Notes on the Emergent eSports Industry

The eSports industry has been around for decades. Once thought of derisively as a feel-good appellation for fat nerds with repetitive-use wrist injuries hanging around in their parents’ basements, the competitive aspect of video gaming is developing clout as a wildly popular, professionally organized and truly skilled arena for yet another form of human excellence. And it’s beginning to attract serious athletes and serious money: Michael Jordan and the family office of David Rubenstein announced a $26M investment in aXiomatic in late 2018, and Mike Tyson announced an investment partnership with eSports organization Fade2Karma in May 2019.

With this as background, I recently attended the InvenGlobal eSports Conference 2019 at the University of California, Irvine, hoping to better understand the history, structure, trends and business and investment opportunities of this emergent and rapidly growing industry.

Keynote, Chris Hopper, RIOT Games, Head of ESports North America

The conference kicked off with an informative keynote address by Chris Hopper. Hopper is an integral part of Riot Games’s League of Legends (LoL) tournament organization. LoL is the largest competitive eSports game, going from a rather modest world championship event in 2011 to last year’s championship event which filled a World Cup-sized soccer stadium in South Korea with cheering spectators. The finals competition overall received over 100 million unique global viewers. Based near Los Angeles, Riot Games operates 20 global offices with over 3,000 people supporting regional LoL leagues and the global championship tournament.

One of the critical challenges for the industry according to Hopper is designing a “multi-decade game” ecosystem. The video game industry is notoriously faddish and driven by constant change in underlying computer hardware technology– each year brings upgraded computer capability which drives new design and graphical capabilities which in turn means that even a game with a solid core gameplay mechanic can be superseded by new releases that better utilize emergent technology. In Hopper’s mind, creating a multi-decade franchise means that industry participants can build eSports, media, community and merchandising infrastructure around a single IP, justifying long-term investment commitment.

Another significant challenge is how to harness traditional professional sports dynamics and fandom phenomena with eSports. In this regard, LoL and other popular eSports games have borrowed a lot from the “ESPN playbook”, adapting broadcast production strategies and even professional broadcasting talent from the physical sports world into the eSports broadcasting universe. This developing broadcast strategy unlocks the potential for advertising sponsorships and marketing partnerships with global corporate consumer product brands. For example, LoL partnered with Mastercard to allow fans to receive special game benefits by using a Mastercard to purchase tickets and other broadcast access to LoL events.

ESports organizers are also studying how to create a sustainable team and talent ecosystem. The institution of minimum salaries for LoL players allowed eSports athletes interested in participating as a full-time career to achieve economic security while committing to playing their favorite games for a living. As more players “go pro” and spend more hours playing games, there is also a need for applying sports medicine principles in the areas of sleep, psychology, nutrition and exercise to ensure that athletes do not suffer from burnout.

How to Embrace the Next Gen of eSports Pros

After the keynote I attended a panel about different parts of the player development infrastructure in eSports. One piece of player development revolves around creating an amateur, minor and collegiate league systems to better organize non-professional eSports. The impetus behind league development is not only to create a farm system that can train, identify and procure future professional athletes, but also to create more fans familiar with the competitive nature of eSports. Just like a person who played basketball in high school might become a fan of the NBA even if they don’t play in the NBA, the belief is that creating organized systems for competing at various skill or other demographic levels with video games will lead to more people interested in spectating and following eSports competitions.

Another area getting a lot of attention in player management is professional discipline and sports medicine. Many current eSports pros are young (high school and college age) and have not held professional 9-5 careers prior to their sudden emergence into professional eSports. The novelty of this responsibility combined with the unique physical demands of eSports which lack normal sports body feedback (ie, unsustainable heart rate) but still involve fatigue and overuse can result in the phenomenon known as “burnout”. Many eSports pros emerge onto the scene in a flash of blinding light and just as quickly disappear after a season or two finding the routine too hard to keep up with while living an imbalanced lifestyle.

To address this, sports medicine consultants in cooperation with eSports coaches and team managers have begun recommending specific guidelines for sustainable player development. These include things like daily playtime caps, weight training and other vigorous physical exercises outside or in purpose-built gyms, diet and nutritional standards and even mental health counseling and mindset training. As many eSports athletes are also students, some teams and organizations have taken to providing daily scholastic tutoring to support the players’ intellectual development and to ensure they have a safety net should their eSports ambitions fail to develop successfully.

Interestingly, while most major competitive sports have a farm system in place that necessarily passes through a collegiate competition phase with recognized school teams and pro drafting after school, eSports lacks this. The NCAA recently decided to delay further research into developing an official support structure for eSports, so it’s possible such a system never develops. This may be a unique feature of eSports in which emerging talent can go “straight to the pros”. Regardless, the industry currently lacks rigorous recruitment databases and centralized, authenticated play statistics for players across time and games.

What do eSports Casters Do All Day?

With many interesting panels on offer timed simultaneously, I had trouble picking a follow-up to the eSports development panel but ended up settling on a discussion offering background to the life and career of professional eSports broadcasters. One thing I noticed about the panel was that they were all young, mostly-single men in their early thirties. Not because I was concerned with sexual diversity in the industry (a known point of controversy for social activism panderers) but because it seems that the unique demands of this career track cater to young men who do not need to support other family members.

While eSports broadcasters may only be on air, video or audio podcast, a few hours a day, they all reported spending many hours offline reviewing older video game footage for ideas and inspirations on their broadcasts, taking notes on players and competitive details and even playing the games in question themselves to understand the mechanics and gameplay possibilities to better inform their narration.

As many eSports broadcasters are current or former pro or semi-pro players themselves, another interesting phenomena was the “always on” nature of their work. After turning in an 8 or 10 hour official day, they might stay up another 2-3 hours running their personal Twitch stream, playing the game for and bantering with their personal fans. This not only builds their market value for their “daytime” career but is a source of added revenue and passion.

Most of the panelists reported that the tournament scene is currently fragmented, with numerous operators of varying skill and organizational capabilities hiring broadcasters to help cover their events. The result is a need for a dynamic personality who can go with the flow and maintain professionalism in the face of limited or uncertain information and changing broadcast schedules and needs. It’s also an international scene, with many broadcasters flying all over the world in the course of a month to cover various events. Some broadcast partners with fixed or stationary league environments and infrastructures end up being the best to partner with because they also tend to have more talented production teams which leads to a better coordinated broadcast strategy for the announcer.

That being said, all broadcasters mentioned the dichotomy of knowledge gamer-broadcasters versus non-gamer producers which often creates mismatched knowledge sets and broadcast production hangups. Meanwhile, the unique nature of eSports as a “digitally native” and interactive medium and fan-base means that all broadcasters struggle with finding the right mix between providing knowledge analytics of gameplay developments and catering to the crowds incessant love for silly internet memes. 

Intersection of Traditional and eSports

A panel convened with representatives from the traditional professional sports world who are establishing footholds in eSports was especially informative. There is a lot of best practice sharing going on between the industries which are, at the moment, almost entirely separate. On the one hand, eSports is adopting a lot of ideas from traditional sports in the areas of team formation and management, brand development, sponsorship and engagement strategies, fan base dynamics, broadcast production and league and tournament structure. On the other hand, eSports is characterized by being made up of young players and fans, being online and international natively, whereas traditional sports have more mature players and fan bases, are based upon regional identities and are just now trying to develop strategies for international awareness and digital marketing and support. As a result, established pro leagues like the NBA are keen to learn what they can from eSports and even make integrations where possible.

One example is the Milwaukee Bucks, which sponsor an NBA2K video game franchise online league and team. The strategic vision for these kinds of partnerships is that a physical team like the Bucks will be able to cultivate younger fans, including those outside of the normal regional Bucks fan market, who like the NBA2K video game series but might be unfamiliar with spectating and supporting the physical Milwaukee Bucks franchise.

There are also some noteworthy dissimilarities between the physical and eSports variants of each sport. When it comes to borrowing production talent from live action sports, most experienced people are used to producing one type of event for one game or sport in the course of a day. In eSports, a single tournament or event day might feature numerous types of games and teams, which places a unique demand on the time and talent of production teams to support the nuances between games and their fan bases.

Another dissimilarity is rate and severity of change in game “meta”. In eSports, the “meta” or underlying rule set or programming rules of a video game can change rapidly and severly. Bug patches, new content and gameplay balance changes might be released weekly or monthly. In some cases these changes are so dramatic that previously dominant players lose their edge and new players adapt to the point of overcoming the previous pros. In live action sports, changes in rules and gameplay features happen at a glacial pace and are motivated by governing body decision-making rather than by game publisher or tournament organizers. Each respective industry has things to learn from the other here– for eSports, how to make competitive game environments stable and durable, and for live action sports, how to adopt iterative improvements to their game more quickly over time.

Cross-pollination is also occurring with regard to interaction with the fan base. Live action sports franchises purposefully cultivate the sense of “you can never get as close as you’d like” in their fans, whereas eSports fans are used to being able to engage directly with their favorite players, typically through their live Twitch feeds or message board postings.

As I listened to these examples of similarities and differences, I wondered about a technology like VR and what it promises for the eventual merging of these two industries. Besides being a small fraction of the overall video game industry, VR as of the present seems to have no real presence in the world of competitive eSports. Will there be a day where physically-fit live action athletes are competing online in VR-enabled eSports environments and having an advantage as a result?

The discussion related to the ways in which live action sports franchises are dipping their toes into eSports also led me to wonder about pro sports franchises developing eSports variants of their teams. This is already happening in limited ways (see this recent Bloomberg story on the Philadelphia Fusion) but as of right now it is not common for, say, the Boston Red Sox to also have an eSports baseball franchise. And will they also be the Boston Red Sox, or will they come up with a different team name and identity while being owned and operated by the live action team? Will an eSports franchise one day disrupt live action sports by buying out a struggling live action franchise team?

I missed a panel on the relationship between the Olympics and eSports but it’s easy enough to see the opportunity for integration there as well. We’re probably not too many years away from eSports, an all-weather, year-round competitive arena, taking up an event space in the physical Olympic celebrations. But where and when and what game will be the breakthrough?

One of the toughest questions for the long-term health of eSports is what is a long-term investment in the industry? The “shelf-life” of the average eSports game due to changing technology and faddish fans is 2-3 years, whereas the average career for professional athletes is ten years or more. This relative longevity means the brand value of players and teams can be developed over longer periods of time and thus support more sophisticated investment dollars and strategies.

Conclusion

The eSports industry is increasingly a serious business. Like the major live action sports franchises, the organization and structure of the sport is being developed to support the marketing platform business model. As much as the teams and leagues exist to develop and support the players and fans, they aim to create a valuable audience which can attract advertising and marketing sponsorship dollars. This is where the “real money” is and creating a sustainable ecosystem is key to winning the investment dollars necessary to then grab the marketing credibility. With the role of hype and fads in a technology-driven space creating short-termism, one valuable question to answer might be how one can sell “pickaxes and tents to miners” in this space. Until the industry fully matures, this might be the most lucrative, scalable and repeatable model.

How To Learn How To Invest

“How do I learn how to invest?”

I don’t get asked this often, but I do get asked often enough that I should have a resource on this topic on this blog. My recommendations are qualified as follows: first, when people ask me how to get started with investing, they usually mean public (US) equity markets, not real estate, commodities or venture capital so that is what I am responding to; second, when I think of investing in public equity, I think of the “value investing” approach, there are other ways to invest but I don’t understand them or I do not trust them so I don’t recommend them; third, I try to form a recommendation based off of what I wish someone had told me when I had this question, so it may fit a person better or worse based on their previous knowledge, experience and intelligence; fourth, I think people are usually looking for reading material when they ask this question and I think that’s the best way to learn what needs to be learned so that is what I recommend; finally, I have struggled for over ten years with DOING rather than THINKING/READING, so my strongest recommendation is to put this knowledge and the concepts learned into practice almost immediately and start learning through action as soon as you can– it’s the only way to build the confidence I mostly never had.

I think there are a few key things a person needs to get comfortable with in order to build a solid foundation as a student of investing practice. Personal discipline, inspiration and technical know-how are the required ingredients.

Personal discipline is about generating meaningful savings. Without savings, there is nothing to invest. And without a habit of saving, an investor will have difficulty weathering the inevitable setbacks in their portfolio, taking advantage of periodic market tumbles with dry powder and resisting the temptation to sell at the worst possible moment to fund a lifestyle need or unexpected emergency. To be a great investor, I am convinced, you must be a great saver. Capitalism is built on savings, so by learning how to save you are not only building a bright financial future for yourself but helping to tend to the foundation of modern society.

Inspiration is about seeing the end game, knowing what is possible and staying motivated through the hard work and daily grinding that are the meat and potatoes of actual investing work. By studying a master you can understand not only what it takes but what to expect from your own results. And having realistic expectations is important in a business where you are your own worst enemy and the most important entity to manage.

Technical know-how is about the mechanics of investment analysis. Having a rudimentary knowledge of accounting as the “language of business” so that you can intelligently read financial statements (the reports public companies issue about their operations) and understand what is going on, and understanding what great value investors look for when analyzing an investment opportunity in terms of safety and calculated return are the actual tools you need to “do investing.” But trying to get this information before you are disciplined about saving and inspired to pursue the hard work of investing is surely putting the cart before the horse.

The meta lesson here is patience! Something all great investors need to succeed.

For the dedicated student, I have five resources I strongly recommend to methodically take oneself through these concepts. Here they are in order.

Savings and personal discipline

The first book is The Richest Man in Babylon, by George Clason. The book is a collection of lessons about how to save and the benefits of saving in the form of parables of wisdom from ancient Babylon. The narrative is extremely dated and not Politically Correct but that is exactly what makes what might otherwise be a dry subject quite wondrous and entertaining to read. When you read The Richest Man your life will change if you previously haven’t been a saver or didn’t understand how to save; for those who do, it will strongly reaffirm what you do and help you connect how critical it is to your long-term investing plan.

The second book is The Millionaire Next Door: The Surprising Secrets of America’s Wealthy, by Thomas Stanley and William Danko. Millionaire is a statistical study of America’s self-made millionaires– how do they live? what are their habits? what are their families like? how do they make key financial decisions in their life? You will see the importance of savings and frugality as a common theme. But you will also learn that millionaires don’t live millionaire lifestyles by and large and they certainly don’t build their lives around competing with their neighbors on consumptive habits. Because investing is a long enterprise where small advantages accrue over time (and small mistakes and expenses snowball just as easily), a person who fully integrates their desire to live life patiently and without excess will have a much higher chance to be successful as an investor.

Inspiration

Okay, you’re saving money and you’re not going to let your spendthrift neighbors new car in the driveway distract you from your mission. You’re not even going to WONDER how he affords it– you know he can’t and that it doesn’t matter a wit to how you do as an investor. You’re ready to be inspired, and who better to do that job than the arch-master of modern investing, Warren Buffet? It’s time for your third learning with Buffett: The Making of an American Capitalist, by Roger Lowenstein. There is a second Buffett biography which I think is superior in a number of ways, but that is for later on. You can obsess over those details later. Lowenstein is enough right now and he still tells a good story– who was Buffett? how did he do it? what was his philosophy of investing? and what were the key episodes in his investing career that made him his billions? Reading this Buffett bio will not only make your eyes twinkle as you dream of your own pot of gold at the end of the rainbow, it will clue you in to the fact that there might be some rain along the way.

Accounting

To analyze companies on the stock exchanges, you must be able to read the financial filings they make with securities regulators. In the US, these are called 10-K (annual) and 10-Q (quarterly) reports. And these reports are typically not glossy, photo-filled corporate feel good story books nor would you want them to be– they are filled with numbers, tables and charts and they’re primarily related via accounting conventions. To understand what these financial statements are saying, you should read your fourth book, The Accounting Game: Basic Accounting Fresh from the Lemonade Stand, by Darrell Mullis and Judith Orloff. The book walks you through the accounting for a simple business, a children’s lemonade stand. You won’t be ready to audit a company or step in for your CPA friend on the weekends, but you don’t need to, you just need to understand what the difference between the three major financial statements are, what revenue is and where profit comes from, how to tell if a company has a health financial picture or otherwise, etc. That’s enough and this simple and “childish” book can get you there.

Investing mechanics

You’ve learned how to save and how to focus on yourself rather than your social circle’s economic position. You’ve read about how the grand master became the grand master and gotten a rough idea of what investing is and isn’t. And you’ve gotten the basics of accounting down so you can actually understand what you’re looking at when you peer under the hood of a public company you’re considering putting your capital to work with. But how do you actually find, analyze and make investments?

Your fifth resource is The Essays of Warren Buffett: Lessons for Corporate America, by Laurence Cunningham. This is a handy resource for the collected writings of Buffett on a variety of topics related to investing and corporate value. You can learn about what makes a business well-managed or poorly managed and from there you will be a lot less dangerous to yourself when you actually try to invest in one of these companies.

However, there is a cheaper and even more rigorous way to drink at this trough. Try Warren Buffett’s Letters to Berkshire Shareholders (1977-present) available at no cost at the Berkshire Hathaway website. Berkshire is Buffett’s public holding company and the accumulated legacy of his investing activities since the early 1950s. In these letters he lays out his principles and explains the happenings in his business in enjoyable detail and with meaningful repetition. By the time you finish these 50+ years of letters you will have a better knowledge base of how to invest successfully than 95% of market participants, of that I am confident.

And you can build on it still further by hunting down the private partnership letters Buffett wrote prior to the Berkshire days (1950s-1976), by reading the Berkshire Hathaway “Owner’s Manual” and by reading the two special letters from Buffett and his partner, Charlie Munger.

If you read, re-read and understand all of that and then actually apply it, you have learned how to invest. Now all you have to do is do it!

Shortcuts

While the recommendations above don’t represent the ten plus years I’ve devoted to studying this topic in totality, I do think they cover 80% of the conceptual ground. And it bears repeating, they cover 0% of the activity ground, to cover any of that you need to start investing, even if you don’t have 100% confidence and might make a few (small, at this point) mistakes.

For the other 20%, I have recommendations on intermediate and advanced level readings that I would not make to any but the extremely motivated or the deathly curious. And beyond those titles, I recommend nothing but a course of vigorous doing. No amount of reading can ever make up for the practical experience of attempting to find, analyze and invest in actual companies.

But some people who have asked me about this topic have, after having the above laid out for them, complained they do not have enough time. You can guess what my reaction is in that case– if you don’t have time to sharpen your axe, you are unlikely to fell any trees. And more likely, you will trip on the damn thing on the way to the forest and mash up your leg.

That being said, I realize the subject can seem intimidating the way I’ve laid it out. And I think that it’s important people get the best chance to prevent the commission of grievous errors in this domain as possible if they’re determined to act despite my apprehension. I have given some thought to a condensed list of super-accessible readings that even those short on time and discipline can get through on the way to the nirvana of being an investor.

The Quick Way To Learn About Investing

If you’re determined to jump right in to investing, there are two things you need to know:

1. How to save money
2. Whether you want to be a passive index fund investor, or an active value investor

I still think it’s critical to understand the importance of saving and how to do it. Without saving, there is no investing and I think a person who doesn’t understand this early on is going to suffer for it years later, especially if they are retirement-oriented.

As to the second question, it’s a personal decision determined by available time, motivation to learn and act and also expectations about returns. For people who just want to watch their savings grow faster than their bank account would permit but who otherwise don’t want to treat investing like a business or even a hobby, index investing is the way to go, all caveats aside. And if you’re going to go that route, you need to understand how to minimize your costs and (ironically) minimize your own involvement so you don’t make bad decisions about buying and selling at the worst possible time.

And if you think you want to take a more hands-on approach and really be an investor rather than just an sophisticated saver, then you need to get a quick tutorial on how an investor thinks about what he’s trying to do which you can immediately then begin applying as a framework to potential investments you find.

My quick path then has three primary readings:

1. The Richest Man in Babylon, by George Clason
2. The Little Book of Common Sense Investing, by John Bogle
3. The 2013 Berkshire Hathaway Shareholder Letter, “Some Thoughts About Investing” section until the row of asterisks on page 21, by Warren Buffett (free PDF)

TRMIB is still my top pick for learning about saving and how to do it. The Bogle book I think is all you need to understand what index investing is, how to do it safely and whether it is right for you. You could immediately begin an index investing program after reading that book if that’s what you wanted to do.

Rather than a book, for learning the basics of value investing, fast, I recommend the essay embedded in Buffett’s 2013 shareholder letter. It is his all-time best description of the value approach and what a value investor is trying to accomplish and therefore what he looks for in an investment. If you read that and don’t get what he is saying, start your index strategy. If you do, you’re off to the races and surely will be inspired to read and do more. But the argument he lays out is robust enough to allow you to do some immediate qualitative heavy lifting if you start looking at individual companies to invest in. It’ll be pretty clear to you if they company offers an opportunity, at current prices, that jumps Buffett’s hurdle.

The Third Way

In economic history, the socialists who realized their dreams of a planned communist economy could never work switched tactics and advocated a “Third Way”, the private-public regulated market economy. Of course, it turned out to be just as nefarious as the pure communist economy in its own way and the point is there was no real Third Way available. There was only the market economy or various flavors of central-planning chaos.

People reading this who don’t want to read 5 books and don’t want to read 3 books/essays but who still want to learn about investing might be wondering, “Oh, but isn’t there a Third Way?” Actually, in this case there might be.

Recently I reviewed The Acquirer’s Multiple: How the Billionaire Contrarians of Deep Value Beat the Market, by Toby Carlisle. This might be the best option as far as a one-stop shop for a total neophyte goes. The book assumes you know how to save and are ready to invest. From there, it offers a simple metric (the Acquirer’s Multiple) for identifying interesting investment opportunities. It explains why the metric is an indicator of value and it walks through several historical-biographical case studies of other famous investors showing how they succeeded with an opportunity indicated by this metric. The book does a great job of explaining (by both showing and telling) why value “works”, ie, the concept of mean reversion. I think these two pieces help to inspire a new investor to feel confident and motivated about looking for their own opportunities.

The book has a bias toward action. A person new to investing could read it and then immediately run a screen of low multiple stocks and begin vetting them for an investment. And it has a helpful checklist at the end of the book to improve your overall decision-making process.

If someone insisted on one book and was clearly indicating they weren’t planning to go deep and just wanted to get busy, I think they could do a lot worse than reading this book and I am not sure they could do better because I can’t think of anything else that is simple and easy to understand (written without technicality), covers the basics of value as an approach and offers a practical tool for putting the philosophy to work.

While I think it’s really dangerous to try investing without reading or understanding anything, I also know from experience it’s dangerous to overthink it and fail to act. Following the 5, 3 or 1 item approach outlined here I think gives the interested student some basis to begin acting knowledgeably and to arrange their further experience and study into a meaningful structure for organizing thought.

An Investment Confessional

Since the market low in March of 2009, I have not managed to keep pace with the passive return of the S&P 500 index. In no year in the last 8 have I met or exceeded the return of the index on a portfolio-wide basis. I would’ve been much richer by now if I had just turned my capital over to Mr. Market almost a decade ago and spent my time and energy worrying about anything but investing.

And I managed to do this primarily by being uninvested throughout this time period. I have not gone back and done a trade-by-trade and year-by-year study of my portfolio returns over this time period (I am including here my personal accounts as well as other accounts I manage) but just eye-balling it I think it’s safe to say the most exposure I’ve ever had to equities over this time period was no more than 25% of any of the portfolios and probably a lot closer to 20% on a gross capital basis. In essence, I sat out one of the biggest bull markets in history and missed an opportunity to capture a 271% total return through passive management. That’s something like 18% a year, an impressive long-term rate of return by most standards.

How did I manage to let this happen? And what have I learned from this experience? More importantly, what do I plan to do differently going forward?

The story of this mishap is complicated in my mind and is over ten years in the making. I was aware of the stock market as a concept since my early teenage years. On Friday nights after dinner my family would watch a battery of shows on PBS including “Wall Street Week with Louis Rukeyser.” I learned nothing about investing from watching this show other than there was this place called a stock market and people had a lot of opinions about what was happening there. My father was no investment guru and my clearest memory of him with regards to the stock market (aside from watching this show beside him) was him coming home during the Tech Bubble — which I did not know it as such at the time, nor did he — and saying things like, “Wow, I can’t believe it, my AOL stock doubled again today” as he set his briefcase down and went to change for dinner. He did not work to understand what was going on with the companies he owned and he did not encourage me to be curious about it.

In high school I never took one of those “business” classes where everyone plays the “stock market game” and creates a fantasy portfolio. In retrospect, this is a terrible way to introduce young people to the idea of common stock investing as most learn from it what I learned– it’s “fun”, it’s “random” (the winner was inevitably some kid who got lucky betting on things that happened to go up during the course of the game) and there are no costs if you’re wrong because everyone was playing with funny money. But I remember being disappointed I didn’t get to play, and excited when I realized I could find the website on my own and play on my own time, although I quickly gave up when I realized I had no idea how to pick a stock and was basically just rolling dice.

When I began working over the summers in between school years and accumulating some savings I began looking for yield beyond my bank account. This was during a time where a “safe” money market fund was yielding just over 5% a year. I put my savings with Vanguard’s MMF and felt quite wealthy watching it grow at 5%, not knowing what a money market fund was or why it offered more than a bank account and not knowing that with a little elbow grease I could earn much more than that as a proper stock investor.

Fast forward to sometime in college and I was much more interested in this idea of investing as a discipline. I was becoming aware of the world of finance, likely in part due to my proximity to the global center of it (“Wall Street”), in part because many classmates and friends were talking about it as a career opportunity and in part because my readings and interests and slowly taken me there. I became aware of the hedge fund industry and the idea that people made their living making investments all day long. I decided that sounded pretty interesting to me (much more on this topic in a future post I plan to write) and might be something I’d like to pursue as well.

And somewhere in there I came across a recommendation to read The Intelligent Investor by Benjamin Graham. Which I proceeded to do, but, despite reading the book from cover-to-cover, including the end chapter commentary by Jason Zweig that many people detest but which I think actually adds some value and can even be enjoyed as a standalone reading, I really did not understand much of what I read. And the even greater sin was that I failed to apply what little I understood.

I did not begin searching for Ben Graham stocks. I did not use his principles of risk management in constructing my own portfolio. I did not look for opportunities to spite Mr. Market and buy stocks when he was panicking and sell them when he was giddy. I did not begin looking at stocks as ownership certificates in real businesses. I did not even do any investing beyond my Vanguard MMF! For whatever reason at this stage in my life investing was a purely academic interest.

This began to change as I neared the end of college and was seriously considering a career in finance. Around this same time, I had been reading deeply of Austrian economics and had become convinced, like many who had, that we were on the precipice of a global economic calamity that would start with the housing sector and quickly come to overwhelm the banking sector. I was obsessed with this End Times prognostication and spent most of my time working to understand what was coming and thinking about an investment strategy that would stand to benefit from macro disruption. I was finally ready to take some action and I ended up doing two things.

The first thing I did was to sow doubt about my parents’ equity holdings in their mind, particularly their heavy concentration in the financial sector (prime offender: Citibank), which their broker was convinced was one of the cheapest parts of the market and thus he had increased the total exposure in their blue chip portfolio. I told them the end was coming and they should liquidate everything and go to cash. I was initially unsuccessful, but when the first hiccup in the markets occurred, my dad got worried and decided to at least follow my advice to sell all his financial stocks, including Citibank, his largest position, which the broker bleated about painfully for weeks afterward.

The second thing I did was to follow Peter Schiff’s strategy regarding the Great Decoupling of the United States from the rest of the world, and what better way than to open an account with Schiff’s firm, Europacific Capital, to buy all these great foreign stocks (especially commodity companies and infrastructure businesses) at rich commissions? I put essentially my life savings to date into this account, naively trusted my broker when he told me he’d help keep an eye on the portfolio and recommend trades to me at appropriate times, and chose five companies (“that should be plenty of diversification!”) from a list of about 15 or 20 he pulled for me on a basis that was then entirely arbitrary and is now completely unmemorable for me. All I know is I did not use any of Ben Graham’s principles or ideas and I think I feigned a knowing approach by saying the P/E ratios of the companies I was about to buy out loud, almost like an invocation, but beyond that I had little idea what these companies did, what valuation I was buying them at and how big my Margin of Safety was.

The way the story turned out is my parents were grateful and I was obliterated. I saved my parents a lot of money with the move to liquidate the financial stocks as that blunted most of the pain that was to come. After the markets had tumbled some 20-25% (and maybe about 30-40% of the total move down) they ended up liquidating the rest of the stock portfolio and held on to their high quality bonds, something that I had no opinion on despite reading Ben Graham and being pretty opinionated about most other credits in the market (I could talk your head off about CDOs and what a danger they were long before Michael Lewis wrote any books on the subject) which was a good move as interest rates went ZIRP. They really thought I was a genius and neither of us knew I just happened to be lucky. I should’ve been more clued in by what happened in my own portfolio.

My own portfolio lost a lot. At one point I was down about 70%. America did not decouple from the world and the world did not decouple from America. Everybody rode the coaster down together and because I picked economically sensitive businesses at near peak valuations it was indeed a painful ride. I had no idea what to do other than to just hold on (actually, not a bad response and much better than the typical mistake of panicking and selling to Mr. Market at the worst time). But after about two or three years of waiting after the crisis, my portfolio was still down about 50% and I decided it was time to admit I had screwed up and realize my losses. If I had just been more patient, I might have been down at most 20-25%– a bad drawdown, for sure, but much different in terms of wounded pride and sucked out capital than a 50% permanent impairment; even my crappy picks which had amounted to little more than throwing darts at a stock table would’ve caught a bid like everything else during the Great Global Reflation.

Being massively right in my parents’ case and massively wrong in my own should’ve been a good indication I didn’t know what I was doing. Instead, I took away the lesson that macro investing worked and I might actually be good at it if I could learn how to do it consistently well, and stock picking on the other hand didn’t seem to work because I had picked stocks and that went poorly for me. It was embarrassing, particularly because I had told a lot of people ahead of time what I was doing and why, but I found myself still interested in the subject and wanting to explore it more.

That was hard to do as a career because the aftermath of the global financial crisis made getting a job in the industry almost impossible. I went to work for another large company and made more idiotic macro bets while I bided my time. Somehow I was able to stifle the cognitive dissonance of reading Security Analysis at my desk at work (covered wrapped in a brown paper grocery bag, and only when I had gotten my paid work finished for the day) while buying things like the 3X leveraged short financial ETF in what was left of one of my personal accounts. I have no idea why I was reading Ben Graham’s magnum opus analyst handbook at this time or how I had even heard of it and once again I understood little of what I read despite going cover-to-cover, and applied none of it. I scraped some short-term capital gains on these stupid trades and then gave it all back and then some when my luck ran out. I finally threw in the towel and swore off “investing” for awhile as a personal practice while I continued to be interested in getting into it as a career.

After months of pestering a small global macro fund I had heard about in Texas about an analyst position, they agreed to hire me and suddenly it seemed my dreams were coming true. I was convinced this was just the beginning of a long and successful career as a professional investor and despite my initial failures at investing I was excited to come on board and learn what it was really all about.

It turned out not to be so. I learned little about financial analysis or portfolio management in a positive sense although my time spent with this firm armed me with an abundance of lessons in what not to do. The gentlemen I worked for were extremely intelligent, talented and honest and had made out like bandits during the crisis with their own successful predictions and even more successful operations, but like me they had been fooled by luck and had failed to appreciate that successful investing is a practical exercise, not a moral one. They could not let go of their critical view of economic events and the connection they had to the market and they became as embittered as they were emboldened to soldier on against the forces that be in hopes of teaching the world a lesson in folly.

That they did, but the folly was their own. Sadly, it was my folly, too, because despite seeing that it wasn’t working, I was also rather gung ho about it. I couldn’t figure out HOW to invest like that in my own portfolio, so I was mostly inactive as an investor. I also began work on another project in cognitive dissonance. This time, I had managed to figure out that Ben Graham had a student, Warren Buffett, and that there was all kinds of information out there about Buffett, his life, his investment record and his method for investing and risk management. I began drinking heavily at this fountain while taking another turn at the writings of Ben Graham. I was beginning to wonder if maybe the macro stuff was a dead end and there wasn’t something to this value investing concept. I was thinking about doing it in my own account. My timing was again almost impeccable, but I did not know it!

First though, I decided to pitch my bosses on value investing. Maybe we could balance out some of the short exposure in the portfolio with some of this Ben Graham stuff? There seemed to be a lot of opportunities out there based on some quick screens I ran. That’s when I got the dumpster diving speech.

Value investing is a lot like dumpster diving– every once in awhile you come up with a Picasso, but most of the time you come up smelling like garbage!

And besides, everyone knows Warren Buffett is an asshole and just lucky, he’s been on the side of the establishment which has put the wind in his sails, he got a bailout when his house of cards almost came tumbling down in the crisis and no one has been able to replicate his success, likely because he is working some kind of fraud. You don’t want to go there, kid, and neither will we!

My confidence was completely shot! This turned out to be the second best time to get into value investing besides the March 2009 low itself, but I had just been told this was basically the stupidest idea a person could come up with– and since I hadn’t managed to learn much from them, this was about the only idea I had. I was burned out on them, burned out on my broken dream and burned out on how bad I seemed to be at investing in general. So I called it quits.

I ended up joining the family business while I licked my wounds, egotistical and otherwise. The idea was to have a hideout while I figured out where my next heist would be. I was trying to figure out how to go be an analyst somewhere else but I didn’t know where. It seemed like I needed an education, so I began what I came to call my “Personal MBA” program, an intense, year-long effort of reading everything I could get my hands on about business, finance and investing. I’ve written about that earlier on this blog.

Buffett talks about value investing as something that a person either takes to immediately or rejects outright. While I hadn’t yet successfully employed the concepts in my investment practice, it had clearly infected my mind. The macro thing did not make sense to me at a conceptual level but the idea of studying stocks as businesses and looking for indications of cheapness that lent a margin of safety did. I think this is why I kept pushing on and went through my Personal MBA despite having no track record otherwise.

A few interesting things happened during this time period and shortly thereafter. First, I began doing real research and analysis on individual companies– I built spreadsheets and collected operating data, I read SEC filings and books about industry and company history and began to appreciate what it meant to approach the process of investing like a businessman. Second, I actually made some investments– some net-nets in the US (what remained at this stage in the game), some good companies at great prices and even a wonderful company at an un-fair price and later, a basket of foreign net-nets (my JNet strategy), along with a few special situations and some capital structure arbitrages I was coattailing on with another investor friend. While there were a few flops that either went nowhere or I lost a little on, for the most part my results on an individual investment basis were good to great and a few were even outstanding. Third, I continued believing I had some kind of crystal ball as far as market timing was concerned and I let that dominate my overall investment program– as described at the beginning of this essay, I took small, almost meaningless positions in most of the companies I invested in (aside from the JNet basket) such that when they worked, they didn’t have much of an impact on my portfolio overall and when they failed, they also didn’t have much of an impact. It was an excellent way to have nothing to show for the effort I put into it!

While this exercise helped me to build intellectual confidence, I was still not matching it with practical confidence and I doubted myself a lot along the way. What’s worse, my obligations in the family business continued to compete with my interest and efforts in investment management such that they were not only a serious distraction at times from a more meaningful and concentrated effort in this space but they were also a suitable rationalization for why I couldn’t just go all-in and really commit to my investment activity.

At one point I changed operational roles within our business and finally had no bandwidth to spare for investing. I went functionally inactive on investing for almost two years and decided ahead of time that it would be irresponsible to have the portfolios exposed even the minor amount they were at that point in time (especially because I kept not liking what I was seeing as I gazed into my crystal ball!) while I wasn’t paying any attention to them so I liquidated to concentrate on operational issues full time. Incredible, given that sitting on one’s hands is said to be the hardest part of managing a well-constructed portfolio and I missed out on even more returns, meager as they were, with this decision.

Recently I have returned to a more strategic role in the family business and it is more clear now than ever that we need someone to be working on sound capital allocation for us. The most logical person to do this is me, in part because I was the person to point out the need and in part because I’m the only person with that kind of knowledge base. But do I have the experience?

This is where we come to some of the learnings I have taken away from my journey to date. As I mentioned before, I made some grievous errors early on in my investment career. I violated the first rule of investing countless times and I am lucky to still be standing thanks in large part to my extreme propensity to save which has allowed me to accumulate savings faster than my early rate of depletion. But since that time period, when I have actually applied the value investing framework knowingly and cautiously, my results have been good and within expectation. If I had not been so lacking in confidence and tried to make up for my initial indiscretion by being over-conservative, my investment operations at scale would’ve yielded an agreeable rate of return on the capital employed. Just as I must be honest with myself about my initial mistakes, I must be honest about some of my virtues and I think I can count these decisions as part and parcel.

One standard I tried to live by in my earlier investing was perfection. I often failed to act because I could not be sure of absolutely safety and I had determined that if I ever made another mistake in my investment operations, particularly with regard to the macro environment and crystal-ball gazing, that these mistakes would be unforgivable and would reveal how I was in actuality no better, in a moral sense, than any of the other petty mortals plying this trade.

This is, after much contemplation, an unreasonable standard to try to live up to because it is impossible to act at all under this standard. To be a successful investor, one does not need to be the best– one needs to simply act prudently according to sound methods. But, as my re-reading of Benjamin Graham’s classic text recently helped me to appreciate, one must act. Facing this fact, what can I do? The best I can, is the only answer I’ve found. Given that I know how I made my earlier mistakes, and I believe I understand how I succeeded the few times I did, there is really little risk for me of reprising the role of the vaunted “fuck up artist”.

I’ve also decided to give up my crystal ball and related esoteric knowledge I don’t actually possess. In exchange, I will accept Ben Graham’s portfolio maxim of the 25/75 split, ie, that the maximum exposure to stocks or bonds in one’s portfolio at any one time ought to be no more than 75%, and the minimum exposure ought to be no less than 25%. (And I read “cash and cash-like instruments” as part of the bond allocation, which I think of as “cash yield”.) Having more than 75% exposure suggests a kind of enthusiasm which is, short of a few specific scenarios, likely to involve a speculative-gambling attitude about the future and its risks. And having less than 25% exposure (specifically to stocks) makes it hard to even consider oneself an investor and seems to be evidence of falling prey to crystal ball reading.

This part is really hard right now. “But aren’t we at all time highs for the market?” Yes, we are. It’s very painful to consider that and I feel very nervous about taking the plunge now, so to speak, only to find myself suspended in mid-air as I see the plug being pulled from the pool. I comfort myself a bit by realizing that I am not making a timing “call” in trying to follow this approach, ie, the water is fine, come on in! In fact, I am trying to do the opposite, to resist the temptation of thinking I know and to allow myself an opportunity to take risk, prudently, regardless of what I think of the “market.” The other thing I remind myself is that I will not simply start making investments to achieve some arbitrary portfolio exposure level as quickly as possible. Instead, I now have granted myself “permission” psychologically to invest up to 25% of our capital in appealing opportunities if I should find them. Before, I would’ve had to stop and ask my crystal ball for directions first.

Another thing I’ve learned is that successful investing takes patience no matter what. Even the ideas that worked out well for me on an annualized basis took several years to play out or ripen to their full value. Part of the pressure I used to put on myself in this space was figuring out how I was going to generate X% a year, that year. I didn’t know where to find such an opportunity that was that quick and that safe. It doesn’t exist. Another investment chimera. If I pick safe ideas with a strong upside option and can wait patiently fortune will favor me in time.

There are many people, value investors especially, who have outstanding long term track records who are not Warren Buffett. They are unlikely to be doing something corrupt and they do not have his unique genius. They never seem to have set out for themselves the goal that they must be the best or perfect. They’ve all made mistakes. And they’ve all continued investing in a variety of market conditions, with the wind in their face and the wind at their backs. If they can do it, I can, too.

There are also many obviously lesser people trying their hand at this. They are the gambling fanatics who aren’t even trying to hide it, and the weak minds who have donned the clothing and the diction of the sage investor but do not realize they’re only engaging with the methods at a superficial level. These people are bound for disaster, and yet many of them manage to practice as investors and even confuse other people into letting them run their money. It would be a shame to let the world be dominated by those types and it boggles the mind why they should live with confidence and cheerfully go about their business and I should not.

It has been a long, odd journey to get where I am today. Of course I wish that I had learned these lessons earlier, or in some other way and in so doing to have been spared this trying ordeal to manifest my own confidence. But one of my goals is to learn to live my life without apology or regret and I’ve come to realize that taking the path I took is simply one of the data of my life. I’ve accepted it and I am ready to make good on what I’ve learned by putting the lessons learned to work today, not “when the time is right.” The best time to live life as wisely as one knows how is always today, not tomorrow.

Review – The Acquirer’s Multiple

The Acquirer’s Multiple: How the Billionaire Contrarians of Deep Value Beat the Market

by Tobias Carlisle, published 2017

I received a free copy of this book from the author.

I spend a lot more time thinking about the best way to introduce people to the world of value investing than I actually get requests for such information, though I do receive occasional requests for advice. The reason is not just because I am a pedantic thinker but because I spent a very long time acquiring my own knowledge on this subject, with many wrong turns and wasted efforts and I have always wondered, “Is there a better way?”

Toby Carlisle’s “The Acquirer’s Multiple” may just be that better way.

But first, let me explain the most up-to-date advice I have been vending, and keep in mind, this advice is not intended as “how to be a good investor/make good investments” because I am not a registered investment adviser nor would I attempt to impersonate one– this is just my opinion of “how best to learn about investing”. I think I can dispense that advice as an opinion without running afoul of the authorities because I am just talking about ways to acquire certain knowledge. At least I hope so!

My suggestion is to read the following titles, in this order:

1. The Richest Man in Babylon: Now Revised and Updated for the 21st Century (Paperback) – Common
2. The Millionaire Next Door: The Surprising Secrets of America’s Wealthy
3. Buffett: The Making of an American Capitalist
4. The Accounting Game: Basic Accounting Fresh from the Lemonade Stand
5. The Essays of Warren Buffett: Lessons for Corporate America, Fourth Edition (or more specifically, Buffett’s Shareholder Letters from Berkshire Hathaway, and his private partnerships, available on the Berkshire website)

Perhaps at a later date I will spend some time writing a post explaining in greater detail why I recommend these resources in this order to an aspiring student of (value) investing, but for now I will simply say that the first two explain how to save and how to develop the psychological discipline and personal habits that permit one to save money, and you must have savings if you want to fuel an investment program. The second lesson is in inspiration, to study the life of the greatest master of investing in the modern era to understand both what is possible, and what it takes, to be great at investing. The third lesson is a rudimentary knowledge of accounting, “the language of business” because if you’re going to be investing in businesses you ought to have a clue what is going on.

Only then, young grasshopper, are you ready for your fourth (but not final) lesson, which is to learn the methods and principles of (value) investing itself. And I can think of no greater expositor of these principles than the great master himself once again, Warren Buffett, especially because you can read along as his company develops and see the wondrous workings of these principles in “real time”.

But even this can be an overwhelming introduction for a noobie who doesn’t realize what a deep pool they’re wading into in asking the question. For the action-oriented, then, I offer a 3-Point Plan of Investment Attack which includes:

1. The Richest Man in Babylon
2. The Little Book of Common Sense Investing: The Only Way to Guarantee Your Fair Share of Stock Market Returns (Little Books. Big Profits)
3. The 2013 Berkshire Hathaway Shareholder Letter, “Some Thoughts About Investing”

This short list will teach you how to save money so you have fuel for your investment machine, and then it provides the basic knowledge needed to decide if you want to be a humble Sunday-driver investor and do passive index investing, or if you want to be a more racy investor and pick your own businesses to invest in the way a true value investor would.

Pedantic as I am, where the heck does Toby’s book fit into all of this?! Well, I think now I can whittle my 3-Point Plan down to 2-Points: The Richest Man in Babylon, and The Acquirer’s Multiple. And I might be able to turn my original 5 item foundations into a 3 item list, using Richest Man, Accounting Game and The Acquirer’s Multiple as the set of texts. Here’s why.

Toby has done something incredible with this book. He has boiled a deeply studied, highly opinionated, multi-trillion dollar field of human endeavor down to its most essential, best researched and expertly practitioned concepts and he’s done it all in simple language that I am convinced even a complete neophyte would find approachable. He has included a number of delightful graphics that help to illustrate these simple concepts about how typical market participants behave and where investment value comes from that, for the first time in my life, I actually found increased my understanding of what I already knew rather than confused me (note: charts, data tables, etc., usually just distract me and I skip them, I am a mostly verbal knowledge acquirer). You really can’t go wrong jumping in this way.

The best part, however, is that he has curated some dramatic and action-packed biographical stories demonstrating how successful billionaire investors have put these ideas into practice. This checks the “inspiration” box I mentioned earlier because it helps the reader see how these ideas were translated into action and it gives confidence that you, too, could stand to benefit in this way.

And finally, he repeats (yes, the book is repetitious) all the neatly summarized concepts into one final summary list at the end of the book that involves 9 rules for a value investor to live by. I am confident that if a new investor referred to this list again and again at each point in his investment research and portfolio management process and asked himself, “Am I living true to this list?” he would be very satisfied with himself over a long period of time if his answer was “Yes”. And if the answer were “No”, then he’d understand exactly what he needed to do to get back on course.

I know Toby personally. He is a highly intelligent fellow, his passion for these ideas and the subject are intense and, if you ask me, he lands firmly in the “Graham” side of the “Graham-Fisher” spectrum of value investing (discussed a bit in the text) that all value investors and followers of Warren Buffett debate endlessly. And that is why I was so pleased that the conclusion of the book included an admonition to “check yourself before you wreck yourself”, so-to-speak. The Acquirer’s Multiple principle itself couldn’t be simpler, but Toby knows, as do all great investors in the Grahamian-tradition, that true risk lies in the behavior and biases of the investor himself, particularly an investor who can’t follow simple principles he knows to be true because he insists on trying to outsmart them.

Don’t try to outsmart what can be simple (though never easy!)… like reading 5 books on the art of investing when you could maybe get away with just two or three. And I am now convinced that Toby’s book should be one of them.

A Theory of Corporate Governance

Good managements produce a good average market price, and bad managements produce bad market prices.

~Benjamin Graham, the Dean of Wall Street, “The Intelligent Investor”

Introduction

In the world of value investing, which fundamentally concerns itself with securities trading at a large discount to indicated or intrinsic value (the Margin of Safety), one thing investors are always on the look out for is the value trap. A value trap is a company that looks really cheap but turns out to be cheap for a reason, ie, it’s actually fairly valued at its present price. Companies in general become mispriced for a variety of reasons, and while value traps are no different in this regard, one reason stands far above others in generating its unfair share of value traps– bad management.

This essay will explore in greater detail the genesis of bad management value traps via the principle that “corporate value is a function of owner agency.” Companies with bad management tend to demonstrate the least owner agency, sometimes approaching an effective zero. As of the present, the principle of owner agency can be explored across separate 8 sub-domains pertaining to the company’s corporate governance standards.

The 8 Sub-domains of Corporate Governance

Whether a company realizes it or not, it can and must make a decision about its corporate governance policy in at least 8 different areas which affect owner agency and thus corporate value:

• The Board of Directors
• Company purpose
• Communication standards
• Capitalization/capital structure
• Reporting
• Fairness
• Competence
• Barriers

Each of these sub-domains and the choices involved will be explored below. At the end, we will summarize the “official positions” with regards to what good corporate governance looks like in light of the theory promulgated in this essay.

The Board of Directors

In a company with a diversified ownership structure, the Board of Directors exists to represent shareholders and direct the behavior of management according to their wishes. In other words, the BoD is the primary tool of agency for shareholders of the company who, without official titles or positions of management themselves, have no direct way to influence the conduct of the company, its strategy or policies as owning individuals. The BoD is similar to a “house of representatives” in an elected republic– the representatives exist to serve not their own interests, or the government’s interests, but the interests of the individual voters who put them into power.

The BoD should have broad authority to put in place an overall competitive strategy for the company (what do we make or sell? how do we do it? who do we compete with?) and to hire and fire key, C-level managers (CEO, CFO, COO, corporate comptroller or treasurer). These managers should be fully “answerable” to the BoD and thus, the shareholders, whose property they are responsible for utilizing and safeguarding in the course of business.

In modern public companies, it is common for these top managers to be represented on the board, for example, the CEO is also often the chairman of the BoD and presides over its affairs. This is an enormous conflict of interest, because the CEO can not hold himself accountable as a member of the board, and the purpose of the board is to be influenced by the shareholders, not the hired management. This is especially problematic when the CEO is not a substantial shareholder himself.

Another common state of affairs in public companies is that the BoD does not represent significant shareholders. Individuals legally important stakes (5%+) or significant economic stakes (10-25%) often do not get offered representation on the boards of the companies they own and sometimes nominally control due to the distribution of share ownership in a company. If the Board of Directors doesn’t include individuals who represent the interests of shareholders, it serves no purpose other than to rubber-stamp the initiatives of the management, which means it serves no purpose at all besides the propaganda value of pretending the company has functioning corporate governance through the existence of a Board of Directors.

Company purpose

Why do companies exist?

Historically, companies were formed for the benefit of their owners in order to turn a profit. Some of the first joint stock companies were engaged in material manufacture or entrepreneurial discovery of new lands and trading routes. Long pre-dating formal joint stock companies of Europe in the early 1500s were numerous merchant combines across cultures and the ages which were formed to pool risk in long-distance hauling of cargoes. Because the owners were the only people who put capital into the company, it was the owners who were the only people expecting to derive a direct benefit from the operation of the company in so far as it generated profits– the agents of the company might earn salary and bonus according to the terms of their employment contract, and of course the prevalent State often wished to interest itself via tax, but otherwise the issue was pretty cut and dry.

The modern era has brought with it many innovations in the area of an answer to that question, but none of them seem to be any good. Today we hear talk of “stakeholders”, where a stakeholder seems to be any economic or political interest, such as customers, communities, employees, vendors, foreign nationals, labor unions, governments, etc. who isn’t an actual equity owner in the company. We hear of “corporate social responsibility” (CSR) which is just another way to plead the case of certain “stakeholders” with regards to the deployment of a company’s capital. In vogue since the late 1980s and still popular today is the idea that long-serving management of the company should be the real beneficiaries of the existence of the company and that they should accumulate a lion’s share of the value the company creates because of the key role they play in making the company capital fecund in the first place.

Yes, it seems today that companies exist to serve everyone but those who own them.

Regardless of the answer to this question, it is important to simply have an answer. It becomes a standard of value that a company’s management and employees can be held to in observing their choices and behavior. It can serve to answer the simple question, “Are they doing a good job?” from which many other questions and decisions might emanate.

Without a stated purpose, it is not only impossible to agree to where everyone is going but it is impossible to govern the corporation so that it gets there. Certain purposes exclude certain ends and certain methods while allowing certain others.

Communication standards

With regards to how the company and the Board of Directors communicates with shareholders, there are also certain standards that can be implemented to guide action.

A common policy seemingly in place at many companies is clubsmanship and secrecy– executive management is unwilling to provide basic answers to shareholder questions and requests for information, often going so far as to put up unnecessary obstacles to proving they are in fact a shareholder in the first place. And the Board of Directors, captured by the management, facilitate this by refusing to assist the shareholders in their requests, to bring pressure upon management to provide the information (legally) requested and often times they will even make themselves unavailable or unresponsive to shareholders entirely.

The opposite pole would look like this: the management of the company assumes a goodwill posture and provides answers to any (legal) information request made. If the company is of sufficient size and scale and it is fielding a lot of such requests, it may make a special individual (such as an IR agent) available to help source answers. It might also look for a scalable solution, by putting commonly requested corporate documents (financial statements, records of ownership, minutes from board meetings, etc.) into the public domain via its website, and to also offer an FAQ session for answers to repeated inquiries.

As such information is legally due to shareholders anyway and can’t really harm the company by being shared, it makes sense to offer it to anyone who asks, shareholder, potential shareholder or simply a curious stranger. It is not a redacted espionage memo and it doesn’t require any special classification system or hierarchy of security clearances to access.

The Board can facilitate this process as well by being in regular contact with larger shareholders to understand their needs and concerns for the company they own, and to communicate these thoughts to management in board meetings and report back their findings to shareholders in the process.

Capitalization/capital structure

Public companies are in a unique position in terms of their ability to raise capital and finance their projects. Because of their public nature, it is a relatively simple affair to do a rights offering and issue new shares, debt or other securities. Even more important, if ever the market treats the company unfairly, they have the opportunity to buy back their shares from concerned shareholders at a discount to intrinsic value. The company is always in a better position when it is owned by people who believe in the vision and direction of the company, which can be achieved by buying back shares from those “distressed” sellers who have lost confidence.

One role of the BoD and corporate governance is to determine what the best capital structure is at any given time in a company’s life given its future plans and strategies. This means making high level decisions about the debt to equity ratio, if applicable, and also about the issuance or buyback of shares more generally.

Another thing the BoD can facilitate as an act of corporate governance is being efficient with the company’s capital– dividending it out when the company has more capital than projects, and issuing rights to bring capital back in when it has more profitable projects than it has capital to deploy on them.

This is not a one-time decision. It is something a company should be examining on a periodic basis– either quarterly, annually, or any time a major change in its market price or project pipeline occurs. Companies that hoard capital they don’t need do their investors a disservice because they forgo the economic returns available on the surplus capital, which could be deployed at higher rates of return in other enterprises. And companies that refuse to expand the share base in response to important project opportunities make a similar mistake but inverse.

Reporting

Markets move on information. Without information about a company, investors are left with nothing to make a decision off of and so they can not act rationally. They become forced to gamble and speculate. For a company that is not in a hyped industry, the gamble is often made in fear– shareholders sell out at any price to avoid association with a “black box.” It is a critical aspect of corporate governance to have a consistent reporting policy in place to update shareholders on the performance of the company’s strategy over time and to explain key financial data to them.

This kind of reporting requires: transparency, honesty and articulate capabilities. The chairman, being the head of the Board of Directors which represents the shareholders, is the most likely individual to communicate with shareholders about the state of their company. He might append letters from the CEO and other key executives as well if he so desires, but each of these individuals has an incentive to patronize their reader and focus on what went well. The chairman, having no duty to anyone but the shareholders and reality, is in a better position to see the whole hog and not just the lipstick on the pig.

For reporting to be meaningful, it must take into consideration the entire strategy and how the operations worked to achieve it or fail it. Glossy PR brochures highlighting the charity and good works of the management or employees, of the high level successes that did not translate to the bottom line, or to a stylized, marketing view of the company and its operations that does not drive to the key objectives and how they were met or missed, do not do shareholders any good.

While it’s true that the annual report is a key “marketing” piece in attracting knowledgeable shareholders, its primary purpose is to inform, not to sell. It must focus on the good, the bad and the ugly, not the positive or the bright side.

Fairness

Tied up in the ideas of representation and company purpose is the idea of fairness– are all shareholders treated equally? And are all managers and employees treated the same with regards to their duties to the shareholders?

There are two separate but related concepts of fairness at stake. One is the fairness of decisions between majority and minority shareholders, aka, “taking minority capital hostage.” The other is the fairness of decisions between shareholders and agents of the company, aka, “being subservient to loyalty or tradition.”

It is a sadly common sin amongst many public companies with decisive majority owners, especially owners who are insiders and part of management, that they find ways to employ the company’s capital or govern the company which benefit them at the expense of the passive, minority shareholders. An example of this would be a majority shareholder who is also a manager, who is earning an outsize salary and delivering a subpar return on equity compared to the industry or market, who refuses to “fire” themselves as a manager or scale back their pay. The minority shareholders are in effect subsidizing this poor performance with their capital, which is trapped in the company controlled by the majority shareholder.

This is not “fair” because it doesn’t treat the minority and majority shareholders as economic equals– the majority shareholder enjoys a special benefit or subsidy that the minority shareholder pays for. If the company did not exist, and this arrangement was being proposed as a condition of forming the company, no rational minority shareholder would agree to it. If they wouldn’t agree to it de novo, they can’t be thought of as agreeing to it as part of a going concern. This would be similar in a political system where some citizens are treated as “second class” by the law and discriminated against to the advantage of the privileged class.

The other sin amongst public companies is holding on to operating units or employees or managers who are underperforming in their jobs by some agreed upon, objective standards. These units are typically retained out of a sense of tradition (“We’re an X company, we’ll always be an X company”) or personal loyalty (“Y has been with the company for so many years, we can’t put them out on the street now”). Clearly, these kinds of decisions could easily conflict with a stated purpose such as “To maximize profits to shareholders.” They again represent subsidy. And the fact is that no company has infinite resources or can afford to engage in charity without limit; and if it can’t afford without limit, it can’t afford WITH limits, as the economic consequences are the same– the company is wasting capital on ineffective means.

Adhering to loyalty or tradition at the expense of shareholders means turning the business into a charity. Charity is a private virtue and a public vice and it has no place in a public company in this sense.

Competence

Modern companies are complex organizations with extensive economic resources at their command. The average public company, regardless of market price, has millions to tens of millions of dollars of shareholder capital involved in ongoing operations. There is too much to keep track of, and too much at stake, for a company to allow incompetent people to manage this level of responsibility.

Corporate governance serves another function here in setting standards of value for managers and employees in terms of the competence required in their positions of relative responsibility. Importantly, the Board of Directors can set standards in specific areas, such as financial or economic concepts which have an important bearing on the company’s risk position or the stability and profitability of its operations over time. Internal capital allocation, that is, the determination of how to deploy the company’s capital (buybacks, dividends, the raising of finance, or the investing of capital into operations or liquidating of capital so employed), is a seemingly simple discipline which nonetheless has a magnified impact on the company’s operations and its wealth as a whole– it requires a specific level of competence in the basic concepts and dilemmas involved for a person to add value. Many companies are run by people who do not understand capital allocation, have never studied the issues involved and often aren’t even aware of the momentous decisions they are making with regards to it, instead letting personal prejudice or momentary whim be the arbiter of decisions costing millions of dollars with long-lasting consequences for the company into the uncertain and unknowable future.

The Board of Directors can strongly influence the competence of the company and its management by researching and instituting relevant standards of competence needed in key decision-making areas and working to educate and provide resources to the company’s agents employed in these areas.

Barriers

In economic and business literature the concept of “competitive advantage” often revolves around a related concept of “moats”. A moat is a barrier to entry in a competitive market that preserves the value of incumbent firms by allowing them to spend resources on deploying their business model rather than spending those resources on defending it from competitors looking to do the same.

In the world of corporate governance, a similar phenomenon exists: “shareholder defense” tactics aimed at preventing “takeovers.” However, there is a subtle difference in the nature and virtue of each.

In the business competition sense, moats which provide competitive advantage usually exist as a structural part of the industry– they are embedded in the nature of the economic activity itself or the incentives competitors would face that are innate to margin structure, human behavior, etc. They usually can not be constructed or developed purposefully. Not so with takeover defenses. These are things that a company can or can not choose to employ and which the law often gives power to, implicitly or explicitly.

Competitive advantages protect companies from other companies. But shareholder defense mechanisms do not protect shareholders from other investors– they protect managers from their shareholders!

The actual effect of takeover defense mechanisms, when employed, is to drive a wedge between the people who own the company (the shareholders) and the people who control it (the management) by limiting the authority and control the shareholders have over dismissing or countermanding the management’s decisions.

Staggered boards, for example, help to ensure that change at the board level happens slowly (if at all), rather than as quickly as shareholder ownership changes. If there are 5 board seats and all are held by “insiders” and only 2 come up for bid every few years, then it may be 6 or more years, for example, for a shareholder who manages to obtain a majority of shares of the company to see his majority influence reflected in the composition of the board. That means a long period of time where existing management can work against the shareholder or at cross-purposes.

Poison pills, another common strategy, work to similar effect. A poison pill provision essentially neuters the voting power of a shareholder who manages to accumulate a substantial fraction of the company’s outstanding shares. If the provision says that any shares owned over 10% will vote at 10%, it prevents any specific shareholder from obtaining voting control, which protects the management from being told to change their tune or from being thrown out entirely.

It seems counter-intuitive, but removing barriers to entry for ownership of the firm is an important piece of corporate governance policy to work out. And much like the popular theory of democratic politics or republicanism, reserving the “right to vote” or the legitimate authority of the voters over their political appointees results in a situation where the appointees behave irresponsibly and often build up power and prestige at the expense of the people they were hired to represent.

“Official Positions” of Good Corporate Governance

Outlined below is an attempt at an “official” good corporate governance doctrine that any concerned company, its Board and shareholders could adopt to improve the corporate governance situation at the company. In so doing, it is believed that the company will attract quality, long-term oriented shareholders willing to pay a fair price for a properly managed and profitable enterprise. The items elaborated on below serve to maximize owner agency and with corporate value being a function of that agency, they should also serve the maximize the value of the company.

• The board of directors should represent — meaning, be constituted of — significant shareholders and/or their agents
• The company should be run for the purpose of maximizing the present value of expected cash flows to shareholders
• There should be a constant dialog at the board level which includes larger shareholders about the best way to achieve the stated purpose
• When the opportunity for capital/equity is low, money should flow out of the company; share buybacks and dividends are the way for money to flow out; when the opportunity is high, capital should flow back in; a rights offering (with transferable rights) is the cheapest and fairest way for money to flow back in
• The annual report should have an essay or letter by the chairman (who is ultimately responsible for achieving the stated purpose) reiterating the objective, discussing the level of achievement in the prior year and outlining the strategy that has been agreed upon to pursue it going forward
• It is unfair for a majority or manager to retain employees or operations for sentimental reasons unless they satisfy the purpose of maximizing the present value of expected cash flows to shareholders
• Anyone responsible for achieving the objective should have the necessary grounding in finance and economics to understand how to carry the work out (study an agreed upon bibliography)
• Management/corporate “shareholder defense”/takeover defense mechanisms such as staggered boards, poison pills, limits on shareholder meetings and proposals, secrecy/lack of disclosure, etc., destroy shareholder value by driving a wedge between ownership and control

Review – The Intelligent Investor

The Intelligent Investor: A Book of Practical Counsel

by Benjamin Graham, published 2006

What follows are the notes from my third (lifetime) re-reading of Graham’s classic investment treatise. I had planned to re-read this book after a market sell-off, but I realized this was a futile act of meta-market timing self-delusion and decided since I was interested in it I should just re-read it now. I am glad I did!

Introduction

Developing knowledge about past market experience with stock and bond investments is key to intelligent investment; surveying the past with its ups and downs not only makes the future more predictable but helps to create a rational baseline for our own expectations about what is possible with our investment portfolios. Experience shows that enthusiasm almost always leads to disaster. Market conditions can reward, on a relative basis, a passive versus an active approach– sometimes the effort to reward ratio of active management is not worth the trouble.

The investor’s chief problem is likely to be himself. Mastering oneself is a necessary part of mastering one’s investment program.

The future is uncertain. Nonetheless, we must act on the assumption that sound principles will see us through a variety of conditions over time, just as they have in the past.

Chapter 1

In most periods of market experience there is a “speculative factor” in common stock prices due to the enthusiasm of the marketplace. We must keep it within limits and be prepared for short and long-term adverse results in terms of both financial and psychological experience whenever this speculative factor is present. Acknowledging this reality, it’s extremely important to keep speculative and investment positions in separate accounts and never to let them mingle financially or in our thoughts.

Better than average results require promising prospects (in terms of risk versus reward) and a lack of popular following of certain portfolio holdings when purchased.

Chapter 2

There is no close, time-causal relation between inflationary or deflationary conditions and stock earnings and prices (likely because of Cantillon effects). Earnings rates have shown no general tendency to advance with wholesale price increases. The best result to expect from one’s investment program over long periods of time is approximately an 8% per annum return from a combination of dividends and price increases.

It is the uncertainty of the future that makes the lack of diversification (between common equity and cash/fixed income in a portfolio) folly. At one extreme, one might allocate 25% to stocks and 75% to cash or fixed income, and at the other extreme the inverse. The “happy medium” is 50%/50% between the two. Never should one have 100% of one’s capital in stocks or cash/fixed income– the former suggests an irrational optimism about the future and a total disregard for the risk of adverse conditions, and the former suggests an overly pessimistic view that has given in to the unknowable temptation to time the markets.

Chapter 3

Rather than try to time the market, it is more important to follow a consistent and controlled common stock policy and to discourage the impulse to “beat the market” and to “pick the winners”. The work of a financial analyst falls somewhere in the middle of a mathematician and an orator, in that he must be exact where he can, and qualify where he can’t.

Chapter 4

The rate of return sought from one’s investment portfolio should be dependent upon the amount of intelligent effort one is willing (and able) to bring to bear on the task. Passive indexing requires the least intelligent effort and should bring the lowest return expectation; active value strategies entail the most intelligent effort and should have commensurately higher return expectations.

Long experience shows that the average investor should stay away from high yield (junk) bonds. Experience also teaches that the time to buy preferred shares is when prices are depressed by temporary adversity.

With every new wave of optimism or pessimism, we are ready to abandon history and time-tested principles, but we cling tenaciously and unquestioningly to our prejudices. This is a bias of human psychology which must be overcome if one is to have a successful long-term investment record.

Chapter 5

Common stocks have an added degree of security when the average dividend yield exceeds the yield over that which can be obtained from good bonds.

Rules for common stock portfolios for the defensive investor:

1. Minimum of ten different issues
2. Large, prominent and conservatively financed companies
3. Long record of continuous dividend payments
4. 25x past 7yr average earnings (4% earnings yield) and 20x LTM earnings, at a maximum

Experience shows that large, relatively unpopular companies offer a good hunting ground for the defensive investor to search in.

Chapter 6

Avoid inferior bonds and preferred stocks at prices greater than a 30% discount to pay value; never buy yield without safety. Owners of foreign debt issues have limited legal recourse, which increases their risk. IPOs can be good purchases… years after the fact, at small fractions of their true worth; let others make the quick profits and experience the harrowing losses of recently issued stocks.

Chapter 7

Danger lies in market/public price enthusiasm outstripping earnings growth. Confidence in your investments is a function of proximity and control.

There are 3 primary sources of selection for the enterprising investor’s portfolio:

1. Large, out of favor companies due to temporary developments; large companies are safer than small companies because they’re more likely to weather the storm; always judge average past earnings, not LTM
2. 50% discount to BV or greater, due to currently disappointing results or protracted neglect/lack of popularity
   1. require reasonable stability of earnings over past decade
   2. no earnings deficit in the company’s history
   3. sufficient size and strength to meet possible future setbacks
   4. NCAV bargains are safe and profitable method for finding bargains
3. “Special situations”

The reasons why bargain issues lead to good performance:

• dividend returns are relatively high
• reinvested earnings, which are substantial relative to price paid (BV grows rapidly)
• bull markets are more generous to low-priced issues
• specific factors contributing to poor earnings may be resolved in the interim

One must choose to engage in either active (enterprising) or passive (defensive) investing, there is no room to do both without becoming speculative in one’s thoughts and actions, ie, can’t be “half a businessman”.

Bargain pricing territory begins at 66% of appraised value, as a return to 100% or fair value indicates a 50% potential upside at purchase price.

If you can control a company, you can safely pay closer to fair value for it.

The investor’s choice as between the defensive or the aggressive status is of major consequence to him and he should not allow himself to be confused or compromised in this basic decision.

Chapter 8

Investment formulas are ephemeral and their popularity is their undoing. Rather than market timing, commit to proportional exposure to stocks and cash/fixed income. Every investor who owns common stocks must expect to see them fluctuate in value over the years. Most holdings will advance as much as 50% above the lows, and fall 33% from highs, so set your expectations accordingly.

The virtue of the proportionality formula is that it gives the investor something to do; often it is the inability to sit still and the propensity to tinker that leads to risky novelty. Ironically, higher quality common stocks have more of a speculative element in their price which contributes to their volatility; it is their very popularity and perceived safety which invites unscrupulous risk-takers to dabble in the trading at the margin where the price is set.

Stocks bought closer to book value allow for greater detachment from price fluctuations. Try to be in a position to buy more, including what you already own, when prices fall, assuming value remains in tact. The stock market is often wrong, far wrong, creating opportunity for courageous and alert investors.

All business quality changes with time, sometimes for better and sometimes for worse. Everything is a trade given circumstances and time. Allowing unjustified price action in one’s holdings to influence one’s actions is to turn the basic advantage of liquidity into a disadvantage. True investors see price fluctuations one way: as opportunity to buy what is cheap and sell what is dear. Therefore, the litmus test for investment versus speculation is this, Do you try to anticipate and profit from market fluctuations, or do you look for suitable securities to acquire and hold at suitable prices?

Good managements produce good average market prices and bad managements produce bad market prices.

Chapter 10

Businessmen seek professional advice on various elements of their business, but they do not expect to be told how to make a profit; investors must be similarly responsible.

Chapter 11

The behavior of a security analyst includes:

• examine past, present and future of a security
• describe the business
• summarize its operating results and financial position
• explain the strengths and weaknesses of the business, its possibilities and risks
• estimate future earnings power under various assumptions
• compare companies, or the same company at different times in its history
• provide an opinion as to the safety of the security

The more dependent valuation is on an assumption about the future, the more vulnerable that valuation is to miscalculation and error.

When evaluating corporate bond safety, judge it by the total interest charges as a multiple of past average earnings (7yrs) or against the “poorest year” of earnings.

No one really knows anything about the future. A company with a high valuation for good performance is already getting a premium for good management, don’t double count management value separately.

One test of quality is an uninterrupted record of dividends going back a number of years. Dividends can’t be forged.

The multiple on earnings is an implied growth rate, pay attention to this fact. There is no way to value a high growth company in which the analyst makes realistic assumptions of both the proper multiple for current earnings and the expected multiple for future earnings.

An analyst can be imaginative and play for big profits as a reward for his vision (entrepreneurship) or he can be conservative and refuse to pay more than a minor premium for possibilities as yet unproved; but do one or the other.

As an exercise, do a valuation based on past performance and another on expected future performance and compare the two. This can be beneficial because it:

1. provides useful experience
2. creates a record of the experience (allowing for self-evalution)
3. may lead to improved methods of analysis in examining the record

Chapter 12

Don’t take a single year’s earnings seriously, it’s too easy to fudge the numbers with special charges and one-off items. Sometimes large losses in the past create tax advantages which boost earnings unfairly in the present, so remember to adjust earnings for the average tax impact. Using average earnings smooths out special charges and other one-time items which is another reason to use an average as it reduces the work of trying to “normalize” earnings over time.

Chapter 13

High valuations entail high risks.

Chapter 14

You should reject from your consideration companies which:

• are too small
• have a relatively weak financial condition
• have a stigma of earnings deficit in their 10 year record
• do not possess a long history of continuous dividends

There is an absence of safety when too large a portion of the price is dependent on ever-increasing future earnings. Stock portfolio earnings overall should be at least as high as the rate on high grade bonds.

Even defensive portfolios should be turned over occasionally, if a holding has seen excessive advance and this is a more reasonably priced issue available. It’s better to sell and pay the tax than not to sell and repent the foregone profits.

Do not be willing to accept prospects and promises of the future as compensation for the lack of sufficient value in hand. Leave the “best” stock alone, instead emphasize diversification more than individual selection. If one could select the best unerringly, one would only lose by diversification.

Chapter 15

There are extremely few companies which have been able to show a high rate of uninterrupted growth for long periods of time; conversely, remarkably few of the larger companies suffer ultimate extinction. Competitive advantage in investing lays in focusing one’s efforts on the part of the market systematically overlooked by everyone else.

When Graham owned net-nets, he owned about 100 at a time– “extreme” diversification.

The Graham-Newman playbook included:

• self-liquidations and related hedges (performed well in bear markets)
• working-capital bargains (NCAVs)
• a few control operations

The right time to buy a cyclical enterprise is when:

1. the current situation is unfavorable (macro)
2. near-term prospects are poor
3. the low price fully reflects the pessimism of the market

When browsing the stock guides for opportunity, look for the following characteristics:

1. P/E of 9x or less
2. financial condition
   1. current assets >= 1.5x current liabilities
   2. debt <= 1.1x net current assets
3. earnings, no deficit in the last 5 yrs
4. some history of dividends
5. earnings growth, last years earnings > 5 yrs ago
6. price < 1.2x BV

You can use ValueLine, stock screeners or Google Finance-linked GSheets to filter.

If you were to use a single criteria to pick stocks, two items have worked successfully in the past:

1. important companies (S&P 500) trading at a low multiplier
2. a diversified list of net-nets have performed “quite satisfactorily”

When the going is good and new issues are readily saleable, stock offerings of no quality at all make their appearance.

Special situations are the realm of the pro and require focus and dedication to yield results. Do not do them as one-offs.

Chapter 16

The addition of a conversion privilege on a security betrays the absence of investment quality.

Chapter 17

If a company pays no taxes for a long time, it throws into question the validity of reported earnings. Watch out also for “channel stuffing” of special charges into a single year on the income statement.

Chapter 19

When to raise questions with management:

• unsatisfactory results
• results which are poor compared to competitors
• long discrepancy between price and value

As a rule, poor managers are changed not by activism, but by a change of control.

Dividends can be valuable to the owner of a poorly-run company because they allow some value to escape from the clutches of bad management.

There is no reason to believe expansion moves by a bad management will deliver anything other than more poor results.

Chapter 20

The function of the Margin of Safety is to render unnecessary an accurate estimate of the future. In stocks, the Margin of Safety lies in the expected earning power being considerably above the going bond rate. Chief losses come from low quality businesses bought in favorable times. Margin of Safety is totally dependent on the price paid; it is largest at one price, smaller at another and non-existent at a third.

The insurance underwriting process can be thought of as Margin of Safety applied to diversification of bets.

There is no Margin of Safety available in staking money on a market call.

There is no valid reason for optimism or pessimism of the continued function of quantitative methods of analysis.

The Margin of Safety is demonstrated by figures, persuasive reasoning and reference to actual experience.

Do not try to make “business profits” out of securities unless you know as much about their value as you’d need to know about the value of merchandise you proposed to manufacture and deal in. Do not enter into an operation unless a reliable calculation shows it has a fair chance of a reasonable profit. Stay away from situations where you have little to gain and much to lose. Have courage in your knowledge and experience; act on your judgment even when it differs from others. Courage is the supreme virtue when adequate knowledge and tested judgment are at hand.

To achieve satisfactory results is easier than most people realize; to achieve superior results is harder than it looks.

Postscript

One lucky break, or shrewd decision, may count more than a lifetime of journeyman efforts; but those efforts — preparation and disciplined capacity — are what expose you to the good fortune in the first place.

The Superinvestors of Graham-and-Doddsville

• Think always of price and value.
• With a significant Margin of Safety in place, something good might happen to me.
• Size is the anchor of performance.
• Always buy the business, not the stock, mentally speaking.
• The greater the potential for reward, the less risk there is.
• Don’t make easy things difficult.
• Potential for profit will exist as long as price and value diverge in the market.

Review – The Snowball

The Snowball: Warren Buffett and the Business of Life

by Alice Schroeder, published 2008, 2009 (condensed and updated)

This is my second reading of The Snowball. I enjoyed it almost as much as the first, five years ago, and definitely took away different things from this reading than I did last time. At that time, I was just finishing my “personal MBA”  deep-dive into value investing and was interested in Schroeder’s Buffett bio mainly for the information and insight it would yield into Buffett’s approach and track record as an investor. I was surprised to come away from that reading realizing that the book was a moral parable in the form of a man’s life (an incredibly successful, well-known and near-worshipped man) and my second journey through the book was more focused on the question “How should I think about living my life?” than the question “How should I think about investing?”

I found the book most exciting to read and most interesting personally in the exploration of Buffett’s origins and the detailed narrative about the first twenty years of the partnerships that proceeded his investment in Berkshire Hathaway. As the story wore on and it became more about managing what he had and dealing with the consequences of choices wrought long ago, I found myself losing interest, particularly as the Salomon and Long-Term Capital Management sagas carried on for a mind-numbing fifty-plus pages in total.

Buffett’s childhood was far more unusual than I cared to notice in my first reading. He was obsessed with business, investing and the impact of statistics in life not just from a young age, but in ways that were extraordinary even for someone to be described as “doing X from a young age” would imply by itself. Obsessed is not a word I use lightly here. The young Buffett was probably an odd creature to be around, even for people who loved him or found him interesting or were of unusual talent and ability themselves. This seems confirmed in later years when so many people familiar with him describe feeling exhausted after spending just a few hours with him. It helped me to realize how unfair and pointless trying to compare yourself to a person like Buffett is.

When asked by Bill Gates, Sr., at a dinner what single word they’d use to describe the outcome of their life and their success, Buffett said, “Focus.” As Schroeder describes in many places in the book, and especially at length in the final chapter, “focus” means something completely different when Buffett says it versus anyone of lesser ability and different personality. When Buffett says “focus” he means “to the exclusion of all else, with relentless, all-consuming energy, without tiring or being distracted.” There is no balance working behind the scenes. He gave up a lot of “normal” things most other people would insist on or desire in distinction to that which they were focused on, not as a sacrifice but as an inevitability of his personality.

The most obvious and tragic is his relationship with his family and his relationship with himself. Most other people who are driven towards success in their field and the monetary rewards that typically come with it offer up the excuse of their family as their motivation, honestly or not. This wasn’t the case for Buffett, and achieving supremacy in his profession and in his personal net worth really didn’t do anything to enhance his relationship with his family or the way he cared for them. It is indicated on numerous occasions what kind of tradeoff he would’ve had to make to be more involved with his family, and he never did it. It’s an excellent reminder for someone who sees themselves as driven to achieve that these tradeoffs are real and accepting a “lower rate of return” in one’s efforts is a necessary (and happy?) price to pay to maintain a relationship with one’s family, which itself is valuable.

Buffett’s relationship with himself is also instructive in this regard. Many people wonder how money can’t solve most problems, and why people who are super wealthy continue to eat poorly, exercise infrequently and maintain the same limited psychological state and insecurities they possessed before they achieved glory. The answer again is simple– in the drive toward massive wealth, things get set aside and often it is the improvement of the self as a holistic unit that is set aside first in order to claim excess in one aspect.

Of course, we can’t expect Buffett to be perfect. Nobody is, and the point of mentioning this isn’t to point out the man’s flaws, but to explain them. You can’t have Buffett and have these issues resolved to everyone’s satisfaction. They come with the territory. If you want to be “focused” like Buffett, plan on neglecting your family and yourself, quite a bit. That’s only a judgment if you think those things are objectively more important than wealth or self-actualization in the area of generating wealth. That’s not really a judgment I want to make here and I think it misses the point.

Yet, Buffett’s flaws make for a fascinating lesson in a different way. Though Buffett was unusual, and exceptional, and completely driven toward a single-minded purpose from a young age, the path was far from certain that he would need to tread to get to wherever it was that he would end up going. It’s easy to sit here today reading a book published almost ten years ago, recounting events that unfolded over the past eighty, and see what was inevitable as inevitable. But Buffett made mistakes. Many of them, along the way. That’s what’s truly remarkable, that he made mistakes and still arrived where he did. It’s a good salve for a person carrying around the perfectionist fallacy. Give it a rest and get going, you can make some mistakes and still end up alright if Buffett is any example.

I love reading stories like this, stories of flawed people of unusual ability who managed to achieve something heroic even if their life wasn’t truly ideal. I love knowing it can be done. I love knowing what the pitfalls and the tradeoffs are, so I can be mindful of them myself. I love the way I can give myself permission to not achieve what they achieved (in kind or in magnitude) having the benefit of hindsight to see what it truly took that I can’t give, or won’t.

But most of all, I just love watching someone create something from nothing. That creative energy is uniquely human and what I admire most about our species and this little project called “civilization” that we’re all tinkering away on. The Snowball is not as great an investment manual as I originally thought it was (for that, I’d recommend Buffett’s BRK shareholder letters, along with or after reading Graham’s Security Analysis and The Intelligent Investor), but it is an epic moral profile and a captivating read overall because of it.

What I Learned Selling My Nintendo Stock

I’ve been giving some thought to what I have learned from my experience with investing in and subsequently selling Nintendo stock over the last 5 years.

The story begins in 2012, when I noticed that this beloved company, one whose products I was intimately familiar with growing up, was trading at a price that valued the company little beyond the enormous pile of cash on its balance sheet. This cash stockpile was the result of an enormous run of success with the company’s smash global hit game console, the Wii, and its conservative corporate practices. The Wii-era resulted in the coining of a new term amongst the company’s followers and managers, “Nintendo-like profits”, which translated into layman’s terms simply means “insane profitability.”

Investors came to expect “Nintendo-like profits” from Nintendo as a right, when the reality of looking at the company’s business in the past would’ve shown that it was a cylical business with unpredictable fads and discouraging failures. The Nintendo Entertainment System (or Famicom, as it was known outside the US) put the company on the map as a home gaming company, the Game Boy handheld gaming system proved to be revolutionary and a success and the follow-up 16-bit era console, the Super NES, was also commercially successful.

But the follow-on systems in the Game Boy line, while commercial successes, were not global phenomena like the original. And the home console business took it on the chin two generations in a row. While fondly remembered by fans, neither the Nintendo 64 nor the Gamecube saw wide install bases in the era of the Sony Playstation and Microsoft Xbox, an era that also saw the downfall of SEGA and other one-off competitors. Like clockwork, this led to critics and investors questioning the Nintendo model, which had emphasized creativity and pushing the cutting edge of technology whereas Sony and Microsoft competed on the basis of raw hardware power emulating a home PC and captured the coming-of-age “hardcore gamer” market demographic. Nintendo seemed like kid stuff, for people who weren’t serious about gaming.

Of course, that is precisely where Nintendo scored its home run with the Wii, a console aimed at casual players. I rehash all this history only to demonstrate that the company never was and likely never will be a “blue chip”, steady eddy company with a predictable earnings stream built on a permanent plateau. The nature of creative offerings (like a movie studio) and the insistence on being fresh, original and looking for new ways to play (“blue ocean strategy”) is inherently cyclical and prone to incredible volatility in earnings and expense.

Luckily, Nintendo has a super strong culture that knows and understands their own business strengths and weaknesses and engages in corporate planning accordingly. They don’t carry debt and, as mentioned before, they held on to their massive cash stockpile earned in the boom years, knowing it would be valuable to them in getting through the inevitable lean years. Most companies would go on an acquisition spree after this kind of “windfall”, not knowing what to do with it. And their mercenary management team would be looking for another big score to increase their glory before driving the company off a cliff– and rolling out the door of the vehicle and on to their next disaster before it plummets to its fiery death.

But Nintendo is served by extremely-long tenured managers and creative designers, many of whom have been with the company before it was a dedicated gaming company and was a purveyor of cheap toys and other mishmash business lines.

Additionally, Nintendo has built a powerful library of IP over the years with their character and game world properties, which they have done little to monetize in ways outside of traditional gaming through other creative licensing. And it wasn’t even until recent generations of their game systems, such as the Wii, where they even had the technology or willingness to monetize their own game library for nostalgic customers.

So, let’s review some items discussed so far:

• Nintendo is a cyclical company prone to booms and busts in its fortunes
• Nintendo has a strong culture, driven by its long history and dedicated creative and marketing strategy
• Nintendo has long-tenured leadership with experience and comfort with the cyclical nature of its business
• Nintendo has a pristine balance sheet driven by its conservative corporate culture
• Nintendo has an extremely valuable IP library it has barely worked to exploit

Because the company has a cyclical model, it was available at an unreasonable price when I came upon it, trading for little more than the value of the cash on the balance sheet. While it is true that the cash is “phantom” because the company will need it to fund its continued R&D and marketing during off years, that didn’t make it a value trap but rather valuable– outsize success is as predictable as disappointing failure for this company, and over time value is accruing to stockholders on average.

This is a strong franchise business, one that will be worth more and more over long periods of time because of its IP-based business model. And when you’re able to buy it so cheaply, the Margin of Safety is enormous, because the company has so much positive optionality because of its strong culture, strong IP library which remains unexploited and its conservative corporate practices. There are so many things that can go right for it which are surprising and hard to predict, while there are relatively simple and certain threats or things that can go wrong which are already accounted for and factored into the price– a poorly-received system, a change in the industry that makes dedicated home consoles a less valuable offering, etc.

What I did wrong is I got scared and I got greedy. From the lows at which I purchased stock in Nintendo, the company rocketed upward over the next 4 years, in spite of the massive depreciation of the Yen (which actually caused major forex headaches, because a lot of the company’s cash has been repatriated and held as Yen), in spite of the sudden death of its beloved and talented president, Satoru Iwata, and in spite of the abysmal fortunes of the Wii U. The company followed its strategy very faithfully and began exploiting its IP in new ways, as predicted– movie studio partnerships, licensing to theme parks, strategic partnership with a mobile gaming company (DeNA) to release official Nintendo smartphone games, the opening up of the company’s game library IP to more “virtual console” sales, greater emphasis on digital product distribution at higher margins, renewed success with the 3DS handheld gaming platform, the rollout of the wildly popular Pokemon GO and most recently, the release of the greatly anticipated Nintendo Switch, which has met both critical and commercial acclaim during its first two, non-holiday sales period months on the market.

I decided to “take profits” during the Pokemon GO craze, thinking this bubbly atmosphere was not sustainable and people would soon come to their senses. I was worried about the Nintendo Switch (still code-named “NX”) being a flop. I was worried about a global recession taking the wind out of consumers’ sails and reducing discretionary income for gaming. I was worried about the lack of news about Nintendo’s “Quality of Life” division. I was noticing a big gap between Nintendo’s new valuation and its actual reported earnings, creating a multiple I wasn’t comfortable with.

I am not trying to engage in hindsight based off of recent price movements. While the company’s stock is off its most recent highs during the Pokemon GO craze, it is still “lofty” compared to where I bought it (as of this posting, the stock trades for about Y29,000 per 100 block unit, and I bought around Y9,800 per 100 block unit). What I am trying to do is evaluate a decision to sell a company that is just now hitting a predictable stride when I bought it at a price closer to it seeming like it was going out of business.

What I have learned from this experience is that when you buy something valuable cheaply, you can afford to wait. You can afford to be patient. You can afford to watch it run up, and potentially run back down again. It doesn’t matter. You make your money in buying it below what it’s worth, not selling it when it’s “too far gone.” That low cost basis becomes an absurd comp for future dividend streams, embedding a high cap rate in the initial purchase, and then you get whatever further corporate value the company generates in the meantime as a bonus.

I really regret selling Nintendo, not because the stock didn’t crash like I thought it would (it was silly for me to think I could “time” it, but that’s a separate issue), but because I had owned it so cheaply, it has done everything I expected it to and I could’ve afforded to be patient.

The Trouble With Indexing, A Reader Comments

Reader CP had this succinct analysis of the trouble with indexing as an investment strategy:

I think that, in practice, index investing means:
“Treat cash like it’s toxic and buy a little bit of everything at the asking price.”

It’s an idea which has happened to enter a positive feedback loop and thereby generated attractive retrospective returns since 2009. (Although the price appreciation of the S&P since 2007 has only been about 4% a year not counting dividends!)

Buying everything at the asking price would not work or be considered a valid strategy in any type of wholly owned and operated business. Imagine if you just bought every [retail operation] at the asking price.

Actually, people do this from time to time, it’s called a roll up and the stock price chart looks like the market chart now – a parabola followed by a huge crash. Dendreon’s problem was that they levered up and bought every pharma company they could for asking price.

So I don’t see why or how buying pieces of businesses at asking price will do anything except transfer value to the sellers, i.e. result in losses, which will be crystallized someday, for the buyers.

A Summary Of Horizon Kinetics’ Arguments Against Indexation

Murray Stahl and Steven Bregman of Horizon Kinetics have written an ongoing series examining the theoretical and practical flaws of indexation as an investment strategy. As the series is long and the arguments are many, I’ve decided to try to summarize each of their major essays into a single summary sentence to make the argument easier to follow. All links below come from the “Under the Hood: What’s In Your Index? series:

1. International Diversification – Bet You Don’t Know How Much You’ve Got, investors seeking diversification with their indexing strategies are ignorant of the fact that almost 30% of the revenues of S&P 500 companies come from outside the US, and many international companies in non-US indexes derive substantial parts of their revenue from the US; therefore political diversification of economic risk is illusory in index allocation strategies
2. Not Your Grandfather’s S&P, the calculation of the S&P 500 was adjusted for available float (non-inside held shares) beginning in 2005, meaning that much of expectations about its return built on past price performance is no longer analagous because earlier index returns were purely market cap-weighted and thus the index got the full benefit of great, insider-owned growth stories such as Wal-Mart and Microsoft
3. Your Bond Index – Part of the ETF Bubble; valuation-agnostic institutional investors following a “diversified” asset allocation model use tools such as international bond ETFs to gain exposure, and the liquidity constraints of the underlying issuance create perverse results wherein war-torn, criminally fraudulent and economically unstable foreign regime debt ends up with lower yields than stable, profitable US corporate debt
4. How to NOT Invest in the Dynamism of Emerging Markets: Through Your Emerging Markets ETF; using India ETFs as an example, it is shown that the concentration of market caps, lack of trading liquidity and concentration of the largest firm’s revenue sources outside the home market imply that one can not reliably get exposure to an emerging market by buying emerging market ETFs, meaning that the “diversification” available with such tools is illusory
5. How Liquid is YOUR ETF, or What Does This Have to Do With Me?; in a “virtuous circle”, the liquidity of index ETFs has attracted long-term asset allocators whose allocation decisions have created even greater liquidity in the ETF, but the events of August 24th, 2015, show that it’s possible for this circle to operate in reverse, creating sharply-divergent share price performance between an ETF itself and its underlying holdings
6. The Beta Game – Part I; allocation models favor low-beta strategies (historical price risk relative to broader market) over high-beta strategies, such that high-beta strategies are being allocated out of existence and low-beta strategies are being allocated into a bubble, even when the underlying strategy itself seems to imply higher risk and volatility than the broad market
7. A New Bubble Indicator; Is One of Your Stocks In a Momentum ETF?; “the appearance of billion-dollar momentum ETFs means that the most expensive stocks are being bid higher, and those that have not done well – that is, their relative momentum has abated, as it ultimately must – are being sold short, so the cheap are being sold cheaper”, “The index universe has become, simply, a big momentum trade. It is the most crowded trade in the history of investing.”
8. The Beta Game – Part II; when the beta-trade goes in reverse because peak beta-driven demand is reached, index ETFs which are primarily purchased because of their beta will fall in value and funds will flow into contrarian, non-indexed securities which will also have constrained supply (illiquid) resulting in sharper price increases
9. The Robo-Adviser, Part I: What Does Rebalancing Mean to You?; asset allocation patterns, especially the robo advisor-driven variety, create a structural need for outsize turnover volumes of ETFs versus the turnover of their underlying stocks as portfolios are more aggressively rebalanced, in the future a cascading rebalancing effect could create dramatic selloffs in underlying securities just as cascading demand seems to drive price increases on the way up
10. The Robo-Adviser, Part II: What’s in Your Asset Allocation Program?; robo-advisor portfolio recommendations seem to make similar investment allocations despite different inputs, creating a herd momentum in index ETFs
11. How Indexation is Creating New Opportunities for Short-Sellers, And Why This Should Alarm Ordinary Buyers of Stock and Bond ETFs; historically low interest rates and growth of indexing as a strategy have made short-selling a punishing exercise, but sudden and unpredictable price volatility will force low-beta ETFs to dump their holdings in favor of other securities, opening up opportunities for short-sellers to profit
12. Why Utility Stocks Should Concern Income-Oriented Investors; qualitative analysis reveals a worrisome risk picture for the utility industry, yet ETF flows and the search for yield have combined to create high P/Es for the industry as a whole
13. The Exxon Conundrum; despite a massive decrease in the price of oil and thus $XOM’s per share earnings, its share price was relatively unimpacted and it remains an overweight position of numerous ETFs, suggesting it is $XOMs pre-existing size and liquidity which generates its (over-)valuation, and not the other way around
14. 5000 Years of Interest Rates (Part I); interest rates in 5,000 years of recorded human history across the globe have never been near zero or negative as they predominantly are in Western economies at present, meaning equity valuations are built on truly unprecedented circumstances while most financial logic involves historical pricing as a basis constructing behavioral models
15. 5000 Years of Interest Rates (Part II); interest rate increases would result in painful adjustments to the value of fixed-income (bonds) and fixed income-like ETFs (REITs, utilities), and a safer bet would be in non-indexed securities whose prices are already somewhat depressed and whose underlying businesses represent idiosyncratic risks versus the broad market
16. What’s in Your Index? The Value of Cash; cash is deemed to be a liability in a low interest rate environment, creating a drive to acquire assets regardless of valuation, when in reality cash might be the very thing investors need to survive the coming tide of rising rate-induced market crashes
17. What’s in Your Index? Gold Miner ETFs; leveraged ETFs in the gold miner space seem to be creating price movements divorced from the underlying fundamentals of gold itself, indicating this is not an efficient market despite the fact that it is being indexed (or rather, because it is being indexed)
18. The Indexation That Is, Versus The Indexation That Should Be; the commodity nature of index strategies implies that most fund providers who face the same profit motives as active managers of the past will promote diversification strategies to “index investors” that will cause them to underperform the broad market for the same reasons active managers did

The Argument (So Far), Summarized:

•  Modern indexation is primarily practiced via allocation to various thematic ETFs
• The construction of the thematic ETFs is often inconsistent with their stated theme and therefore unable to provide the sought after diversification, due to liquidity constraints
• The price behavior and valuation of the holdings within these ETFs seem divorced from underlying economic reality and are largely explainable through the feedback mechanism of high inflows to indexation/ETF-based strategies themselves
• Myopic focus on beta (a measure of relative volatility) and momentum (tendency for price trend to continue, a characteristic which shouldn’t exist in an efficient market) have created herd mentalities and currently dominate index-driven strategies
• Indexation as a strategy requires and logically replies upon historical price data, but the data being relied upon was gathered in an interest rate environment that was historically normal but entirely dissimilar to recent interest rate paradigms, bringing into question the validity of this data to present strategies
• Indexation relies upon the existence of an efficient market to operate, but the indexation phenomenon itself seems to be driving persistent inefficiencies in the market, bringing into question the stability of the indexation phenomenon
• Most current index investors do not follow the historic and academic recommendations for executing an index strategy, nor can they given the profit motives of investment marketers offering ETFs outside of the broad market index theme, ensuring underperformance relative to the index benchmark for the same reasons active managers underperformed in the past

BONUS, Horizon Kinetics Q4 2016 Market Commentary, summarized:

• When the total available pool of index-driven funds reaches its limit, index strategies which are valuation-neutral will no longer set the marginal price for the underlying securities they own, and that price will be set by value-conscious active managers, implying a sharp correction downward for indexed security prices in general
• Indexation as a strategy has a place in certain portfolios in a “normal market”, but this is not that market and therefore indexation seems to carry undue risk
• There is no such thing as an “inadequate index return”, so index investors have no logical basis for being unhappy with the returns they get
• If index investors did try to pull their money all at once, there is no logical alternative to active asset managers because bonds are priced too high to offer a greater return and there is not enough money in money market funds to change places with the index fund outflows at current prices
• Returns to large cap equities from 1926-2015 have averaged between 9% and 10% a year; returns to equities from 1824-1924 averaged 7% a year, but most of that return came in the form of dividends, not price appreciation
• In an age of indexation, true diversification comes from analyzing individual securities and finding the one’s whose share price performance is not dictated by broader market trends, as indexed ETF securities are
• The age of analyst-driven active management may again be upon us