Meanwhile, in regard to another troubled business

general_motors_logo.gifJerry Flint writes in his Forbes Backstreet Driver column that GM’s problems are worse than they appear, and they appear to be pretty darn bad. Mr. Flint focuses on GM’s tactical decisions, including a suggestion that the Pontiac and Buick brands might be phased out if sales do not improve. Mr. Flint sums up the news coming out of GM’s offices these days in the following manner:

Every day there seems to be more bad news from General Motors. It’s like a parody of BBC news in the early days of World War II.
“And now, news of fresh disaster.”

Meanwhile, the Washington Post’s Steve Pearlstein chimes in with this article in which he observes that all of the Big Three are in big trouble:

[T]the Big Three today are in roughly the same pickle as the integrated steel mills back in the early 1980s, or the full-service airlines around 1990: Their choice . . . is either to make radical changes in their business model and cost structures or suffer a long, slow death.

Hat tip to Craig Newmark for the links to these articles.

Hope for the Warwick?

warwick.jpgThis Chronicle article reports that the owners of the chic Hotel ZaZa in Dallas have acquired one of Houston’s oldest hotels, the venerable Warwick in the Museum District in between downtown and the Texas Medical Center.
For many years, the Warwick and the old Shamrock Hilton on the other side of the Medical Center from the Warwick were Houston’s premier hotels. However, in the 1970’s, both properties suffered in comparison to newer hotels that were built in the area near the Galleria, and the Shamrock was finally shuttered and destroyed in 1987. The Warwick has held on through a series of owners and at least one recent renovation, but it has not been able to recapture the magic of its earlier days.
Nevertheless, the Warwick is in a prime location, near the Medical Center and Rice University to the south, and downtown to the north. Moreover, the property sits in the middle of Houston’s beautiful Museum District and is on the new Metro Light Rail line. Finally, the views from the hotel down Main Street lined with majestic Live Oak trees remains a sight to behold. Here’s hoping that the Hotel ZaZa owners recognize the jewel that the Warwick can be and invest the funds necessary to restore its preeminence among Houston’s finer hotels.

Absolutely Enronesque

AIG.jpgIn the most stunning in a series of revelations that has rocked the U.S. business community, American International Group Inc. admitted yesterday to numerous and substantial accounting irregularities that could reduce its net worth by over $1.75 billion.

Moreover, the company’s accountants — PriceWaterhouseCoopers — received a subpoena for documents relating to the probe.

AIG, the largest insurance company in the U.S., admitted transactions that “appear to have been structured for the sole or primary purpose of accomplishing a desired accounting result.”

The company’s statement listed eight areas in which an ongoing internal review has identified accounting mistakes. The statement specifically declared as improper the treatment of a deal with General Re Insurance Corp., a unit of Warren Buffett’s Berkshire Hathaway Inc., that has been at the center of the probe since it began.

To make matters worse, state and federal investigators believe that the full extent of AIG’s accounting improprieties over the past decade are even larger. According to unnamed sources within the government’s investigation units, the investigations have already uncovered a pattern of alleged misconduct in regard to the business transactions that will likely prompt criminal prosecutions against the individuals responsible for the transactions.

The Lord of Regulation was pleased with AIG’s public admissions. “The board’s decision to provide this information represents a welcome step toward transparency and accountability as our investigation proceeds,” said the Lord’s spokesman.

The market is clearly worried by AIG’s mounting problems. Yesterday, during a broad stock-market rally, AIG’s shares fell almost 2% to $57.16, continuing a slide that began in mid-February after disclosure of the governmental probes. Since that time, AIG shares are down 22% since closing at $73.12 on Friday, Feb. 11. Perhaps even more importantly, Standard & Poor’s yesterday downgraded AIG’s long-term bonds and certain other debt by a notch from its top AAA rating.

Given these latest developments. the question of the moment is whether AIG is headed for an Enronesque meltdown.

Financially, it would appear that such a meltdown is unlikely. In 2004, AIG reported net income of over $11 billion on revenue of about $98.5 billion. Consequently, 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. That’s not chump change.

However, the reason that Enron collapsed is that Enron’s business-model — as does AIG’s — requires its customers to rely on the company’s financial integrity and not necessarily the company’s net worth.

Accordingly, when customer confidence in a company such as Enron or AIG is undermined, participants in those companies’ markets become less willing to engage in the purchase or sale of long-term contracts that might not be fulfilled. Thus, as the “bid-ask” spreads on Enron’s trading contracts diverged in late 2001, Enron’s markets unraveled and Enron’s formerly profitable trading business collapsed.

Enron and AIG’s business models are quite similar to that of a bank. Banks take in money from depositors on a short-term basis and then loan it out on a long-term basis. The bank only keeps a small fraction of its assets available as working capital.

Consequently, as sometimes happens, if too many depositors try to withdraw funds from a bank (i.e., a “run on the bank”), then the bank will not have adequate cash on hand to pay them their withdrawals and the customers will be have to be turned away.

So what prevents a run on the bank? Beyond federal deposit insurance, the only thing that really prevents the run on the bank is that the bank’s depositors trust that the bank will be able to fulfill their demands for withdrawals. Stated another way, the bank will fail when its depositors stop trusting the bank.

That’s one of the reasons why banks traditionally have built huge and impressive bank lobbies and offices to advertise the strength of the bank’s assets and its concurrent financial integrity. Enron followed that example in building the Enron office tower in downtown Houston, and AIG’s New York building is equally impressive.

However, regardless of the financial soundness of any bank, when its depositors stop believing in the financial integrity of the bank, the bank will fail.

Life insurance companies such as AIG operate in much the same way. Insureds deposit money with a life insurance company for years and build up equity. However, if the insurance company fails (as they sometimes do), then the investment is lost.

Thus, customers rationally hesitate to use a life insurance company that is not financially solid, and insurance companies attempt to fulfill that customer expectation regarding their financial stability through public accounting, by building enormous offices, and by advertising themselves as bastions of stability. In that regard, governmental regulation of companies in the life insurance and banking industries help those industries by reducing the public’s fear of hidden financial problems.

Enron was similar to a bank or life insurance company because Enron’s largest business was in natural gas contracts. Inasmuch as Enron created the long-term natural gas market, Enron became the market maker for such contracts and, thus, offered to buy or sell long-term natural gas contracts in that market.

That raises an important attribute of Enron’s business that led to its downfall — Enron was a party to every transaction in its trading business. That is, buyers and sellers did not contract with each other, but with Enron. Thus, every company that conducted trading business with Enron had credit exposure to Enron and, as a result, a big part of the value placed on a contract depended on Enron’s creditworthiness. This exposure is greater in long-term contracts, particularly for buyers who prepaid some or all of the contract.

Therefore, as the revelations of Enron’s accounting problems began to emerge in late 2001, buyers of such contracts from Enron began to bid lower — the value of a contract fell with the increased risk.

On the other hand, sellers of contracts began to demand a higher price from Enron because of the increased risk that the contract might not be fully consummated.

Moreover, the foregoing process was not limited to Enron’s natural gas trading market. It also occurred in regard to electricity, plastics, chemicals, metals, oil, fertilizers, coal, freight, tradable emissions (pollution) permits, lumber, steel, and other markets that Enron had created.

Almost overnight, Enron’s profit margins in its trading business diminished dramatically or disappeared completely, and that process ultimately led to the implosion of Enron’s trading markets.

Consequently, accounting improprieties are unlikely, in and of themselves, to lead to AIG’s collapse. By way of comparison, bad accounting alone would not have brought down Enron.

However, bad accounting can undermine the business customers’ trust in AIG’s financial integrity, and the disappearance of that trust in the marketplace can cause AIG’s business to decline dramatically or, in the worst of all scenarios, collapse completely. That lack of trust is what truly brought Enron down, and AIG needs to be concerned with that same dynamic.

What’s going on in Wayne’s World?

KTRK logo.gifKevin Whited over at blogHouston.net continues to question why the Chronicle is taking such a hand’s off approach to the controversy over KTRK-TV’s scuttling of investigative reporter Wayne Dolcefino’s piece on the Houston Livestock Show & Rodeo‘s record regarding charitable contributions. This stewing controversy was the subject of this earlier post.
HoustonChronicleLogo.gifAs Kevin notes in his post, the Chronicle’s coverage of this story is so deficient that the Dallas Morning News is covering this local story better than the local paper. Stay tuned on this one.

JPMorgan Chase wins a key decision in Enron-related litigation

JP Morgan chase enron_jpmc_300.jpgOnly a week after agreeing to an embarrassing $2 billion settlement arising from its role as an underwriter of WorldCom bonds, JPMorgan Chase got some good news yesterday in a securities fraud case arising from its somewhat different dealings with Enron.
U.S. District Judge Sidney Stein granted JPMorgan’s motion to dismiss a securities class action that the bank’s shareholders brought on the theory that the bank had misled investors on its financial exposure arising from allegedly fraudulent transactions that the bank had entered into with Enron. The plaintiffs alleged that specific trading transactions between JPMorgan and Enron were really just disguised loans to Enron and that JP Morgan’s assistance to Enron in arranging off-balance sheet entities allowed Enron to hide debt. When news of JPMorgan’s alleged involvement in Enron became public in late 2001, the bank’s stock price fell, triggering the class action by the investors.
In the 61 page decision, Judge Stein carefully considered plaintiffs’ allegations, but concluded that plaintiffs failed to meet the standard of proof required in a securities class action and dismissed the claims. Inasmuch as the securities fraud claims must meet the heightened pleading standards set out in the 1995 Private Securities Litigation Reform Act, Judge Stein ruled that the plaintiffs were required to show that JPMorgan had made materially false statements with scienter. Establishing scienter is not an easy, as the plaintiffs must either show that JPMorgan had the motive and opportunity to commit fraud or show facts that constitute strong circumstantial evidence of conscious behavior or recklessness,
In his decision, Judge Stein found that plaintiffs offered generalizations rather than specific instances needed for scienter. Inasmuch as JPMorgan continued to fund Enron with new capital virtually up to the time of the company’s collapse, Judge Stein concluded that JPMorgan was unlikely to have known that Enron was on the brink of financial collapse. Consequently, Judge Stein reasoned that the bank could not have been expected to reveal its exposure in its financial statements before the Enron collapse actually took place.
Judge Stein did find that plaintiffs had pleaded scienter with the requisite particularity in connection with their allegation that JPMorgan’s prepay transactions with Enron were characterized as trading assets rather than as loan assets (an allegation that JPMorgan strongly disputes). However, Judge Stein ruled that, even assuming that the investors’ allegation on this technical accounting point is true, that distinction by itself was not material to investors.

Well, at least it’s warmer in Honolulu

Glanville_Jerry2.jpgAfter losing out on the Northern State University job in South Dakota, former Oilers coach Jerry Glanville has resurfaced in Hawaii.

Baylor Med and M.D. Anderson announce huge new research project

baylor logo.gifTwo research giants of Houston’s Texas Medical Center are teaming up on a massive new research project focusing on the genetic abnormalities that cause cancer.
This Todd Ackerman Houston Chronicle article reports on the planned collaboration of Baylor College of Medicine and the University of Texas M.D. Anderson Cancer Center on the proposed Human Cancer Genome Project, which is an extension study to the Human Genome Project, a recently completed 10-year Baylor-led study. The goal of the cancer project is to determine the DNA sequence of tumor samples in hopes of identifying the mutations that are key to the development of cancers.
md anderson.jpgInasmuch as Baylor has already developed the genome-sequencing research infrastructure and M.D. Anderson can contribute the tumor samples, the collaboration on the research project is a natural for both institutions. The estimated cost of the complete project is roughly $1.35 billion, which is yet another example of the huge impact that such Medical Center research projects have on the local Houston economy.

Big news for Houston law firms

rudy.jpgA couple of interesting news items popped up yesterday in regard to the Houston legal community.
First, venerable Houston-based law firm Bracewell & Patterson announced that Rudolph W. Giuliani, the former mayor of New York and former U.S. Attorney for the Southern District of New York, is becoming a partner in the firm and that the firm will be re-named Bracewell & Giuliani. Mr Giuliani will head up the firm’s new office in the Midtown section of Manhattan office, which the firm will open in May.
Bracewell is one of Houston’s largest law firms, but has always been a step below in size to the city’s big three, Vinson & Elkins, Fulbright & Jaworski, and Baker & Botts. Bracewell currently employs about 400 lawyers worldwide and has estimated gross revenues of $200 million. Its client list includes Royal Dutch Shell, Bank of America, the Bechtel Corporation and Kinder Morgan.
Fulbright Tower.jpgMeanwhile, on the east side of downtown, Fulbright & Jaworski became the first downtown Houston law firm to have a high-rise building named for the firm as its longtime headquarters — 1301 McKinney — was re-named Fulbright Tower.
Fulbright became the largest tenant in the building after former owner ChevronTexaco moved out and sold the property last year to Crescent Real Estate Equities Co. ChevronTexaco put the building up for sale after it bought the 40-story 1500 Louisiana Building for its new headquarters. Enron had built that building to be its headquarters, but Enron’s bankruptcy scuttled those plans and ChevronTexaco picked up the building on the cheap.

James A. Hippard, RIP

albertusmagnus.jpgOne of the true characters of the University of Houston Law Center over the past generation — James A. Hippard — died this past Friday at the age of 78 after a long battle with Parkinson’s Disease.
After working his way through the then new University of Houston Law Center during the mid-1950’s, Professor Hippard went on to receive his Masters in Law from New York University, and then returned to UH where he taught Evidence, Criminal Law and Procedure, and Civil Procedure for many years. An accomplished trial lawyer, Professor Hippard peppered his classes with the practical aspects of handling cases and his emphasis on trial techniques eventually led the school to name its annual Moot Court competition in his honor. While in law school, I took Texas Civil Procedure from Professor Hippard, and my lasting memory of him is his quick wit and uncommon grace.
A memorial service for Professor Hippard will take place this afternoon at 3 p.m. in the chapel of the Geo. H. Lewis & Sons Funeral Home, 1010 Bering in Houston.

Meanwhile, the Enron investigation goes on and on and on

enron endless.gifThis Mary Flood Houston Chronicle article reports that a second grand jury has been empaneled to replace the original federal grand jury that has been investigating the Enron scandal for the past three years. According to Ms. Flood, Enron Task Force prosecutors informed the new grand jurors that they should expect to remain working on the Enron case until at least November, 2006.
The first Enron grand jury indicted 23 people in connection with the Enron scandal. Six of those 23 pled guilty, five were convicted in the Nigerian Barge case — which is remarkably the only criminal case that has gone to trial to date in connection with the Enron affair — and one of the two former Enron employee-defendants in that trial was acquitted. The other 11 indicted persons still await trial.
Quare: If it takes over three years to figure out how to indict someone, then doesn’t that length of time, in and of itself, indicate that reasonable doubt exists that a crime occurred in regard to matters under investigation?
Meanwhile, in regard to the Nigerian Barge case, the U.S. Chamber of Commerce took the unusual step of filing an amicus curie brief in the case this past week on the issue of sentencing. The Chamber of Commerce brief focuses on the market loss issue, which could have a big impact on U.S. District Judge Ewing Werlein‘s decision on sentencing the convicted defendants in the case.