Ft. Worth-based Private equity firm Texas Pacific Group and its partner Warburg Pincus are close to a deal to acquire luxury retailer Neiman Marcus Group Inc. for about $5 billion ($100 a share). The deal would be the latest in a trend of recent big buyouts in the U.S. retail industry.
The deal includes 35 Neiman Marcus stores and two Bergdorf Goodman stores in New York. The Texas Pacific-Warburg venture apparently beat rival bids from Blackstone Group LP and Thomas H. Lee Partners LP and from Kohlberg Kravis Roberts & Co. and Bain Capital. Interestingly, no retailers made a bid on Neiman’s.
According to my wife — who is a shopping expert — Neiman’s is one of the most valuable brand names in American retail circles. Texas Pacific has experience in retailing after acquiring 85% of clothing retailer J.Crew in 1997, which my wife points out has become a first rate retailer since that time.
Category Archives: Business – General
Daily negative AIG report
Following on Friday’s negative report, American International Group Inc. announced late Sunday that it would restate more than four years of financial statements and reduce its net worth by $2.7 billion, which is about 3.3% of AIG’s net worth. Although the report does not name names, the report concedes that former AIG executives — including embattled former CEO Maurice “Hank” Greenberg — had been able to “circumvent internal controls over financial reporting” and that the company’s auditors, PricewaterhouseCoopers LLC, will issue an adverse opinion regarding AIG’s defective internal controls over financial reporting. Here are the posts over the past several months involving AIG and Berkshire Hathaway.
In addition to admitting certain reinsurance deals such as the one between AIG and General Re (Berkshire Hathway’s unit) involved insufficient risk transfer to qualify for favorable insurance accounting, AIG’s Sunday public statement conceded widespread use of trades in and out of hedge funds as one of several improper company strategies to convert capital gains into investment income toward the end of reporting periods to impress the market. With regard to the accounting for those and other transactions, the report concludes as follows:
The restatement will correct errors in prior accounting for improper or inappropriate transactions or entries that appear to have had the purpose of achieving an accounting result that would enhance measures important to the financial community. In certain instances, these transactions or entries may also have involved misrepresentations to members of management, regulators and AIG’s independent auditors.
The statement admitted that the company used accounting tactics to change the timing and characterization of gains and losses, but it does not address the alleged improper characterization of worker’s comp insurance premiums that surfaced last week. Here is the Wall Street Journal ($) copy of the company’s statement.
Meanwhile, the Oracle of Omaha — in addressing his Berkshire Hathaway subjects . . er, I mean, shareholders over the weekend — stated that he is confident that Berkshire’s General Re unit will survive the current regulatory scrutiny and continue to contribute to Berkshire’s earnings.
Drilling Fort Worth
Don’t miss this interesting Wall Street Journal ($) article on the extraction of natural gas from the Barnett Shale formation, which contains 27 trillion cubic feet of natural gas (enough to supply all gas-heated homes in the U.S. for more than five years) and happens to be located directly underneath Fort Worth.
Drillers hide the unsightly drilling equipment from homeowners by using horizontal drilling techniques, which drill straight down before gradually bending and running parallel to the surface. So, often a well that is drilling a productive zone under a piece of propery is located over a mile away from the property. The article reports that there are now over 90 rigs drilling natural gas wells around the Fort Worth metropolitan area.
It continues to get worse for AIG
Following on this progression of damaging public disclosures over the past several months, American International Group Inc. announced yesterday, as this NY Times article reports, that the company has decided to delay for a third time the publication of its annual report. The cause for the delay is that AIG management and nervous PriceWaterhouseCoopers LLP auditors continue to wrangle over the financial implications of accounting errors that now are expected to reduce AIG’s net worth by over $2.5 billion, which is about 3% of the company’s net worth. That’s about a billion more in losses than previously predicted.
As one would expect, there appears to be a fair amount of disagreement over what accounting issues should be acknowledged in the annual report between AIG and its longtime auditor PricewaterhouseCoopers, which is already girding for the inevitable lawsuits from AIG investors over its failure to uncover the improper accounting and the company’s allegedly defective internal controls. Since the Sarbanes-Oxley legislation was passed in 2002, auditors and management are required to sign off on the adequacy of a company’s internal controls, the lack of which at least partly contributed to the accounting scandals that led to the demise of Enron Corp. and WorldCom Inc.
Although the incessantly bad public disclosures are troubling for AIG long term, the market appears to have stabilized for the time being with regard to AIG’s stock price. Although AIG’s stock price has fallen almost 30% since February 14 (it opened at $72 on that date), the price has been meandering around $51 since mid-April. The price was was down $.71 in yesterday’s trading.
Meanwhile, the Lord of Regulation is moving on to another scene in his vast landscape of business corruption as several financial institutions confirmed that they have received letters from the Lord’s office in connection with an investigation into mortgage-lending practices. The Lord’s civil-rights division is in the early stages of an investigation into possible discriminatory practices in determining interest rates and fees charged on mortgage loans, which was prompted by recent public disclosures showing that certain minorities are more likely than are whites to be given high-cost sub-prime loans. Lenders say that the difference in interest rates reflects underwriting factors, such as income and credit records.
Deloitte pays $50 million in SEC settlement over Adelphia audit
It appears to be settlement week for big accounting firms as Deloitte & Touche joined KPMG and Arthur Andersen in settling a troubling litigation matter.
Deloitte & Touche LLP announced yesterday that it will pay a $50 million fine to settle Securities and Exchange Commission civil charges that it failed to prevent massive fraud at bankrupt cable company Adelphia Communications Corp.
And, just to add insult to injury, the SEC took issue with with Deloitte’s press release regarding the settlement, in which Deloitte blamed Adelphia by saying the company and some executives “deliberately misled” Deloitte’s auditors. Under terms of its settlement agreement with the SEC, Deloitte was required neither to admit nor deny the SEC’s charges. Inasmuch as the Deloitte statement at least implied that Deloitte was denying liability, the SEC took the unusual step of forcing Deloitte to rescind the public statement (WSJ $). It’s bad enough blowing the audits, but blowing the press release on the settlement really gets the SEC’s blood boiling:
“Deloitte’s characterization of the case is simply wrong. Deloitte was not deceived,” said Mark K. Schonfeld, director of the SEC’s Northeast Regional Office. “They didn’t just miss red flags, they pulled the flag over their head and then claimed they couldn’t see.”
The SEC’s Litigation Release over the settlement explains the problems with Deloitte’s audit of Adelphia:
The Commission’s complaint against Deloitte alleges that, during Deloitte’s audit of Adelphia’s financial statements for the year ended December 31, 2000, Deloitte failed to implement audit procedures designed to detect the illegal acts at Adelphia and failed to implement audit procedures designed to identify material related party transactions or related party transactions otherwise requiring disclosure. Among other things, Adelphia understated its subsidiary debt by $1.6 billion, overstated equity by at least $368 million, improperly netted related party receivables and payables between Adelphia and related parties, and failed to disclose the extent of related party transactions.
Here is the SEC Complaint and related administrative order in the Deloitte/Adelphia case.
Finally, in what amounts to a settlement of a “slip and fall” case for an auditing firm these days, Deloitte agreed to pay $375,000 in a separate matter to settle SEC charges that it failed to uncover accounting fraud in its 1998 audit of the sports retailer, Just for Feet, which ended up filing bankruptcy shortly thereafter. As a part of that settlement, a couple of Deloitte partners on that audit agreed to bans of at least a year in practicing as an auditor before the SEC. Here is the SEC order instituting administrative proceedings in that matter.
Are you ready to rumble, Mr. Spitzer?
This Washington Post article reports on the trial that is cranking up this week in New York City as New York AG (“Attorney General” or “Aspiring Governor,” take your pick) Eliot Spitzer‘s prepares to prosecute former Bank of America securities broker Theodore C. Sihpol III in connection with an alleged crime uncovered during Mr. Spitzer’s wide-ranging investigation of the financial services industry over the past three years. Here is a sampling of posts regarding the Lord of Regulation’s investigations over the past year and a half.
While more than a dozen brokerage firms and fund companies have rolled over and paid $3 billion in fines, restitution and promised fee reductions (i.e., ransom) to settle Mr. Spitzer’s investigations, Mr. Sihpol has refused to give in to Mr. Spitzer’s public relations machine. Mr. Sihpol contends that the trades that are at the heart of the criminal case against him were not illegal and that Mr. Sihpol did not have criminal intent to commit larceny, fraud and alteration of business records.
The case revolves around whether the 37 year old Mr. Sihpol knew his clients were breaking the law by putting in same-day orders after 4 p.m. In his usual public relations blitz on such cases, Mr. Spitzer has compared the the trades to betting on a horse race after it was over because the late trades allowed Mr. Sihpol’s clients to profit from news announced after the markets closed. However, the Securities and Exchange Commission regulation in place at the time of the trades did not use the words “4 p.m.” Rather, the reg simply stated that all mutual fund orders placed after a fund has computed its daily price must get the next day’s price. Inasmuch as many funds do not calculate their daily price until nearly 5:30 p.m., Mr. Siphol contends that the trades were in compliance with the regulation. In fact, an SEC survey done shortly after the scandal broke found that a quarter of brokerage firms had helped clients trade after the 4 p.m. close. New SEC rules proposed after Mr. Spitzer’s investigations into trading abuses state specifically that the trades must be placed before 4 p.m.
The risk of loss is so high that it is understandable that companies and individuals under Mr. Spitzer’s relentless public relations campaigns roll over and settle without so much as a whimper. Nevertheless, it is refreshing when an individual stands up and requires Mr. Spitzer actually to prove what he enjoys preaching about on television talk shows. Here’s hoping that the jury is not swayed by Mr. Spitzer’s glitz and examines carefully whether Mr. Spitzer’s criminalization of merely questionable business transactions is an appropriate form of business regulation.
AIG’s Enronesque experience continues
As noted in this previous post, the reason that Enron crashed was that its business model required that its customers rely on the company’s financial integrity and not necessarily on the company’s net worth. Accordingly, when Enron’s financial integrity came into question over a slew of questionable transactions with some equity funds run by Enron’s CFO, Andrew Fastow, Enron melted faster than an ice cream cone in a Texas summer.
Unfortunately for American International Group Inc., its business model is built upon the same sense of trust, and this latest public revelation is not going to help the company maintain that trust. Here is a sampling of earlier posts on AIG’s developing problems, including the questionable transactions between AIG and Berkshire Hathaway.
The report referred to in the NY Times article was prepared by two outside law firms — Simpson Thacher & Bartlett and Paul, Weiss, Rifkind, Wharton & Garrison — who are working for AIG’s board. According to the Times article, the report raises serious questions about the integrity of AIG’s financial-reporting systems. The report contends that recently retired AIG chairman and CEO Maurice R. “Hank” Greenberg and fired CFO Howard I. Smith controlled critical aspects of the company’s financial reporting without appropriste financial and accounting controls in place to oversee that control. The report’s conclusions sound remarkably similar to those contained in the Powers Report, which was the similar report that the Enron board commissioned when Enron’s questionable transactions with Mr. Fastow’s partnerships came to light.
Is AIG is headed for an Enronesque meltdown? My sense is that markets that have been seared by Enron, WorldCom and other big business meltdowns of the past five years will probably not flee AIG’s nest without more damaging revelations. AIG reported net income of over $11 billion on revenue of about $98.5 billion in 2004, so the accounting problems identified to date probably will not deplete shareholders’ equity by more than about 2%, which would leave the company’s net worth above $80 billion.
But as we saw with Enron, a company’s net worth will not always sustain investor trust in the face of damaging information regarding the integrity of the company’s financial statements. AIG faces precisely the same problem, and it is not clear by any means that it can succeed where Enron failed.
Big news from San Antonio
San Antonio-based Valero Energy Corporation announced early today that it would acquire refiner Premcor Inc. for $6.9 billion in cash and stock plus the assumption of about $1.8 billion of debt, which will the San Antonio company the largest refiner of crude oil in North America.
The deal — which is subject to regulatory approval in the already heavily consolidated refining industry — would give Valero total refining capacity of 3.3 million barrels a day, making Valero’s refining capacity more than that of Exxon Mobil Corp. in North America. The deal gives Premcor shareholders an initial premium of about 20% based on the recent 30-day trading range of Premcor’s stock price.
Valero has been on an refinery acquisition initiative for almost a decade. Beginning in 1997 when it owned only one refinery, Valero has made seven acquisitions and, if the Premcor deal is approved, will have 19 refineries. Valero already became the largest independent refiner in North America in 2001 when it bought Ultramar Diamond Shamrock Corp. for $4.03 billion plus the assumption of $2.1 billion in debt, and the 5,000 retail gasoline outlets involved in that acquisition gave Valero a large retail presence. The Premcor purchase would give Valero four additional U.S. refineries and bring its annual revenue to about $70 billion.
The deal highlights a startling turnaround that has occurred in the refining industry over the past several years. Since the big shakeout in the oil and gas industry that occurred in the mid-1980’s, the refining industry struggled for over a decade. Investment in new refineries slowed to a trickle for a combination of reasons, including overcapacity, inadequate return on investment, oppressive environmental regulations and local political opposition to new and more efficient facilities. As a result, most people do not realize that the last new plant to be built in the U.S. was in 1976, that the number of refineries in the U.S. has declined to 150 at present from 325 in 1981, or that refining capacity for crude oil has declined from about 18.5 million barrels a day to about 17 million barrels per day over the past five years.
Accordingly, while worldwide demand for gasoline has been rising dramatically over the past several years and refiners have struggled to keep pace with increasing demand, the refiners’ limited capacity and low inventories have resulted in substantially improved margins, which is the difference between the price that the refiners’ receive for their product and the price that they pay for crude oil.
Thus, when you hear complaints about high gasoline prices, recognize that the relatively high price of oil is only one component of the problem. Lack of refining capacity is at least as big a reason for the problem, and making it difficult to construct new refineries only ensures continued high gasoline prices.
The grand mismanagement of Citgo
This New York Times article — entitled The Troubled Oil Company — reviews the Venezuelan dictator Hugo Chavez’s mismanagement of Houston-based oil company Citgo, which is owned by Petroleos de Venezuela, the Venezuelan national oil company. Over the past two years, virtually every high-ranking Citgo executive has resigned, including the refining chief, the chief financial officer, the head auditor, and the marketing director. Here is a previous post on Mr. Chavez’s mismanagement of Citgo.
Although the Times article about Citgo and Mr. Chavez is interesting, it’s always funny how the Times analyzes a government’s mismanagement of a big oil business. As late as 1999, Venezuela was the U.S.’s largest foreign supplier of oil, but then Mr. Chavez took over, began establishing close friendships with anti-business types such as Fidel Castro, and generally started mismanaging the Venezuelan economy. By 2003, Mr. Chavez had cut its exports to the U.S. by 22% and was threatening to cut off oil exports to the U.S. entirely if the U.S. government doesn’t stop meddling in Venezuelan affairs.
Now, if the foregoing were occurring in Saudi Arabia, then the Times would be handling it as a major foreign policy story of impending doom. However, when a crackpot socialist and Castro admirer mismanages oil exports, the Times treats it as a typical business story.
Which is exactly the way the story should be handled. Mr. Chavez’s management of the Venezuelan economy has been horrific, albeit aided by high oil prices. But U.S. oil imports as a percentage of GDP are relatively small, about $132 billion in 2004 compared with a about a $11 trillion GDP. That’s about 1%, folks. Thus, if Mr. Chavez chooses to sell us less oil, hopefully the U.S. government shrugs, we replace Venezuelan oil with oil from the numerous other markets, market prices adjust, and we get on with getting to work.
Besides, if the U.S. government is going to take a hard line with an oil exporter, don’t you think that the government should take that stance with the country from which we import the most oil? Oh, and what country is that?
Answer: Canada.
Hat tip to Bryan Caplan for info on the Venezuelan oil imports.
U.S. Airways to marry America West?
The airline business is all atwitter today with the news that US Airways, which has been wallowing in a chapter 22 (i.e., it’s second chapter 11 case) since September of last year, is considering a merger with America West to form the sixth largest airline and the largest discount airline in the United States. Here are some previous posts over the past year or so on U.S. Air’s various travails.
H’mm, let’s set the buzz aside and take a look at this deal. Last year, US Airways posted a net loss of over $600 million on revenue of just north of $7 billion. In addition to two chapter 11 cases within two years, it’s got all kinds of union problems, operational and customer problems, and competition problems.
Meanwhile, America West narrowly escaped a chapter 11 case in late 2001 by arranging a bailout loan of over $400 million backed by almost an equivalent amount of federal guarantees. That financing allowed the airline to tap more than $600 million in other financing and concessions from manufacturers, vendors, leasing firms and others. Nevertheless, America West posted a net loss last year of almost $90 million on revenue of about $2.35 billion, and ended 2004 with a bit over $400 million in cash.
I don’t think this proposed merger has Southwest Airlines quaking in its boots.