Bruce Berkowitz of Fairholme Funds, talks with Bloomberg's Matt Miller from Miami about his investment strategy, U.S. stock market volatility and holdings in WellCare Health Plans Inc. and Sears Holdings Corp.
Wednesday, March 19, 2008
Monday, February 25, 2008
Warren Buffett: How to Make 50% Per Year
Warren Buffett achieved 50% return on small capital during his early years. When asked how he would try to do it again today, he shared the following ideas:
Focus on things that are knownable and important.
I don’t care about a possible recession; I don’t spend a minute thinking about it. The next 20 years should be good; we’re in the game forever. We focus on things that are knownable and important. We don’t know how to forecast, it’s meaningless to us.
We will win by playing our game or finding weak opposition.
We look at ourselves as golfers. We don’t know which holes will come and in what order, but over 18 holes, we will win by playing our game or finding weak opposition. See’s Candy, Coca-cola – nothing else is in your mind when it comes to candy or soda. Share of mind equals share of market.
Attractive opportunities come from observing human behavior.
In 1998, people behaved like frightened cavemen (referring to the Long Term Capital Management meltdown). They will be frozen by fear, excited by greed and it doesn’t matter what their IQ, degrees etc is. Growth of 50% per year is with small capitalization, not large cap. It’s just capitalizing on human behavior. It’s human emotion that make opportunities when people are frozen by fear or excited by greed. Human behavior allows for success if you are able to detach yourself emotionally.
Seek out publishers of stock information and look for various investment guides.
Go through every manual page by page. I recently bought a copy of the 1951 Moody off of Amazon. On page 1433, there’s a stock you could have made some money on. The EPS was $29 and the Price Range was from $3-$21/share. On another page, there is a company that had an EPS of $29.5 and the price range was $27-28, 1x earnings. You can get rich finding things like this, things that aren’t written about. Look through investment guide on Korean stocks.
Look for simple things that can't go wrong.
In your investing life you will have several opportunities and one or two that can’t go wrong. For example, in 1998 the NY fed offered a 30-year treasury bonds yielding less then the 29-½ year treasury bonds by 30 basis points, because Long Term Capital was trying to get out of a highly leveraged trade.
Warren Buffett said: "If you try to be a little smarter, you may end up a lot dumber." At Zenway.com, we stick to what is simple and understandable. Our Zen of investing is getting back to the basics, apply ancient tried-and-true mind development techniques, and focus on doing simple things extraordinarily well.
Brian Zen, CFA
http://www.zenway.com - from wisdom to wealth
Focus on things that are knownable and important.
I don’t care about a possible recession; I don’t spend a minute thinking about it. The next 20 years should be good; we’re in the game forever. We focus on things that are knownable and important. We don’t know how to forecast, it’s meaningless to us.
We will win by playing our game or finding weak opposition.
We look at ourselves as golfers. We don’t know which holes will come and in what order, but over 18 holes, we will win by playing our game or finding weak opposition. See’s Candy, Coca-cola – nothing else is in your mind when it comes to candy or soda. Share of mind equals share of market.
Attractive opportunities come from observing human behavior.
In 1998, people behaved like frightened cavemen (referring to the Long Term Capital Management meltdown). They will be frozen by fear, excited by greed and it doesn’t matter what their IQ, degrees etc is. Growth of 50% per year is with small capitalization, not large cap. It’s just capitalizing on human behavior. It’s human emotion that make opportunities when people are frozen by fear or excited by greed. Human behavior allows for success if you are able to detach yourself emotionally.
Seek out publishers of stock information and look for various investment guides.
Go through every manual page by page. I recently bought a copy of the 1951 Moody off of Amazon. On page 1433, there’s a stock you could have made some money on. The EPS was $29 and the Price Range was from $3-$21/share. On another page, there is a company that had an EPS of $29.5 and the price range was $27-28, 1x earnings. You can get rich finding things like this, things that aren’t written about. Look through investment guide on Korean stocks.
Look for simple things that can't go wrong.
In your investing life you will have several opportunities and one or two that can’t go wrong. For example, in 1998 the NY fed offered a 30-year treasury bonds yielding less then the 29-½ year treasury bonds by 30 basis points, because Long Term Capital was trying to get out of a highly leveraged trade.
Warren Buffett said: "If you try to be a little smarter, you may end up a lot dumber." At Zenway.com, we stick to what is simple and understandable. Our Zen of investing is getting back to the basics, apply ancient tried-and-true mind development techniques, and focus on doing simple things extraordinarily well.
Brian Zen, CFA
http://www.zenway.com - from wisdom to wealth
I Build, I Dream, I Love, Anyway
You can spend your whole life building
Something from nothin'
One storm can come and blow it all away
Build it anyway
You can chase a dream
That seems so out of reach
And you know it might not ever come your way
Dream it anyway
God is great
But sometimes life ain't good
And when I pray
It doesn't always turn out like I think it should
But I do it anyway
Yea- I do it anyway
This world's gone crazy
It's hard to believe
That tomorrow will be better than today
Believe it anyway
You can love someone with all your heart
For all the right reasons
In a moment they can choose to walk away
Love 'em anyway
God is great
But sometimes life ain't good
And when I pray
It doesn't always turn out like I think it should
But I do it anyway
Yea - I do it anyway
You can pour your soul out singing
A song you believe in
That tomorrow they'll forget you ever sang
Sing it anyway
Yea, sing it anyway
Yeah, yeah!
I sing
I dream
I love anyway
Sunday, February 24, 2008
A Dance That Moved Millions to Tears
Zen Lesson of the Day:
Never give up your dream! Even if you have lost your right arm or left leg, in real life, or in the stock market!
This award-winning dance is a miracle and a real life story of the life struggles of a dancer who lost her right arm and a man who lost his left leg.
The girl dancer, Ma Li, lost her dance career and boyfriend after she lost her right arm in a traffic accident. She tried to commit suicide at home. Fortunately the attempt was discovered by her parents. The whole family washed their faces with tears.
The boy dancer, Xi Xiao Wei, fell from a tree at the age of four, was ran over by a rural tractor over his left leg. He slept in a coma for seven days and nights. Upon waking up and feeling so hungry, while his father was trying to give him a lecture on setbacks in life, the boy asked: “Do setbacks taste good, papa?” Dad left the food on the table and walked out in tears while murmuring: “Setbacks taste good. You eat slowly, one by one, OK?”
The boy had no background in dancing and did not know how to hold his partner. During their rehearsals, the girl had to endure countless painful falls for endless days and nights...
And the end result is this dance of amazing grace and beauty that drove millions to tears all around the world.
THE LESSON
This is another testimonial that the biggest setback in life is often the unusual springboard to unprecedented success, just like what happens in the stock market. This fall down and rise up phenomenon is the manifestation of the cosmic force behind value investing: The Law of Yin-Yang. You always have the darkest night before the light of the day.
Therefore, success springs from painful setback and struggle. Failure murks from self-congratulation and arrogance.
Just as Benjamin Graham quoted: "Many shall be restored that now are fallen and many shall fall that now are in honor." (HORACE -- Ars Poetica.)
Brian Zen, CFA
http://www.zenway.com - from wisdom to wealth
Never give up your dream! Even if you have lost your right arm or left leg, in real life, or in the stock market!
This award-winning dance is a miracle and a real life story of the life struggles of a dancer who lost her right arm and a man who lost his left leg.
The girl dancer, Ma Li, lost her dance career and boyfriend after she lost her right arm in a traffic accident. She tried to commit suicide at home. Fortunately the attempt was discovered by her parents. The whole family washed their faces with tears.
The boy dancer, Xi Xiao Wei, fell from a tree at the age of four, was ran over by a rural tractor over his left leg. He slept in a coma for seven days and nights. Upon waking up and feeling so hungry, while his father was trying to give him a lecture on setbacks in life, the boy asked: “Do setbacks taste good, papa?” Dad left the food on the table and walked out in tears while murmuring: “Setbacks taste good. You eat slowly, one by one, OK?”
The boy had no background in dancing and did not know how to hold his partner. During their rehearsals, the girl had to endure countless painful falls for endless days and nights...
And the end result is this dance of amazing grace and beauty that drove millions to tears all around the world.
THE LESSON
This is another testimonial that the biggest setback in life is often the unusual springboard to unprecedented success, just like what happens in the stock market. This fall down and rise up phenomenon is the manifestation of the cosmic force behind value investing: The Law of Yin-Yang. You always have the darkest night before the light of the day.
Therefore, success springs from painful setback and struggle. Failure murks from self-congratulation and arrogance.
Just as Benjamin Graham quoted: "Many shall be restored that now are fallen and many shall fall that now are in honor." (HORACE -- Ars Poetica.)
Brian Zen, CFA
http://www.zenway.com - from wisdom to wealth
Sunday, January 27, 2008
Why Ackman Is Shorting MBIA
Here is the open letter from hedge fund guru William A. Ackman to various credit rating agencies. Ackman is shorting MBIA and Ambac. We would love hear Martin Whitman's bull arguments and detailed analysis. Please post your insights and comments!
Brian Zen, CFA
http://www.zenway.com - wealth management for financial peace of mind.
WHY WILLIAM A. ACKMAN IS SHORTING MBIA
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
January 18, 2008
Mr. Raymond McDaniel Mr. Stephen Joynt
Executive Chairman and CEO CEO and President Moody’s Corp. Fitch Ratings
99 Church St. One State Street Plaza
New York, NY 10007 New York, NY 10004
Mr. Deven Sharma
President
Standard & Poor’s
55 Water Street
New York, NY 10041
Re: Bond Insurer Ratings
Ladies and Gentlemen:
As a Nationally Recognized Statistical Rating Organization, Moody’s, S&P, and Fitch have been granted a level of authority that capital market participants and Federal and State regulators have historically relied upon in evaluating the safety and soundness of corporations, regulated financial institutions, and structured finance securities. To state the obvious, because of your critical role in the capital markets, it is essential that the ratings you publish are the result of comprehensive and accurate analysis.
As you well know, we have privately, in meetings and correspondence with you, and publicly in various presentations that we have made, called into question your ratings of the bond insurance industry, in particular, the ratings for MBIA Insurance Corp. and Ambac Assurance Corp. and their holding companies.
Each of you, according to your recent public statements, is in various stages of updating your ratings of the bond insurers. Unfortunately, however, your previous ratings assessments have erred materially in their omission of certain critical analysis and the inclusion of outright errors in your work. As you conduct your most recent revisions of your analysis on the bond insurers, it is vital that you conduct a thorough assessment of all aspects of the bond insurers’ business lines, their reinsurers, and investment portfolios so that the rating decisions that you ultimately publish can be relied upon by capital markets participants.
Below we highlight a number of factors that you have failed to consider in your prior assessments of the bond insurers’ capital adequacy:
1) Impact of Losses Should be Measured on a Pre-tax Basis
We believe that each of you overstates the bond insurers capital cushion due to tax benefits you include in calculating the impact of RMBS and CDO losses. For instance, in S&P’s recent press release update published yesterday, MBIA’s losses on RMBS and CDOs are expressed as “after-tax” losses. In order, therefore, to determine the actual cash losses implied by S&P’s after-tax estimate, one must gross up the reported $3.18 billion of after-tax losses. Assuming a tax rate of 38%, it appears that S&P is estimating MBIA’s actual cash losses at $5.13 billion, nearly $2 billion more than the losses adjusted for tax benefits.
Insurance claims must be paid in cash. A bond insurer is only able to obtain tax benefits if the insurer is a going concern and is able to generate sufficient taxable income in the current or future years to offset the losses from paid insurance claims. Your analysis makes the aggressive assumption that the bond insurers will remain going concerns and will therefore be able to continue to write new premiums and generate income in the future.
Based on recent industry developments – including Berkshire Hathaway’s entrance into the business – it appears unlikely that MBIA, Ambac and many of the other bond insurers will be able to continue as going concerns. In a runoff scenario, we do not believe that the bond insurers will generate sufficient taxable income to offset the net operating losses generated by paid losses. While U.S. corporations can receive tax refunds by carrying back tax losses up to two calendar years, the amounts that could be refunded from carrying back losses are de minimis relative to claims payable. Even in the event the bond insurers generate taxable income in future years, it may be many years before these tax benefits can be realized, if ever, particularly in the event of corporate ownership changes caused by capital raising or stockholder turnover.
Net operating loss carryforwards are not cash and are not available to pay claims and should therefore not be deducted from losses in calculating bond insurer capital adequacy. By using after-tax loss estimates rather than pre-tax losses – the amount that will need to be paid in cash – you are understating the actual losses payable by more than 60%.
Your updated rating assessments should be adjusted to exclude tax benefits in your calculation of capital adequacy
2) Covenant Violations and Loss of Access to Liquidity Facilities
As a result of recent losses, both MBIA and Ambac have triggered covenant violations on their liquidity facilities. As a result, Ambac has lost access to $400 million of funding and MBIA to $500 million of capital. The impact of the loss of these facilities is material to the liquidity profile of the holding companies and their insurance subsidiaries and must be considered in your credit assessment.
3) Loss Estimates Must Incorporate Reinsured Exposures
Your ratings of the bond insurers are based on the bond insurers’ net credit exposures. That is, you reduce their credit exposure by those exposures that have been reinsured. This is best understood by example.
As of September 30, 2007, MBIA has re-insured approximately $80 billion of par value
of its exposures. More than $42 billion of this reinsurance was purchased from Channel Re, a Bermuda- based reinsurer whose only customer is MBIA. The two most senior officers of Channel Re are former executives of MBIA. MBIA owns 17% of the company and has two representatives on Channel Re’s board of directors.
On recent conference calls, Moody’s and S&P have stated that they have not yet updated their ratings of the monoline reinsurers including Channel Re. Earlier this week, on January 16th, Partner Re and Renaissance Re, the majority equity owners of Channel Re, wrote off the entire value of their investments in Channel Re due to losses it has recently incurred that substantially exceed Channel Re’s capital, an impairment that Channel Re’s two majority owners have concluded is “other than temporary.”
Despite the fact that Channel Re has negative book equity and $42 billion of MBIA’s credit exposure – $21.5 billion of which is CDOs of ABS or CLO/CBOs – Moody’s and S&P continue to rate the company Triple A with a stable outlook. Fitch does not rate Channel Re and apparently relies on S&P’s and Moody’s stale Triple A ratings in its
analysis of MBIA’s capital adequacy.
Captive reinsurers whose ratings are not regularly updated offer the potential for abuse.
We believe that MBIA reinsured on a quota share basis 25% of its 2007 CDO transactions with Channel Re. As a result of Moody’s and S&P not updating its ratings of Channel Re, these exposures do not appear on MBIA’s list of exposures and have not been included in your calculation of MBIA’s capital adequacy.
MBIA’s second largest reinsurer is Ram Re which has reinsured $11 billion of par as of September 30, 2007. While the rating agencies have not updated their credit ratings of Ram Re, the market appears to have already done so. The publicly traded stock of Ram Holdings Ltd., the parent company of Ram Re, has declined 92% in the last year. The company currently trades as a penny stock with a market value of $32 million.
We believe that Ram Re is substantially undercapitalized and therefore, like Channel Re, is unlikely to be able to meet its obligations to MBIA.
We also note that MBIA reinsures Ambac, and Ambac reinsures MBIA. You must also consider the iterative impact of downgrades of one on the other with respect to both reinsurance and their respective guarantees of each other’s investment portfolio assets which we discuss further below.
In your updated assessment, it is critical that you update your ratings of the bond insurers’ reinsurers and reconsolidate and calculate the losses on these exposures that have been reinsured with reinsurers that are inadequately capitalized.
4) Investment Portfolios are Riskier Than They Appear
As you are well aware, the investment portfolios of the bond insurers include a substantial amount, often a majority, of bonds that are guaranteed by either the bond insurer itself or by other bond insurers. The bond insurers include these guarantees in calculating the weighted average ratings of their investment portfolios. We note that a minimum average Double A rating is a key rating agency criterion for the insurers’ Triple A rating.
A guaranty to oneself is of course worthless and therefore you should exclude the bond insurers’ guaranty of its own investment obligations and use the underlying ratings of these instruments in determining the portfolios’ credit quality.
You should also carefully calculate the impact of a downgrade of the bonds held by one bond insurer that are guaranteed by other insurers in your calculation of capital adequacy. In light of the general distress in the industry, we believe that the rating agencies should evaluate the bond insurers’ investment portfolios as considered on an underlying rating basis.
5) Commercial Mortgage Backed Securities (CMBS)
To date, you have limited your analysis to RMBS securities and other structured finance securities with exposure to RMBS (CDOs). This limited review of exposures ignores the fact that the same lending practices and flawed incentive schemes that fueled the subprime lending bubble have been very much at work in CMBS and corporate finance.
On January 17, 2008, Fitch commented that it believed that CMBS delinquencies are “likely to double, and perhaps even triple, by the end of 2008.” As of September 30, 2007, MBIA had insured $43 billion net par of CMBS securities, the vast majority of which was underwritten in the past two years. Failing to consider the potential for losses in this portfolio in your calculation of capital adequacy is simply negligent.
6) Claims-Paying Resources Definition Overstates Capital Available to Pay Claims
The rating agencies have adopted the bond insurance industry’s definition of capital in the form of “Claims Paying Resources” or “CPR.” We believe there are significant flaws with the calculation of CPR used by the industry and the rating agencies.
First, bond insurers include the present value of future premiums discounted at extremely low discount rates ~5% in their calculation of claims paying resources. Substantially all of these premiums are from structured finance guarantees. We believe that the bond insurers and the rating agencies do not adequately consider the facts that:
(1) when structured finance obligations default, accelerate, or otherwise prepay ahead of schedule these premiums disappear,
(2) purchasers of secondary market guarantees are likely to terminate their periodic premium payments because of the deteriorating credit quality of the bond insurers,
(3) the reserves for losses on these exposures (for example 12% of premium for MBIA) have proven to be inadequate and therefore overstate the net premium income, and
(4) there is no provision for overhead, remediation, legal or other costs required for the bond insurers to run their business going forward.
There is also no mechanism whereby the bond insurers can borrow against these potential future premiums to be used to pay claims in the present day.
There is no other financial institution in the world which takes the present value of interest spread income on loans in its portfolio and adds it to its capital. For all of the above reasons, we believe that the present value of future premiums should not be included in CPR.
CPR includes the bond insurers’ so-called depression lines of credit. As you well know, depression lines of credit can only be drawn to pay claims on municipal obligations and only after a substantial deductible. In that the losses are occurring primarily on structured finance obligations, these lines of credit should not be included in CPR
The Capital Base included in CPR is also likely to be overstated because the investment assets of the bond insurers consist primarily of bond insurer guaranteed obligations that are valued inclusive of the guarantee, when they should be valued on an unwrapped basis. The high degree of balance sheet leverage for certain bond insurers means that small changes in the values of these portfolios have a large impact on the bond insurers’ capital base.
You should adjust your estimate of CPR for each insurer to reflect the above factors in order to accurately establish the capital available to pay claims.
7) MBIA’s $1 Billion Surplus Note Issuance
Last Friday, MBIA priced an offering of surplus notes at par with a 14% yield. Within one week the notes traded down to the mid-70s and have a yield to call of more than 20%. Previous to their pricing, the notes were rated by Moody’s and S&P at Double A.
The MBIA surplus note issuance is perhaps the clearest example of the failure of the rating agencies to accurately assess the creditworthiness of a bond insurer. MBIA is still rated Triple A by all three raters. The notes received a Double A rating because of their subordination to the other obligations of MBIA Insurance Corporation. That said, how can a billion dollars of Double A rated obligations sell in a cash transaction between sophisticated parties at a 14% yield, and then trade to yield of 20% or more — a rate consistent with a Triple C or near-to-default obligation?
Bank of America 5 ¾% bonds due 2017, obligations of a financial institution that is also rated Double A, closed today at 5.55% yield, a more than 15 percentage point lower rate than the MBIA surplus notes. This is prima facie evidence that your ratings of MBIA are overstated.
8) Billions of MBIA’s CDO Exposure Require Payment on Default
You have stated that bond insurers have no accelerating CDO guarantees and that all of their contracts are structured as “pay-as-you-go.” I quote S&P from a paragraph entitled, “Time is On Their Side,” in their December 19, 2007 report: “Detailed Results of Subprime Stress Test of Financial Guarantors.”
“As for swap exposure, except for ACA there are no collateral posting requirements and swaps are written in pay-as-you-go format.”
On January 9, 2008, MBIA filed a copy of a powerpoint presentation which was used in the Surplus Notes offering road show. On page 8, MBIA states that $8.1 billion of its Multi-sector CDOs require payment with “Credit events as they occur.”
The liquidity demands of accelerating CDO exposure create extreme liquidity risk and must be considered in the context of the bond insurer ratings. We encourage you to examine all of the bond insurers CDS/CDO exposure to determine the amount of exposure that is not pay-as-you-go, but rather accelerates, and consider the liquidity demands of such exposures in your rating assessments.
9) Holding Company Liquidity Risk
In light of recent events, we believe it is likely that most bond insurers will be prevented from upstreaming dividends to their holding companies as a result of regulatory intervention, as regulators work to preserve capital for policyholders.
Most bond insurer holding companies have limited cash, have lost or will lose access to liquidity facilities, and have substantial cash needs for interest payments, operating expenses, and dividends (for so long as they continue to be paid). In addition, bond insurers with substantial investment management or swap operations have additional liquidity needs in the event of a downgrade.
We believe that both MBIA and Ambac have substantial collateral posting obligations in the event of a holding company downgrade. For example, MBIA has $45 billion of derivative obligations at the holding company that relate to currency, interest-rate, and credit default swaps that the holding company has entered into. The combination of volatility in each of these markets and the increased collateral demands required in holding company downgrade scenarios will put a severe strain on holding company
liquidity.
The bond insurers’ muni-GIC business is also a large potential liquidity strain as municipalities withdraw funds from these GIC programs, assets must be liquidated, and/or collateral must be posted. Various MTM programs also create liquidity risk as assets may have to be sold to meet redeeming bondholders. The liquidity risks of these programs and the underlying assets should be carefully examined.
ACA’s immolation is but one example of what happens to a once-investment grade bond insurer which, if downgraded, is required to post collateral.
In addition, as a result of shareholder, bondholder, and/or surplus noteholder litigation, we expect holding company legal expenses and eventual litigation claims to rise substantially. Because the holding companies typically provide indemnities for employees and directors, we would expect that directors would be loathe to allow liquidity to leave the holding company estate, depriving directors and employees of the resources to protect themselves from claims. In these circumstances, we would expect companies to seek bankruptcy as a means to protect the allocation of value among various stakeholders.
10) MBIA - Warburg Pincus Transaction
You have assumed in your analysis that the Warburg Pincus deal and follow-on rights offering are certainties even though neither transaction has closed. While Warburg has made affirmative statements about the transaction, both publicly as well as privately, to surplus note buyers and the media, we believe there continues to be transaction closure risk for both the initial stock purchase and future rights offering, with the rights offering having greater uncertainty.
You have also assumed that 100% of the $1 billion Warburg deal will be downstreamed to the insurance subsidiaries and this, too, is not a certainty. You should receive assurances from MBIA and require it to contribute the full billion dollars to its insurance subsidiaries before you include the funds in calculating insurance company capital.
With the collapse in MBIA’s stock price and today’s downgrade of Ambac, we believe it will be difficult for MBIA to execute the rights offering, particularly before the March 31st, 2008 drop dead date. With the stock at $8.55 per share and the market aware that the $500 million in rights offering proceeds is insufficient to adequately capitalize the company, it will be difficult to set a market-clearing price. Assuming for a moment the price is set at $5.00 per share, the company would have to issue 100 million shares and may sell control to Warburg at a discount in the event shareholders elect not to participate. We believe a shareholder vote and approved registration statement will likely be required in such a circumstance, delaying the ability to consummate the transaction beyond the March 31st Warburg backstop drop dead date.
11) Future Business Prospects and Franchise Value Have Been Irreparably
Destroyed
Following the dramatic decline in share prices, widening of credit protection spreads, dismal performance of the high yield surplus note issuance, and recognition of multibillion dollar losses in a supposed “no-loss” business, the ability of bond insurers to market their “AAA” seal of approval has been permanently undermined. As uncertainty has grown, municipalities have raised capital without insurance and found that they can borrow at attractive rates as compared to historical insured bond issuances.
The entrance of Berkshire Hathaway is a devastating competitive reality that will capture the lion’s share of an already shrinking market for municipal bond insurance. While some commentators have suggested that this might create a pricing umbrella that will benefit the existing bond insurers, this is demonstrably false. Because Berkshire Hathaway already possesses a real Triple A rating, the bonds that are wrapped with its guarantee will trade with a tighter spread when compared to a bond insured by a traditional bond insurer, even one without legacy structured finance exposure.
Consequently, Berkshire will be able to charge higher premiums than the other monolines by taking a higher percentage of the spread (perhaps as much as 80% or more) that is saved through the use of insurance, and still provide the issuer with an overall lower cost of borrowing that if they bought insurance from a traditional monoline. As such, we believe that Berkshire Hathaway will likely quickly reach an 80%-90% market share of municipal bond insurance.
12) Going Concern Opinion
In light of all of the above and other current developments, we believe it will be difficult for MBIA, Ambac, and certain other bond insurers to obtain going concern opinions from their auditors. You should consider the likelihood of the insurers’ obtaining clean opinions and the implications if they do not in your rating assessments.
Lastly I encourage you to ask yourself the following question while looking at your image in the mirror:
Does a company deserve your highest Triple A rating whose stock price has declined 90%, has cut its dividend, is scrambling to raise capital, completed a partial financing at 14% interest (now trading at a 20% yield one week later), has incurred losses massively in excess of its promised zero-loss expectations wiping out more than half of book value, with Berkshire Hathaway as a new competitor, having lost access to its only liquidity facility, and having concealed material information from the marketplace?
Can this possibly make sense?
Please call me if you have any questions about the above. As usual, I will make myself available at your convenience.
Sincerely,
William A. Ackman
Pershing Square Capital Management
Brian Zen, CFA
http://www.zenway.com - wealth management for financial peace of mind.
WHY WILLIAM A. ACKMAN IS SHORTING MBIA
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
January 18, 2008
Mr. Raymond McDaniel Mr. Stephen Joynt
Executive Chairman and CEO CEO and President Moody’s Corp. Fitch Ratings
99 Church St. One State Street Plaza
New York, NY 10007 New York, NY 10004
Mr. Deven Sharma
President
Standard & Poor’s
55 Water Street
New York, NY 10041
Re: Bond Insurer Ratings
Ladies and Gentlemen:
As a Nationally Recognized Statistical Rating Organization, Moody’s, S&P, and Fitch have been granted a level of authority that capital market participants and Federal and State regulators have historically relied upon in evaluating the safety and soundness of corporations, regulated financial institutions, and structured finance securities. To state the obvious, because of your critical role in the capital markets, it is essential that the ratings you publish are the result of comprehensive and accurate analysis.
As you well know, we have privately, in meetings and correspondence with you, and publicly in various presentations that we have made, called into question your ratings of the bond insurance industry, in particular, the ratings for MBIA Insurance Corp. and Ambac Assurance Corp. and their holding companies.
Each of you, according to your recent public statements, is in various stages of updating your ratings of the bond insurers. Unfortunately, however, your previous ratings assessments have erred materially in their omission of certain critical analysis and the inclusion of outright errors in your work. As you conduct your most recent revisions of your analysis on the bond insurers, it is vital that you conduct a thorough assessment of all aspects of the bond insurers’ business lines, their reinsurers, and investment portfolios so that the rating decisions that you ultimately publish can be relied upon by capital markets participants.
Below we highlight a number of factors that you have failed to consider in your prior assessments of the bond insurers’ capital adequacy:
1) Impact of Losses Should be Measured on a Pre-tax Basis
We believe that each of you overstates the bond insurers capital cushion due to tax benefits you include in calculating the impact of RMBS and CDO losses. For instance, in S&P’s recent press release update published yesterday, MBIA’s losses on RMBS and CDOs are expressed as “after-tax” losses. In order, therefore, to determine the actual cash losses implied by S&P’s after-tax estimate, one must gross up the reported $3.18 billion of after-tax losses. Assuming a tax rate of 38%, it appears that S&P is estimating MBIA’s actual cash losses at $5.13 billion, nearly $2 billion more than the losses adjusted for tax benefits.
Insurance claims must be paid in cash. A bond insurer is only able to obtain tax benefits if the insurer is a going concern and is able to generate sufficient taxable income in the current or future years to offset the losses from paid insurance claims. Your analysis makes the aggressive assumption that the bond insurers will remain going concerns and will therefore be able to continue to write new premiums and generate income in the future.
Based on recent industry developments – including Berkshire Hathaway’s entrance into the business – it appears unlikely that MBIA, Ambac and many of the other bond insurers will be able to continue as going concerns. In a runoff scenario, we do not believe that the bond insurers will generate sufficient taxable income to offset the net operating losses generated by paid losses. While U.S. corporations can receive tax refunds by carrying back tax losses up to two calendar years, the amounts that could be refunded from carrying back losses are de minimis relative to claims payable. Even in the event the bond insurers generate taxable income in future years, it may be many years before these tax benefits can be realized, if ever, particularly in the event of corporate ownership changes caused by capital raising or stockholder turnover.
Net operating loss carryforwards are not cash and are not available to pay claims and should therefore not be deducted from losses in calculating bond insurer capital adequacy. By using after-tax loss estimates rather than pre-tax losses – the amount that will need to be paid in cash – you are understating the actual losses payable by more than 60%.
Your updated rating assessments should be adjusted to exclude tax benefits in your calculation of capital adequacy
2) Covenant Violations and Loss of Access to Liquidity Facilities
As a result of recent losses, both MBIA and Ambac have triggered covenant violations on their liquidity facilities. As a result, Ambac has lost access to $400 million of funding and MBIA to $500 million of capital. The impact of the loss of these facilities is material to the liquidity profile of the holding companies and their insurance subsidiaries and must be considered in your credit assessment.
3) Loss Estimates Must Incorporate Reinsured Exposures
Your ratings of the bond insurers are based on the bond insurers’ net credit exposures. That is, you reduce their credit exposure by those exposures that have been reinsured. This is best understood by example.
As of September 30, 2007, MBIA has re-insured approximately $80 billion of par value
of its exposures. More than $42 billion of this reinsurance was purchased from Channel Re, a Bermuda- based reinsurer whose only customer is MBIA. The two most senior officers of Channel Re are former executives of MBIA. MBIA owns 17% of the company and has two representatives on Channel Re’s board of directors.
On recent conference calls, Moody’s and S&P have stated that they have not yet updated their ratings of the monoline reinsurers including Channel Re. Earlier this week, on January 16th, Partner Re and Renaissance Re, the majority equity owners of Channel Re, wrote off the entire value of their investments in Channel Re due to losses it has recently incurred that substantially exceed Channel Re’s capital, an impairment that Channel Re’s two majority owners have concluded is “other than temporary.”
Despite the fact that Channel Re has negative book equity and $42 billion of MBIA’s credit exposure – $21.5 billion of which is CDOs of ABS or CLO/CBOs – Moody’s and S&P continue to rate the company Triple A with a stable outlook. Fitch does not rate Channel Re and apparently relies on S&P’s and Moody’s stale Triple A ratings in its
analysis of MBIA’s capital adequacy.
Captive reinsurers whose ratings are not regularly updated offer the potential for abuse.
We believe that MBIA reinsured on a quota share basis 25% of its 2007 CDO transactions with Channel Re. As a result of Moody’s and S&P not updating its ratings of Channel Re, these exposures do not appear on MBIA’s list of exposures and have not been included in your calculation of MBIA’s capital adequacy.
MBIA’s second largest reinsurer is Ram Re which has reinsured $11 billion of par as of September 30, 2007. While the rating agencies have not updated their credit ratings of Ram Re, the market appears to have already done so. The publicly traded stock of Ram Holdings Ltd., the parent company of Ram Re, has declined 92% in the last year. The company currently trades as a penny stock with a market value of $32 million.
We believe that Ram Re is substantially undercapitalized and therefore, like Channel Re, is unlikely to be able to meet its obligations to MBIA.
We also note that MBIA reinsures Ambac, and Ambac reinsures MBIA. You must also consider the iterative impact of downgrades of one on the other with respect to both reinsurance and their respective guarantees of each other’s investment portfolio assets which we discuss further below.
In your updated assessment, it is critical that you update your ratings of the bond insurers’ reinsurers and reconsolidate and calculate the losses on these exposures that have been reinsured with reinsurers that are inadequately capitalized.
4) Investment Portfolios are Riskier Than They Appear
As you are well aware, the investment portfolios of the bond insurers include a substantial amount, often a majority, of bonds that are guaranteed by either the bond insurer itself or by other bond insurers. The bond insurers include these guarantees in calculating the weighted average ratings of their investment portfolios. We note that a minimum average Double A rating is a key rating agency criterion for the insurers’ Triple A rating.
A guaranty to oneself is of course worthless and therefore you should exclude the bond insurers’ guaranty of its own investment obligations and use the underlying ratings of these instruments in determining the portfolios’ credit quality.
You should also carefully calculate the impact of a downgrade of the bonds held by one bond insurer that are guaranteed by other insurers in your calculation of capital adequacy. In light of the general distress in the industry, we believe that the rating agencies should evaluate the bond insurers’ investment portfolios as considered on an underlying rating basis.
5) Commercial Mortgage Backed Securities (CMBS)
To date, you have limited your analysis to RMBS securities and other structured finance securities with exposure to RMBS (CDOs). This limited review of exposures ignores the fact that the same lending practices and flawed incentive schemes that fueled the subprime lending bubble have been very much at work in CMBS and corporate finance.
On January 17, 2008, Fitch commented that it believed that CMBS delinquencies are “likely to double, and perhaps even triple, by the end of 2008.” As of September 30, 2007, MBIA had insured $43 billion net par of CMBS securities, the vast majority of which was underwritten in the past two years. Failing to consider the potential for losses in this portfolio in your calculation of capital adequacy is simply negligent.
6) Claims-Paying Resources Definition Overstates Capital Available to Pay Claims
The rating agencies have adopted the bond insurance industry’s definition of capital in the form of “Claims Paying Resources” or “CPR.” We believe there are significant flaws with the calculation of CPR used by the industry and the rating agencies.
First, bond insurers include the present value of future premiums discounted at extremely low discount rates ~5% in their calculation of claims paying resources. Substantially all of these premiums are from structured finance guarantees. We believe that the bond insurers and the rating agencies do not adequately consider the facts that:
(1) when structured finance obligations default, accelerate, or otherwise prepay ahead of schedule these premiums disappear,
(2) purchasers of secondary market guarantees are likely to terminate their periodic premium payments because of the deteriorating credit quality of the bond insurers,
(3) the reserves for losses on these exposures (for example 12% of premium for MBIA) have proven to be inadequate and therefore overstate the net premium income, and
(4) there is no provision for overhead, remediation, legal or other costs required for the bond insurers to run their business going forward.
There is also no mechanism whereby the bond insurers can borrow against these potential future premiums to be used to pay claims in the present day.
There is no other financial institution in the world which takes the present value of interest spread income on loans in its portfolio and adds it to its capital. For all of the above reasons, we believe that the present value of future premiums should not be included in CPR.
CPR includes the bond insurers’ so-called depression lines of credit. As you well know, depression lines of credit can only be drawn to pay claims on municipal obligations and only after a substantial deductible. In that the losses are occurring primarily on structured finance obligations, these lines of credit should not be included in CPR
The Capital Base included in CPR is also likely to be overstated because the investment assets of the bond insurers consist primarily of bond insurer guaranteed obligations that are valued inclusive of the guarantee, when they should be valued on an unwrapped basis. The high degree of balance sheet leverage for certain bond insurers means that small changes in the values of these portfolios have a large impact on the bond insurers’ capital base.
You should adjust your estimate of CPR for each insurer to reflect the above factors in order to accurately establish the capital available to pay claims.
7) MBIA’s $1 Billion Surplus Note Issuance
Last Friday, MBIA priced an offering of surplus notes at par with a 14% yield. Within one week the notes traded down to the mid-70s and have a yield to call of more than 20%. Previous to their pricing, the notes were rated by Moody’s and S&P at Double A.
The MBIA surplus note issuance is perhaps the clearest example of the failure of the rating agencies to accurately assess the creditworthiness of a bond insurer. MBIA is still rated Triple A by all three raters. The notes received a Double A rating because of their subordination to the other obligations of MBIA Insurance Corporation. That said, how can a billion dollars of Double A rated obligations sell in a cash transaction between sophisticated parties at a 14% yield, and then trade to yield of 20% or more — a rate consistent with a Triple C or near-to-default obligation?
Bank of America 5 ¾% bonds due 2017, obligations of a financial institution that is also rated Double A, closed today at 5.55% yield, a more than 15 percentage point lower rate than the MBIA surplus notes. This is prima facie evidence that your ratings of MBIA are overstated.
8) Billions of MBIA’s CDO Exposure Require Payment on Default
You have stated that bond insurers have no accelerating CDO guarantees and that all of their contracts are structured as “pay-as-you-go.” I quote S&P from a paragraph entitled, “Time is On Their Side,” in their December 19, 2007 report: “Detailed Results of Subprime Stress Test of Financial Guarantors.”
“As for swap exposure, except for ACA there are no collateral posting requirements and swaps are written in pay-as-you-go format.”
On January 9, 2008, MBIA filed a copy of a powerpoint presentation which was used in the Surplus Notes offering road show. On page 8, MBIA states that $8.1 billion of its Multi-sector CDOs require payment with “Credit events as they occur.”
The liquidity demands of accelerating CDO exposure create extreme liquidity risk and must be considered in the context of the bond insurer ratings. We encourage you to examine all of the bond insurers CDS/CDO exposure to determine the amount of exposure that is not pay-as-you-go, but rather accelerates, and consider the liquidity demands of such exposures in your rating assessments.
9) Holding Company Liquidity Risk
In light of recent events, we believe it is likely that most bond insurers will be prevented from upstreaming dividends to their holding companies as a result of regulatory intervention, as regulators work to preserve capital for policyholders.
Most bond insurer holding companies have limited cash, have lost or will lose access to liquidity facilities, and have substantial cash needs for interest payments, operating expenses, and dividends (for so long as they continue to be paid). In addition, bond insurers with substantial investment management or swap operations have additional liquidity needs in the event of a downgrade.
We believe that both MBIA and Ambac have substantial collateral posting obligations in the event of a holding company downgrade. For example, MBIA has $45 billion of derivative obligations at the holding company that relate to currency, interest-rate, and credit default swaps that the holding company has entered into. The combination of volatility in each of these markets and the increased collateral demands required in holding company downgrade scenarios will put a severe strain on holding company
liquidity.
The bond insurers’ muni-GIC business is also a large potential liquidity strain as municipalities withdraw funds from these GIC programs, assets must be liquidated, and/or collateral must be posted. Various MTM programs also create liquidity risk as assets may have to be sold to meet redeeming bondholders. The liquidity risks of these programs and the underlying assets should be carefully examined.
ACA’s immolation is but one example of what happens to a once-investment grade bond insurer which, if downgraded, is required to post collateral.
In addition, as a result of shareholder, bondholder, and/or surplus noteholder litigation, we expect holding company legal expenses and eventual litigation claims to rise substantially. Because the holding companies typically provide indemnities for employees and directors, we would expect that directors would be loathe to allow liquidity to leave the holding company estate, depriving directors and employees of the resources to protect themselves from claims. In these circumstances, we would expect companies to seek bankruptcy as a means to protect the allocation of value among various stakeholders.
10) MBIA - Warburg Pincus Transaction
You have assumed in your analysis that the Warburg Pincus deal and follow-on rights offering are certainties even though neither transaction has closed. While Warburg has made affirmative statements about the transaction, both publicly as well as privately, to surplus note buyers and the media, we believe there continues to be transaction closure risk for both the initial stock purchase and future rights offering, with the rights offering having greater uncertainty.
You have also assumed that 100% of the $1 billion Warburg deal will be downstreamed to the insurance subsidiaries and this, too, is not a certainty. You should receive assurances from MBIA and require it to contribute the full billion dollars to its insurance subsidiaries before you include the funds in calculating insurance company capital.
With the collapse in MBIA’s stock price and today’s downgrade of Ambac, we believe it will be difficult for MBIA to execute the rights offering, particularly before the March 31st, 2008 drop dead date. With the stock at $8.55 per share and the market aware that the $500 million in rights offering proceeds is insufficient to adequately capitalize the company, it will be difficult to set a market-clearing price. Assuming for a moment the price is set at $5.00 per share, the company would have to issue 100 million shares and may sell control to Warburg at a discount in the event shareholders elect not to participate. We believe a shareholder vote and approved registration statement will likely be required in such a circumstance, delaying the ability to consummate the transaction beyond the March 31st Warburg backstop drop dead date.
11) Future Business Prospects and Franchise Value Have Been Irreparably
Destroyed
Following the dramatic decline in share prices, widening of credit protection spreads, dismal performance of the high yield surplus note issuance, and recognition of multibillion dollar losses in a supposed “no-loss” business, the ability of bond insurers to market their “AAA” seal of approval has been permanently undermined. As uncertainty has grown, municipalities have raised capital without insurance and found that they can borrow at attractive rates as compared to historical insured bond issuances.
The entrance of Berkshire Hathaway is a devastating competitive reality that will capture the lion’s share of an already shrinking market for municipal bond insurance. While some commentators have suggested that this might create a pricing umbrella that will benefit the existing bond insurers, this is demonstrably false. Because Berkshire Hathaway already possesses a real Triple A rating, the bonds that are wrapped with its guarantee will trade with a tighter spread when compared to a bond insured by a traditional bond insurer, even one without legacy structured finance exposure.
Consequently, Berkshire will be able to charge higher premiums than the other monolines by taking a higher percentage of the spread (perhaps as much as 80% or more) that is saved through the use of insurance, and still provide the issuer with an overall lower cost of borrowing that if they bought insurance from a traditional monoline. As such, we believe that Berkshire Hathaway will likely quickly reach an 80%-90% market share of municipal bond insurance.
12) Going Concern Opinion
In light of all of the above and other current developments, we believe it will be difficult for MBIA, Ambac, and certain other bond insurers to obtain going concern opinions from their auditors. You should consider the likelihood of the insurers’ obtaining clean opinions and the implications if they do not in your rating assessments.
Lastly I encourage you to ask yourself the following question while looking at your image in the mirror:
Does a company deserve your highest Triple A rating whose stock price has declined 90%, has cut its dividend, is scrambling to raise capital, completed a partial financing at 14% interest (now trading at a 20% yield one week later), has incurred losses massively in excess of its promised zero-loss expectations wiping out more than half of book value, with Berkshire Hathaway as a new competitor, having lost access to its only liquidity facility, and having concealed material information from the marketplace?
Can this possibly make sense?
Please call me if you have any questions about the above. As usual, I will make myself available at your convenience.
Sincerely,
William A. Ackman
Pershing Square Capital Management
Sunday, January 6, 2008
Zen Is About Doing the Most Basic Things Extraordinarily Well
I have been studying the oriental worldly wisdom of Zen Buddhism for over 30 years. I thought I had a basic understanding of Zen. Yet, when I visit the library and browse through a couple of Zen books by some Western authors, I got confused.
It could be that certain quotes by ancient thinkers was interpreted out of context. It could be that central meaning of a few key Chinese words was lost when translated into English. It could be that certain authors got stuck with the religious context and lost sight of daily meaning of this worldly wisdom. Whatever it is, the confusions and debates about "What is Zen" prompted me pen a few words to describe my take.
The Chinese character of Zen, 禅, pronounced as "Chán" in China and later as "Zen" in Japan, stands for a `mind' that is `singular'. Simply put, Zen is a way to unleash human potential through single-minded focus. The secret methods of Zen were discovered by the Buddhist Kungfu Masters in the ancient Shaolin Temple in China. But Zen itself is not a sect of Buddhism or any religion. Instead, it should be considered a breakthrough in the science of the human mind. Zen is about focusing the mind like a laser beam cutting through carbon steel to reach the core. This thought process is also known as enlightenment or awakening to realities that are clear and simple. At Zenway.com Wealth Management, we try to re-focus and re-sharpen our money mind so we can penetrate the clouds over Wall Street and capitalize on the disparities between perceptions and realities.
In my opinion, Zen is an enlightened state of mind attained when a single-minded focus is directed at doing the most basic things extraordinarily well. There is no mystery about it. You can feel it every day in everything you do. You can experience it when you walk, eat, read, and even sleep, if you do it the right way.
Brian Zen, CFA
http://www.zenway.com
Wealth Management • Tax Planning • Estate Strategies
It could be that certain quotes by ancient thinkers was interpreted out of context. It could be that central meaning of a few key Chinese words was lost when translated into English. It could be that certain authors got stuck with the religious context and lost sight of daily meaning of this worldly wisdom. Whatever it is, the confusions and debates about "What is Zen" prompted me pen a few words to describe my take.
The Chinese character of Zen, 禅, pronounced as "Chán" in China and later as "Zen" in Japan, stands for a `mind' that is `singular'. Simply put, Zen is a way to unleash human potential through single-minded focus. The secret methods of Zen were discovered by the Buddhist Kungfu Masters in the ancient Shaolin Temple in China. But Zen itself is not a sect of Buddhism or any religion. Instead, it should be considered a breakthrough in the science of the human mind. Zen is about focusing the mind like a laser beam cutting through carbon steel to reach the core. This thought process is also known as enlightenment or awakening to realities that are clear and simple. At Zenway.com Wealth Management, we try to re-focus and re-sharpen our money mind so we can penetrate the clouds over Wall Street and capitalize on the disparities between perceptions and realities.
In my opinion, Zen is an enlightened state of mind attained when a single-minded focus is directed at doing the most basic things extraordinarily well. There is no mystery about it. You can feel it every day in everything you do. You can experience it when you walk, eat, read, and even sleep, if you do it the right way.
Brian Zen, CFA
http://www.zenway.com
Wealth Management • Tax Planning • Estate Strategies
Thursday, January 3, 2008
The Power of Simplification
One of the fundamental problems that every value investor faces today is that there are too many books, too many annual reports, too many SEC filings and too many models... But we only have 24 hours a day. In the past, I used to work so hard absorbing so much information and so many models and end up somewhat confused in the end. I would have a cluttered mind and a cluttered desk, and still don't have enough information to make up my mind and place my bet. On the contrarily, successful investors like Warren Buffett are the masters at the art of simplification. They have a simple framework, a clear focus, and a strict discipline. They focus on what is knowable and what is important. They ignore all the noise and smoke. They don't get confused to too many unimportant readings and models. And that's how they become extremely focused, extremely disciplined, and extremely successful.
The amazing power of simplification was discovered hundreds of years ago in
(1) Beginner Step: The mind starts with a thin and small book of basics.
With that said, we also have to remind ourselves of another Universal principle: the law of yin-yang, that is, there is a flip side to every issue. So in terms of simplification, we have to remember that everything should be made as simple as possible, but not simpler. I think Einstein said that, if he didn't, he should.
So the details digging in the advanced step is necessary and important. But the power is in the final step of simplification and enlightenment, or penetrating the surface to reach the core. That's the stuff that makes a genius. Others got stuck in the second step for a life time.
Brian Zen, CFA
P.S. What do you think? Please email me at: zenway.com3@gmail.com
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