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Sunday, February 24, 2013

apple: proposal 2, lost lawsuit and shareholder rights

This could be the most ridiculous lawsuit that could have taken place in corporate finance which couldn't be ruled out by the court due to aspects related to certain SEC rules.

I can argue that Einhorn, with all his good intentions, has got it wrong when he says the proposal 2 initiated by Apple at its forthcoming meeting on 27 February 2013 is value destructive and impedes the board's flexibility. He further says that this proposal does not merit shareholder support.

The breach
There is no debate on whether Apple has breached SEC rules relating to the bundling rule since the proposal 2 includes voting relating to 3 aspects put together: majority voting for directors, elimination of preferred stock and establishing a par value for the common stock.

Shareholder rights

All that Apple is trying to do is to seek the approval of its shareholders before it can issue a blank check preferred stock. That means the board is trying to forfeit its present power to issue the preferred stock without shareholders' approval. Apple is in fact acting in good faith and exhibiting good corporate governance. 

Let's face it. If you and I were shareholders of Apple and if the board had the power to issue preferred stock without our approval, would we like it? Put another way, we would really appreciate if we were asked for our approval before the board actually issued any preferred stock. It makes sense because it is for the shareholders to decide on the capital structure. Let's get it right on who owns the business and who makes key decisions.


The ruling
Just how this is against good corporate governance is beyond logic. Agreed, Apple should not have bundled the proposal for voting. Sure, if the matters were not shareholder friendly, the bundling would have been an example of bad corporate governance. This also breached the SEC rules. As a logical follow up, the court ruled against Apple.

Meaningless consequence

But how does it help Einhorn and other shareholders? Apple can simply drop preferred stock matter for the moment and yet not issue preferred stock. It can put the matter separately in a later shareholder meeting. It can actually seek shareholder approval if and when it issues preferred stock. The intention is clear from Apple: it is not going to budge. What has Einhorn achieved here?

It defies logic that a shareholder does not want his approval to be taken on an important matter related to the business he owns. He is urging other shareholders to follow him. Ouch! Shareholders' rights taken for a ride.


Einhorn's rejection of the proposal has nothing to do with his suggestion of perpetual 4% preferred stock. If he is unhappy with Apple's capital allocation strategies, he has every right as a shareholder to be vocal about it. His preference for issue of preferred stock as a means of unlocking value is his personal opinion with good intentions for Apple shareholders.

However, mixing the proposal and 4% preferred stock matter together is not going to help. Even Einhorn is bundling unrelated matters here! 

We can watch the fun and games anyway. We need activist shareholders.

Friday, February 15, 2013

what's wrong with apple

Too much cash is bad
Too much is too bad is what we have known for long. But we thought cash was an exception for there isn't diminishing marginal utility here.

It looks like too much of cash can also be a problem. As of now cash with Apple is at about $140 billion, that's a staggering number. The problem of plenty is quite unique indeed.

That is exactly what has become one of the problems Apple is facing today. From becoming the most valuable company in the world to becoming not the most valuable company, the journey of its value has been quite interesting. Take a look:


The market value down from about $650 billion to about $440 billion. That is $210 billion marked down in just 6 months. What is going on here? The world is divided. There are those who swear by that name, Apple and have all sweet stories to talk about; and there are those who say that all that rises has to fall someday, laws of nature. And there are those who are clearly not happy with $210 billion loss. These are the shareholders who think that Apple is worth much more and market is stupid to act the way it has. Their solution for fixing the problem is efficient use of cash. They think that market is discounting the value of cash held by Apple and once this is resolved the value will restore.

The business
Before we dwell on to this we should have a look at Apple's business. It is currently operating without any meaningful capital and generating about $156 billion of revenue, about $55 billion of pre-tax operating income and about $42 billion of free cash flows. It's one crazy business model, defying all reasoning. Hardly any input, but output is plentiful. It has been a cash-generating machine so far.

Will this continue? Operating margins are falling. Competition is increasing. The fight between Android and iOS is inevitable. Samsung is gaining momentum. There are a number of other players who want a share of the pie. The road is only getting bumpier.

The challenges
For Apple there four important challenges to consider: 1) To maintain the operating margin; 2) To maintain or increase the market share of its existing products, iphone and ipad in particular; 3) To grow its business with innovation; 4) To find effective and efficient ways to use excess cash.

I don't want to predict how Apple is going to handle its first three challenges. It is the last one I want to talk about.

Back to cash
Let us come back to those who feel Apple is currently undervalued and will increase in value once cash is properly dealt with. As small investors, one cannot do much, except bark in agony or excitement. But they can always piggyback on someone who is more powerful and willing to fight. David Einhorn is giving his shoulder to all those weak investors.

The preferred stock proposal, or the game
Einhorn wants Apple to issue a new class of preferred stock that will pay a 4% dividend in perpetuity, which he says will create value unlocking for Apple. He argues that for every $50 billion of preferred the value will increase by about $32 per share. He prefers $500 billion of preferred so that $320 per share value is unlocked.

This sounds interesting, but not realistic, especially if you are willing to recognize the difference between value and price. You can change value by increasing cash flows, or by increasing growth in cash flows, or by making cash flows safer, i.e. more certain than before. I don't see this happening when preferred is issued by Apple. A $4 dividend preferred should appropriately trade at par, not more, not less.

As for the price, we don't know what is the right price for the stock. The current price of $466 may be low, if we consider that the current revenue growth, margins and cash flows will continue; may be high if we consider that revenue, margin and cash flows will be affected going forward. In short, we don't know what is the correct price for Apple.

The stock price of Apple has about $140 of cash which is valued as it is at carrying value and about $326 of operating assets. The debate is related to this $326 per share: whether this is too low or too high for Apple. Let's not confuse this with cash.

If Einhorn feels that Apple is significantly undervalued currently, issue of preferred stock does not sound any logical solution. If his valuation of Apple is correct, eventually market will catch up with his value. To see how, just see the financial performance of Apple going forward. If Apple continues to perform better, its value will go up. There is immense case for Einhorn here to increase his stake in Apple when its price is falling. Why does he want it to go up when he knows that it is undervalued?

If he is not sure of his assessment of true value of Apple and simply wants to make use of his position as a significant shareholder, he is not trying to unlock value, but price. We hope that he knows it.

On the contrary, if Einhorn is successful in unlocking price of Apple stock, and the operating performance continues to slide in future, price will come down to catch up with Apple intrinsic value. If this were so, he would have only created a quick-exit-way for the shareholders by unlocking price. Those who don't exit, will suffer.

The moral of the story
Temporarily you can cheat markets by playing some games. However, over time markets will recognize the true worth and catch up.

Again to cash
Interestingly, Einhorn does not want Apple to part with its cash. Both the management and the board have forgotten the fact that when cash can be better used by shareholders, it should be handed out back to them. Paradoxically, Einhorn is backing management on this when they have failed to use the cash in an effective way.

A substantial amount of that cash is kept in different parts of the world, roughly about $85 billion, which will attract some additional tax if it is to be repatriated to the US.

It is no-brainer that so far Apple has not found effective and efficient ways of using excess cash. Since Apple is holding cash which belongs to its shareholders, the management and the board have a duty to deal with cash in a manner that pleases all shareholders.

The choices available are: reinvestments in the business, cash dividends, stock buy-backs and acquisitions. In the absence of reinvestments, and lest the cash is lost on bad acquisitions, the shareholders would want the cash be returned to them, rather quickly.

As I see it the most efficient way of returning cash and yet please all shareholders is through buy-backs. This is with a caveat that in general, stock buy-backs are not good if the current stock price is substantially higher than true worth of the business.

A fair game
Let us say, $100 billion (or about $100 per share) of buy-backs is done. It should please all groups of shareholders:

The Apple-all-the-way-shareholders will get to reject the buy-back and gain increased ownership and per-share earnings.

The no-Apple-shareholders will be able to accept the buy-back, receive cash which is more than market price (otherwise buy-backs won't work), and exit Apple.

But this proposal is not for the shareholders who want to exit but not at the buy-back price because they feel that the price is substantially low compared to its true worth. Well, that thinking is conflicting. They will have to wait for the market to catch up, or better yet, the preferred game could, but not certainly, help them.

Interesting times
Apple is undoubtedly one of the most widely followed stocks in the world. Everyone wants to know where it is headed and what it will do with its cash.

If I knew the right answers I would have created either substantial long or short positions and made money. Unfortunately, that is not to be.

But I do wish Einhorn well.

Friday, February 8, 2013

governance and social responsibility...the google way

If this report has to be believed, Google, as a corporate, has some serious issues to tackle. It is one thing to be creating value to shareholders (if that has been the case) and another to do that with bad governance and disrespect to social responsibility.

In fact, in corporate finance the debate has been there for ages - whether the corporates are justified in making money at the cost of social justice and equity.

Reading personal emails is bad corporate governance and completely unacceptable. It is a pity that the users do not even know that this is being done. All they care is life as usual, i.e. send and receive emails with no monetary cost. They don't seem to care to find out other things affecting them, busy life, you see.

The report has been initiated by Microsoft, which is a direct competitor to Google. Obviously, there is plenty of bias and envy. So, we need to check out the facts before we respond. However, if Google has been doing what it should not be doing, it is a shame. Corporate ethics seem to have lost somewhere for most of the corporates. They think it is alright as long as they are making money and stock prices are going up.

Google's defence? No human reads personal email; it is all automated.

What do we do?

Dump Google's email service? Dump Google's search engine? Dump the stock?

I don't know.

But what I know is that it is......Shame on Google.

Wednesday, February 6, 2013

the spirit of united spirits

The spirit business in India is going to be international soon.

Diageo is going to acquire a majority stake in United Spirits. The price: Rs.11,000 crores for 53.4% ownership. That gives a valuation for the entire company at about Rs.20,600 crores. As part of the deal Diageo has initiated an open offer to acquire 26% stake in the company at a price of Rs.1,440 per share.

The consolidated numbers as per 2012 annual report are noted below:


We don't have access to the latest balance sheet. Regulators should do something about it.

Stand-alone basis (quarterly) income statements:



Price movement for the last 6 months shows the real spirit:


At the current share price of Rs.1,895 per share, the market value of the company is about Rs.24,785 crores.

Given large debt and low income, is the price paid by Diageo justified? Acquisitions are usually rationalized by quoting synergy and control as value enhancements. Sure there is synergy in this deal. Indian market for Diageo and International market for United Spirits. And sure Diageo will be able to bring in its own international expertise due to its control. But how much of this will fructify only time will tell.

The present reality is that debt is too high, profits are not that great and there is Rs.5,000 crores goodwill sitting in the books.

Question: Who is going to subscribe to the open offer at Rs.1,440?

Those who want to lose money.

Question: Is Rs.24,785 crores for this business too high or too low?

Remember what I said before....Synergy and control.

Who is kidding here? Time will tell.