billion.

Bear in mind that the MCBs are not considered debt according to SIA’s books. Instead, they are considered equity as they have a feature where they are “mandatorily converted” in 10 years. So the debt on SIA’s balance sheet are additional borrowings which will eventually need to be repaid or refinanced. Given the small net cash position, I don’t think SIA should stretch its balance sheet to pay back the second tranche of MCBs yet.

SIA executives should also have wisened up to the fact that the company should keep some cash in its coffers to avoid another situation where they have to raise capital through the issuance of stock at heavily discounted prices (which happened during COVID-19) or through borrowing at usurious terms. A secondary offering or expensive debt in troubled times will be much more costly to shareholders than the MCBs.

The bottom line

All things considered, I think it is a good move by SIA’s management to redeem the first trance of the airline’s MCBs. The MCBs are an expensive source of capital and retiring them early will benefit SIA’s shareholders. The airline is also in a comfortable financial position to do so.

But the second tranche of MCBs is a different story altogether. After redeeming the first trance, and given SIA’s history of lumpy and meagre cash flow generation, I don’t think management will be willing to stretch its balance sheet to redeem the second tranche of MCBs just yet. 

It is worth mentioning that SIA also decided to start paying a dividend again. I would have thought that management would prefer to retire the airline’s second tranche of MCBs before dishing out excess cash to shareholders.

One needs to remember that despite its poor cash flow generation in the past 15 years, SIA still paid dividends nearly every year. In hindsight, this was a mistake by management as the distributed cash would have been better off accumulated on the airline’s balance sheet to tide it through tough times such as during the COVID pandemic. 

Ultimately, SIA paid dividends in the past 15 years, only to claw back all of the money (and more) from shareholders by issuing shares in 2020. This was certainly a case of one step forward, two steps back, for shareholders. Let’s hope for the sake of shareholders that history doesn’t repeat itself.

Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I don’t have a vested interest in any company mentioned. Holdings are subject to change at any time.

What Warren Buffett Saw In See’s Candy

See’s Candy taught Warren Buffett and Charlie Munger invaluable lessons about investing.

See’s Candy, a simple chocolate manufacturer, was a transformative acquisition for Warren Buffett. 

Through the company, Buffett and his long-time partner, Charlie Munger, gained lessons that have shaped the fortunes of their investment conglomerate, Berkshire Hathaway, for the better. Here’s Buffett, from Berkshire’s 2014 shareholder’s letter:

The year 1972 was a turning point for Berkshire (though not without occasional backsliding on my part – remember my 1975 purchase of Waumbec). We had the opportunity then to buy See’s Candy for Blue Chip Stamps, a company in which Charlie, I and Berkshire had major stakes, and which was later merged into Berkshire.

See’s was a legendary West Coast manufacturer and retailer of boxed chocolates, then annually earning about [US]$4 million pre-tax while utilizing only [US]$8 million of net tangible assets. Moreover, the company had a huge asset that did not appear on its balance sheet: a broad and durable competitive advantage that gave it significant pricing power. That strength was virtually certain to give See’s major gains in earnings over time. Better yet, these would materialize with only minor amounts of incremental investment. In other words, See’s could be expected to gush cash for decades to come.

The family controlling See’s wanted [US]$30 million for the business, and Charlie rightly said it was worth that much. But I didn’t want to pay more than $25 million and wasn’t all that enthusiastic even at that figure. (A price that was three times net tangible assets made me gulp.) My misguided caution could have scuttled a terrific purchase. But, luckily, the sellers decided to take our [US]$25 million bid.

To date, See’s has earned [US]$1.9 billion pre-tax, with its growth having required added investment of only [US]$40 million. See’s has thus been able to distribute huge sums that have helped Berkshire buy other businesses that, in turn, have themselves produced large distributable profits. (Envision rabbits breeding.) Additionally, through watching See’s in action, I gained a business education about the value of powerful brands that opened my eyes to many other profitable investments.”

The US$25 million that Buffett and Munger paid in 1972 to acquire See’s gave them a company that had generated a collective US$1.9 billion in pre-tax earnings by 2014. But that’s not at all. See’s provided cash flow for Buffett and Munger to make other profitable investments; through first-hand observation of See’s operations and results, they also learnt about the true value of businesses with powerful brands.

I recently came across an old annual report of See’s from a tweet made by a Twitter user with the username of Turtle Bay. The report, which showed See’s financials from 1960 to 1971 (see Table 1 below), is possibly the last annual report the chocolate maker published before its acquisition by Buffett and Munger. Given the importance of See’s in the folklore of Berkshire, I wanted to study See’s historical financials to better understand what Buffett and Munger saw in the company.

Table 1; Source: Turtle Bay tweet 

Here’s what I gathered from Table 1:

  • See’s revenue was not growing rapidly, but the growth profile was smooth
  • Its gross margin was respectable throughout and had increased from 47% to 54%; the same goes for its operating margin
  • The chocolate manufacturer’s net profit, much like its revenue, showed consistent growth, and the net profit margin climbed from 5.1% to 7.8% (see Table 2 below)
  • See’s did not dilute its shareholders as its shares outstanding did not change in any year from 1960 to 1971
  • See’s steadily increased its dividend while keeping its payout ratio sustainable (never crossing 74%)
  • The balance sheet was rock-solid throughout the entire time frame as See’s debt was either minimal (in 1960) or zero
  • The company had a healthy return on equity in every year – never falling below 13.3%, and averaging at 15.8% – as shown in Table 2
Table 2; Source: Turtle Bay tweet

See’s success after Buffett’s purchase was by no means a guarantee. A fascinating 1972 letter Buffett sent to See’s then leader, Charles Huggins, after the acquisition closed detailed the tenets that Buffett wanted See’s to adhere to:

  • Maintain strict control over merchandising conditions, with a focus on creating an image in consumer’s minds that See’s Candy products are special
  • Educate consumers on the unique legacy of See’s Candy (this also helps with fostering the positive impression on consumers that Buffett wants)
  • Creation of product scarcity in terms of timing and geography, again to maintain the quality of See’s image with consumers

If See’s had failed to follow Buffett’s inputs, its chocolates could easily have become just another commodity as time progressed. See’s subsequent results after 1972 could thus have been far less spectacular than what was actually produced. 

The next time you find any company with similar characteristics as See’s in the 1960s and ‘70s, it’s not a given that it would be a great investment. But at the very least, it would be a company that’s worth a deeper look.  


Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I don’t have a vested interest in any company mentioned. Holdings are subject to change at any time.

What The USA’s Largest Bank Thinks About The State Of The Country’s Economy In Q3 2022

Insights from JPMorgan Chase’s management on the health of American consumers and businesses in the third quarter of 2022.

JPMorgan Chase (NYSE: JPM) is currently the largest bank in the USA by total assets. Because of this status, JPMorgan is naturally able to feel the pulse of the country’s economy. The bank’s latest earnings conference call – for the third quarter of 2022 – contained useful insights on the state of American consumers and businesses. The bottom-line is this: (1) Consumer spending is still healthy, but there are risks on the horizon; (2) Leaders of small businesses are getting concerned about the macro-economic environment; and (3) Businesses and consumers are still in good financial health.  

What’s shown between the two horizontal lines below are quotes from JPMorgan’s management team that I picked up from the call.


1. Consumer spending and consumer cash levels are still strong

Nominal spend is still strong across both discretionary and nondiscretionary categories, with combined debit and credit spend up 13% year-on-year. Cash buffers remain elevated across all income segments.

2. But consumer spending is growing faster than income, so deposits continue to fall, especially for lower income groups

However, with spending growing faster than income, we are seeing a continued decrease in median deposits year-on-year, particularly in the lower income segments. 

3. Small businesses are increasingly worried about the macro environment

And not surprisingly, small business owners are increasingly focused on the risks and the economic outlook.

4. Auto-loan originations fell sharply

And in Auto, originations were $7.5 billion, down 35%, due to lack of vehicle supply and rising rates.

5. Card delinquencies remain well below pre-COVID levels, but are creeping up

Card delinquencies remain well below pre-pandemic levels, though we continue to see gradual normalization.

6. There’s just no crack in credit performance that JP Morgan’s management is seeing; but they do see some strain on future numbers that are coming from well-known current macro-economic issues

[Question] Would appreciate any perspective in terms of are you beginning to see cracks, either be it commercial, real estate, consumer where it feels like the economic pain from inflation, higher rates is beginning to filter through to your clients?

[Answer] The short answer to that question is just no. We just don’t see anything that you could realistically describe as a crack in any of our actual credit performance. I made some comments about this in the prepared remarks on the consumer side. But we’ve done some fairly detailed analysis about different cohorts and early delinquency bucket entry rates and stuff like that. And we do see, in some cases, some tiny increases. But generally, in almost all cases, we think that’s normalization, and it’s even slower than we expect…

…[Answer] I think we’re in an environment where it’s kind of odd, which is very strong consumer spend. You see it in our numbers. You see it in other people’s numbers, up 10% prior to last year, up 35% pre-COVID. Balance sheets are very good for consumers. Credit card borrowing is normalizing, not getting worse. You might see — and that’s really good. So you go in to recession, you’ve got a very strong consumer. However, it’s rather predictable if you look at how they’re spending and inflation. So inflation is 10% reduces that by 10%. And that extra cap — money they have in the checking accounts will deplete probably by sometime midyear next year. And then, of course, you have inflation, higher rates, higher mortgage rates, oil volatility, war. So those things are out there, and that is not a crack in current numbers. It’s quite predictable. It will strain future numbers.

7. JPMorgan’s CEO, Jamie Dimon, thinks conditions today are the same compared to a few months ago, when he commented that a “hurricane” was coming 

[Question] Let’s just cut to the chase. So where are you versus 3 months ago? I mean, is it — you certainly got headlines with the hurricane comment and all that. And it’s — look, like as you said, you have Fed tightening, QT, tighter capital rules for banks. You have like the trifecta of tightening by the Fed and then you have wars and everything else. So I don’t think that even stock market supports your view and about all the risks out there, but are things better or worse or the same as they were 3 months ago?

[Answer] They’re roughly the same. We’re just getting closer to what you and I might consider bad events. So — in my hurricane, I’ve been very consistent, but looking at probabilities and possibilities. There is still, for example, a possibility of a soft wind. We can debate. We think that percentage of yours might be different than mine, but there’s a possibility of a mild recession. Consumers are in very good shape, companies are in a very good shape. And there’s possibility of something worse, mostly because of the war in Ukraine and oil price and all things like that. Those — I would not change my possibilities and probabilities this quarter versus last quarter for me…

8. Mortgages and auto loans expected to decline further

I mean look at the volumes and mortgage have dropped and cars quota have dropped and stuff like that. And that’s already in our numbers, and we would expect that to continue that way.

9. Jamie Dimon summarising the state of things: The overall picture looks good, but dark clouds are gathering on the horizon

In the U.S., consumers continue to spend with solid balance sheets, job openings are plentiful and businesses remain healthy. However, there are significant headwinds immediately in front of us – stubbornly high inflation leading to higher global interest rates, the uncertain impacts of quantitative tightening, the war in Ukraine, which is increasing all geopolitical risks, and the fragile state of oil supply and prices. While we are hoping for the best, we always remain vigilant and are prepared for bad outcomes so we can continue to serve customers even in the most challenging of times.


Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I don’t have a vested interest in any company mentioned. Holdings are subject to change at any time.

Quality Thoughts From A Quality Investor

I’ve read about the investment firm First Eagle Investments and its legendary portfolio manager, Jean-Marie Eveillard, many years ago. But I was not familiar with Matthew McLennan, currently an important leader in First Eagle’s stock market investment team, until I came across his interview with William Green for the Richer, Happier, Wiser podcast series on The Investor’s Podcast Network.

During their nearly two-hour conversation, McLennan and Green covered plenty of high–quality ground and I had many takeaways that I wish to share. Here goes!

Using gardening as an analogy for the importance of having a long-term mindset in stock market investing

McLennan: I mentioned that my grandfather was a gardener and he passed that skill on to my mother and this little home that we built, she was an ardent gardener in this home. As a child, I always wondered why she went to the effort because there was always some issue. There were drought conditions or the bamboo root would spread to somewhere where it wasn’t meant to be or there was some weird fungus or virus. She was always having troubles.

Whereas, there’s a gentleman who lived next to us who mow his lawn every week and it just looked pristine and clean. We had another house behind us at the bottom of the rainforest where he just lived amidst the rainforest. I didn’t realized the wisdom of my mother’s long-term strategy when I came back to the house some 20 years later with children, my children. The garden had really grown into this resplendent beautiful space. It had been selectively curated over time. Whereas, the house next to me was still being mowed. The lawn was still being mowed every week. But there was nothing to show for all of this activity. He was like the active manager turning over the portfolio once a week.

The gentleman who’d had his house down the hill behind us had some fire damage I heard at some point. The passive strategy of just letting the forest go around you wasn’t necessarily the safe strategy my mother had worked in all of these fire buffers and things. Selectively curating something and letting time take its course is something that doesn’t seem like a very well-rewarded activity in the short term. When you step back and let time play out, it can be very rewarding.

The scientific principle of entropy is a useful framework for thinking about the longevity of companies

McLennan: Entropy is probably one of the few absolute truths. It’s a second law of the thermodynamics that any form of order is essentially transient. And perhaps it’s the fight against entropy that’s sort of gotten me interested in old master art or great wine that can survive for generations, from vineyards that have been planted for generations, or a business that has a slow fade rate relative to the typical business.

But if you think about the economy as an ecosystem, rather than as machine, productivity happens every year, productivity growth, and over the last century, we’ve grown productivity close to 2% a year. But the dark symmetry of productivity is that the existing pool of companies won’t control a future profit pool in perpetuity. New businesses get created that chip away at the margins at existing incumbency. And so entropy is a fundamental principle and investing. And when you go through business school and learn about asset pricing, you’re really only taught to think about beta risk or systemic risk. But idiosyncratic risk is interesting to think about as well.

And in fact, entropy is a form of systemic risk because change in the economy and the overall improvement in the economy imputes that existing companies will grab a smaller share of the future pie given enough time. And so I’ve focused a lot on this question. And the paradox of it is that buying businesses that have been around for a long period of time, that have demonstrated persistence, in some ways, can be a safer strategy than trying to buy a business that’s growing a lot today because many of the businesses that are growing a lot today are in industry verticals where market share positions move around a lot. And so by definition, your ability to capitalize their terminal earnings at any given period of time is low because easy come, easy go, as it would relate to market share shifts.

And so we do like to try and focus on businesses that have a stickiness to their market share over time, high customer retention rates, to try and slow the curve of entropy. And we approach it with a great deal of humility and respect, and we recognize that even our favorite ideas are going to get disrupted at some point or another.

Digital wealth could co-exist with financial assets

McLennan: Most wealth before the industrial revolution was stored in real assets, land, art, precious metals, livestock. And then we created all these financial assets which were essentially the crypto of the time. They were virtual claims. The original companies were beneficial claims of trusts on underlying assets. And so this was kind of arcane and abstract at the time, but financial assets came to coexist alongside real assets. They didn’t disrupt totally, they coexisted.

And if digital assets are another concentric circle around financial assets and real assets, it doesn’t mean that real assets will disappear and it doesn’t mean that all financial assets will disappear. I think what we’re going to see is the emergent coexistence.

Emerging economies often don’t “emerge”; the problems with China’s economy today

McLennan: Well, it’s not clear to me that China will become, and even if it does sustain its position as the world’s largest economy. And I think a lot of people are presuming that will happen, but it’s not clear to me that happens. I think one of the things that’s interesting is if you look at a list of emerging markets and of 50 years ago and look at a list today, very few emerging markets actually emerge.

And there’s a whole host of reasons for this and there’s, in fact, there was an interesting book on this called Why Nations Fail by Robinson and I think Acemoglu MIT economist. And one of the tells of a country that’s managed to sort of grow and benefit from capitalism and the spread of property rights and all those sorts of things. There’s an inherent pluralism and a political process that gives voice to multiple constituencies. And historically at least if you haven’t had that, it’s been difficult to sustain growth to develop market levels. And ultimately if you have some form of authoritarian regime, it’s impeding to the very notion of creative destruction because if there’s a rent seeking regime, it has to retard at some point in time, creative destruction to preserve its own existence.

And so I think if you were to ask if Hayek still lived and you were to ask him, will China become and sustain its position as the world’s largest economy? I think he’d be very weary of making that prediction. And so I think that China is set with quite a few problems right now despite the fact that there are opportunities, this self-inflicted wound with the COVID policy response and the lockdowns. There is dramatic adjustment going on in the real estate sector and that market is very overbuilt. And they had a clamp down on the entrepreneurial class and which has really led to sort a derating of that sector.

Through a study of history, there’s a risk of China and the USA coming into conflict

Green: And you seem pretty concerned as a fan of Thucydides and his views on history, you seem pretty concerned about some kind of mounting inevitability to a conflict between the US and China sort of echoing the Spartan Athenian kind of conflict that we saw thousands of years ago.

McLennan: Well I think if you read Thucydides what’s compelling about it is that it was written before 400 BC and a lot’s changed since then. Obviously technology is dramatically different today from what it was back then. On the other hand, human behavior and human wiring hasn’t changed that much. And I get the analyst on our team to read the book because it shows you the common mistakes that people make. Hubris, dogma, acting with haste. And I use that as a template to get people to think about doing the opposite with their temperament, having humility to accept uncertainty, being a patient investor, being flexible, not dogmatic about just investing in one particular part of the world or one particular industry. 

And so I think there’s a lot we can learn from Thucydides and I think what he showed us is that the fear of war is often the cause of war, and especially when you have two competing regimes. And I certainly hope we don’t see that emerge, but Nancy Pelosi’s visit to Taiwan and the response is clearly flashing some warning signs here that I think we can’t ignore in totality.

How to improve your thinking

McLennan: So I think the first thing is you have to create time to reflect. And it’s easier said than done. We all have busy schedules. We could all spend all of our time doing a subset of our jobs. And so first you just have to, in the mental hierarchy of things, acknowledge that some time spent on reflection is important. And in fact, as I think about it, what, if I were a client? What would I want Matt or any of the team members to be spending their time on? And I’d want them to be spending some meaningful amount of their time on reflection so that they’re seeing the world through a different prism.

The second thing is that it doesn’t happen linearly. Even though I try to religiously schedule some time for reflection on certain days of the week or certain times of the day, reality intervenes frequently. And so you have to squeeze it in while you can but, and it’s not even linear in that context.

So I might go through some years where I’m reading voraciously, I read many books in a year. And then I go through other years where I get into four or five books but I don’t complete any. And I’m actually spending most of my time to your point before raking the zen garden, and trying to order my thoughts. And I do keep many notes that essential attempts to sort distill what I’ve learned from different works and tying it together in a philosophy that makes sense. And sometimes I’ll wake up at five o’clock in the morning and I’ll just spend two hours trying to refine one element of a mental model. And so part of it is creating time to absorb new ideas, many of which have come from great people that you never got the chance to meet, but you can at least read their books.

And the other part that’s equally important is to synthesize. And it’s the same notion if you’re going to visit a company that you, you’re going to Tokyo and visiting a bunch of companies, you have to spend the time preparing for it and the time to make sense of what you’ve learned after the fact. And so it’s not enough just to read a lot. You have to try and think about it and distill it and it’s both of those things.

And then sometimes you just get stuck. You feel like you’re not necessarily making a leap forward in your understanding. I don’t know if you’ve gone through the process of learning another language, often it feels like you get this window of stasis and then all of a sudden in a non-linear way you take a stair step function up and you’re seeing things in a new light.

And so I think often when you’re feeling stuck, it makes sense to do something different, to travel somewhere, to do something physical. I like to play backgammon against the computer from time to time and sometimes it takes doing something different. A friend of mine, Josh Waskin said sometimes the ember needs to withdraw before the flame comes back up. And so I think it’s a combination of all those things, prioritization of reflection, realizing that it’s not just about reading but equal measure must be spent to synthesis and making sense. And then the final thing, recognizing that it’s a kind of step function process where you need time to step outside.

And Lord Dening, one of the great English judges said, “Let not our vision be clouded by the dust of the arena”. Sometimes you’re just too much in the thick of something to make sense of it all and sometimes you’ve got to leave the snow globe, let it settle and then come back. And so those are the ways I try to do it and it feels rather imperfect. I’ve been at this for decades now and I feel like I’m just beginning and I feel like I’m so far behind in so many dimensions that it’s humbling.

How to deal with living in a world of complexity

McLennan: If we go back to Wolfram and complexity theory, something that was just a blinding revelation to me when I read that his book, A New Kind of Science was that he was studying deterministic systems. So what I mean by that, think of an Excel spreadsheet where a cell could be different colors based on the behavior of cells around it, but there’s an underlying formula. And he did thousands and thousands of simulations of what the patterns would be for different formulas.

And what he found was really interesting, which was that only a small fraction of the formulas produced linearity. And most of science is built on regression and looking for linear relationships, but this is the minority of reality. And then there was a bigger subset but still small where there was some sort of nested cyclicality to the patent but not a hundred percent neat.

So I think the business cycle, we know it, there’s an ebb and flow, but we can’t call it precisely. And then the vast majority of the patents of these cellular automata in these spreadsheets were effect, They looked like they were random but they were driven by a given formula. And what’s interesting is if something as linear, you can predict it in the future with a small number of observations. If something has a nested cyclicality with more observations, you can kind of predict the skew in it, but not necessarily exactly where it will be.

But if something’s truly complex, it would take you more observations than actually exist in reality playing out to backwards induce the formula. And he came up with this notion of the computational irreducibility that basically, even though there’s a formula behind the patent, it’s effectively random unless the formula because it would take you more steps to observe it than to figure it out. And so the reason I mentioned this upfront is that number one, there’s a realization that there’s a lot that we can’t know unless you actually know. 


Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I don’t have a vested interest in any company mentioned. Holdings are subject to change at any time.

How Warren Buffett Analysed Lehman Brothers

Warren Buffett rejected Lehman Brothers’ request for financing help during the Great Financial Crisis – here’s how he analysed Lehman back then

A friend of Jeremy and I recently shared a tweet with us from Andrew Kuhn, a partner at the investment firm Focused Compounding, that I found fascinating. It mentioned an interview Warren Buffett did with the Wall Street Journal in 2018 where he explained his reasons for rejecting Lehman Brothers’ plea for financing during the 2008-09 Great Financial Crisis.

Prior to its bankruptcy in September 2008, Lehman Brothers was a storied investment bank that was founded more than a century ago in 1847. Lehman first approached Buffett for help in March 2008. After studying Lehman’s then-latest 10-K – for the financial year ended 30 November 2007 (the 10-K is the annual report that US-listed companies have to file) – Buffett discovered multiple red flags and decided to turn the bank down.

During his interview with the Wall Street Journal, Buffett showed a physical copy of Lehman’s 10-K that he read and made notes on. I managed to find a copy of Buffett’s 10-K and thought it would be an interesting exercise to run through all the pages he marked out as red flags to understand how he analysed Lehman Brothers in 2008.

Before I continue, here are some important things to note:

  • What I’m about to share are merely my interpretations and I make no claim that they accurately portray Buffett’s actual thought process.
  • This is the most complex set of financial statements that I’ve seen since I started investing in 2010 so I might be getting some of the details wrong (it’s also a great reminder for me to proceed with extreme caution when investing in banks!).
  • Kuhn created a video with his colleague, Geoff Gannon, that featured their analysis of Buffett’s copy of Lehman’s 10-K. I watched it while reading the document and it was really helpful for my own understanding of the red flags that Buffett noted.

Buffett’s mark ups: Page 106 & 107

These pages contain Figure 1 below, which shows the high yield bonds held by Lehman in FY2007 and FY2006.

Figure 2; Source: Buffett’s Lehman 10-K

Three things stood out to me: 

  • The high yield bond positions increased significantly by 137% from US$12.8 billion in FY2006 to US$30.4 billion in FY2007. 
  • The increase was a result of Lehman being unable to offload these positions, an indication that perhaps these assets were of poor quality. Per Lehman’s 10-K (emphasis is mine): “The increase in high-yield positions from 2006 to 2007 is primarily from funded lending commitments that have not been syndicated.”
  • The high yield bond positions need to be seen in relation to Lehman’s shareholder’s equity of merely US$22.5 billion in FY2007. If these high yield positions – US$30.4 billion – were to decline sharply in value, Lehman’s shareholder’s equity, and thus financial health, would be in serious trouble.

Pages 106 and 107 also mentioned that Lehman was authorised to buy back up to 100 million shares of itself “for the management of our equity capital, including offsetting dilution due to employee stock awards.” I’m guessing this did not sit well with Buffett from a capital allocation perspective because buying back shares merely to offset dilution is not an intelligent nor prudent use of capital.

Buffett’s mark ups: Page 115

This page is linked to the following passages (empahses are mine): 

We enter into various transactions with special purpose entities (“SPEs”). SPEs may be corporations, trusts or partnerships that are established for a limited purpose. There are two types of SPEs— QSPEs and VIEs.

A QSPE generally can be described as an entity whose permitted activities are limited to passively holding financial assets and distributing cash flows to investors based on pre-set terms. Our primary involvement with QSPEs relates to securitization transactions in which transferred assets, including mortgages, loans, receivables and other financial assets, are sold to an SPE that qualifies as a QSPE under SFAS 140. In accordance with SFAS 140 and FIN-46(R), we do not consolidate QSPEs. We recognize at fair value the interests we hold in the QSPEs. We derecognize financial assets transferred to QSPEs, provided we have surrendered control over the assets.”

What these passages effectively mean is that Lehman had off-balance sheet entities (the QSPEs) that housed certain assets so that they would not show up on Lehman’s own balance sheet. But it was exceedingly difficult to know (1) the value of these assets, (2) what these assets were, and (3) Lehman’s liabilities that were associated with these assets. Buffett might have been worried about the damage these unknowns could wrought on Lehman if trouble manifested in them.

Buffett’s mark ups: Page 125

This page is linked to the following passages (emphases are mine):

Derivatives are exchange traded or privately negotiated contracts that derive their value from an underlying asset. Derivatives are useful for risk management because the fair values or cash flows of derivatives can be used to offset the changes in fair values or cash flows of other financial instruments. In addition to risk management, we enter into derivative transactions for purposes of client transactions or establishing trading positions. The presentation of derivatives in our Consolidated Statement of Financial Position is net of payments and receipts and, in instances where management determines a legal right of offset exists as a result of a netting agreement, net-by-counterparty. Risk for an OTC derivative includes credit risk associated with the counterparty in the negotiated contract and continues for the duration of that contract.

The fair value of our OTC derivative assets at November 30, 2007 and 2006, was $41.3 billion and $19.5 billion, respectively; however, we view our net credit exposure to have been $34.6 billion and $15.6 billion at November 30, 2007 and 2006, respectively, representing the fair value of OTC derivative contracts in a net receivable position after consideration of collateral.”

Lehman had OTC (over-the-counter) derivative assets of US$41.3 billion in FY2007. These assets were problematic because (1) it’s hard to tell what’s in them and thus if Lehman had any counterparty risk, (2) it’s hard to tell what their actual values were since they were traded over-the-counter, and (3) they had more than doubled in value from FY2006 to FY2007. Moreover, Lehman’s shareholder’s equity in FY2007 was just US$22.5 billion, as mentioned earlier. This meant the investment bank did not have much cushion to absorb any significant declines in the value of its OTC derivative assets if they were to occur. 

Buffett’s mark ups: Page 173 & 175

These pages are linked to Figure 2, which shows all the financial instruments and inventory owned by Lehman in FY2007 and FY2006:

Figure 2; Source: Buffett’s Lehman 10-K

I think what troubled Buffett here would be the owned derivatives and other contractual agreements of US$44.6 billion in FY2007. The number was double that of FY2006 and as Figure 3 below illustrates, all of these assets were traded over-the-counter and thus had values that could not be easily determined. Let’s not forget too, that Lehman’s shareholder’s equity – US$22.5 billion in FY2007 – would provide only a thin buffer if any large decline in value for the owned derivatives and other contractual agreements happened. 

Figure 3; Source: Buffett’s Lehman 10-K

Buffett’s mark ups: Page 180

This page is linked to a description of the way Lehman groups its assets based on how their values are derived. Per the 10-K (emphases are mine):

“Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets and liabilities carried at Level I fair value generally are G-7 government and agency securities, equities listed in active markets, investments in publicly traded mutual funds with quoted market prices and listed derivatives.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Fair valued assets and liabilities that are generally included in this category are non-G-7 government securities, municipal bonds, certain hybrid financial instruments, certain mortgage and asset backed securities, certain corporate debt, certain commitments and guarantees, certain private equity investments and certain derivatives.

Level III – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Generally, assets and liabilities carried at fair value and included in this category are certain mortgage and asset-backed securities, certain corporate debt, certain private equity investments, certain commitments and guarantees and certain derivatives.”

Put simply, Lehman had three types of assets: Level I assets had values that were determined simply by publicly-available prices while Level II and Level III assets had values that were determined using management’s inputs. Page 180 is also linked to Figure 4 below:

Figure 4; Source: Buffett’s Lehman 10-K

What Figure 4 shows is that one of Lehman’s single-largest asset categories – mortgage and asset-backed securities – were nearly all Level II and Level III assets. They are thus assets whose prices were not easily determinable by third-parties at that point in time. And their collective value was US$89.1 billion, four times higher than Lehman’s shareholder equity of US$22.5 billion. Buffett might have been worried that Lehman would be wiped out if these assets were to fall by just 25% in value – a distinct possibility given that the US housing market was already shaky back then.

Another aspect of Lehman’s financials linked to Page 180 of its 10-K that might have troubled Buffett is shown in Figure 5: Lehman’s Level III mortgage and asset-backed positions had surged threefold from just US$8.6 billion in FY2006 to US$25.2 billion in FY2007. 

Figure 5; Source: Buffett’s Lehman 10-K

Buffett’s mark ups: Page 184

This page is linked to the following paragraphs (emphases are mine):

“The Company uses fair value measurements on a nonrecurring basis in its assessment of assets classified as Goodwill and other inventory positions classified as Real estate held for sale. These assets and inventory positions are recorded at fair value initially and assessed for impairment periodically thereafter. During the fiscal year ended November 30, 2007, the carrying amount of Goodwill assets were compared to their fair value. No change in carrying amount resulted in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets

Additionally and on a nonrecurring basis during the fiscal year ended November 30, 2007, the carrying amount of Real estate held for sale positions were compared to their fair value less cost to sell. No change in carrying amount resulted in accordance with the provisions of SFAS No. 66, Accounting for Sales of Real Estate, SFAS No. 144, Accounting for Impairment or Disposal of Long Lived Assets, and other relevant accounting guidance. The lowest level of inputs for fair value measurements for Goodwill and Real estate held for sale are Level III.

It turns out that Lehman’s real estate held for sale of US$21.9 billion in FY2007 – first shown in “Buffett’s mark ups: Page 173 & 175” – could have been Level III assets. So the stated value of US$21.9 billion may not have been anywhere close to what these assets could fetch in an open transaction, since the US housing market was already in trouble at that point in time.

Final word

Buffett’s marked-up copy of Lehman’s 10-K contained more pages that he noted down as red flags, such as pages 188, 199, 209, and more. But when I read them, there was nothing that jumped out at me as being highly unusual so I’ve not included them in this article.

Again, everything I’ve shared earlier are merely my interpretations and I make no claim that they accurately portray Buffett’s actual thought process when he studied Lehman’s 10-K. Nonetheless, I found it to be an interesting exercise for myself and I hope you find my takeaways useful too. The biggest lesson I have is that if I were to research a bank, I need to study its footnotes and I should be extremely wary of banks with complex balance sheets that contain a significant amount of assets with questionable values.


Disclaimer: The Good Investors is the personal investing blog of two simple guys who are passionate about educating Singaporeans about stock market investing. By using this Site, you specifically agree that none of the information provided constitutes financial, investment, or other professional advice. It is only intended to provide education. Speak with a professional before making important decisions about your money, your professional life, or even your personal life. I currently do not have a vested interest in any companies mentioned. Holdings are subject to change at any time. Holdings are subject to change at any time.