Tag Archives: economics

Private Equity Parallels the Mortgage Business

I’ve been trying to ignore all the discussion in the presidential campaign about Bain Capital and leveraged buyouts and private equity, but pull is too strong and I can no longer resist. Must….write…blog…entry.

First off, let me say that buyouts* are neither inherently good nor bad. People who are completely bashing buyouts as inevitably bad, as rapacious tools for the 1%, are simply wrong. People who are utterly defending buyouts as inevitably good, as the perfect form of free market capitalism, are also wrong. I mean, duh. Nothing as complicated as a buyout is going to just be good or just be bad.

Good: having a buyer focus a complacent or bloated company on its core products is often very productive. Bad: having a buyer stop investing in R&D and shut down pensions while continuing to pay itself fees and dividends is often very troubling.**

Rather than delve more into the good or the bad, I do want to point out one thing that isn’t often mentioned: how similar the buyout business is to the mortgage business as practiced on Wall Street. Both businesses are leveraged gambles with the government picking up at least some of the tab if you lose. We all know how Wall Street borrowed massively to bet on mortgage-backed securities. And they made jillions, paying out huge bonuses, until it went wrong, and the government bailed all of Wall Street out. Heads they win, tails we lose.

Buyout barons have a similar deal. Not quite as good, but similar. They borrow heavily to amplify the returns on their deals. If it goes well, they make tons; that is why Mitt Romney is so rich. But if it goes poorly, the Bains and KKRs of the world get to walk away, using the government bankruptcy code, and leaving the workers’ pension plan in the hands of the Pension Benefit Guaranty Program, a government agency. I don’t want to overstate the case: sometimes private equity firms lose money on bad deals. They don’t fully socialize their losses. But their losses are limited to that deal; the structure is such that they can walk away from bad deals.

In the meantime, they are borrowing against the assets of the company and paying themselves dividends with the money. You might say “they can’t be applying too much leverage, or banks wouldn’t lend them the money.” Sure, just like banks would never give mortgages to pool cleaners who made $25,000 per year. Oh wait, they did, repeatedly. To quote Mike Konczal, who is quoting Josh Mason, “It was a common trope in accounts of the housing bubble that greedy or shortsighted homeowners were extracting equity from their houses with second mortgages or cash-out refinancings to pay for extra consumption. What nobody mentioned was that the rentier class had been doing this longer, and on a much larger scale, to the country’s productive enterprises.”

Finally, I should also note that buyouts are structured as giant tax dodges. Again, this is not inherently bad; we expect companies and investors to legally minimize their taxes. But the fact is that a big part of the value of buyouts is their tax efficiency. That is why buyout firms continually sell companies to each other in a round robin of tax avoidance; they aren’t all adding “operational value.” There is only so much a bunch of ex-investment bankers can do to change the operations of a company, but each time a company is sold there is a new set of tax avoidance strategies.

How does this work? First of all, because interest payments are tax deductible, the leverage applied in a buyout is essentially subsidized. Much like homeowners are encouraged to take out larger home loans by the tax deductibility of mortgage interest, buyout firms are encouraged to leverage up as much as possible. This enables the company’s operating income be used on debt payments, amplifying returns, rather than going into taxable income. In addition, at the time of acquisitions, assets of the company can be written up to fair market value and then depreciated, with the non-cash depreciation expense also tax-deductible. That step-up in asset value at acquisition is precisely why buyout firms keep flipping companies to each other. In a perfect deal, the post-acquisition company will have taxable income below zero, but positive cash flow. In other words, regardless of whatever operational improvements a buyout firm might implement, a huge part of the value that accrues to that buyout firm is due to financial engineering, specifically financial structuring to avoid taxes.

* I will use the term “buyouts” here, which are usually leveraged but don’t need to be. Since “private equity” also refers to venture capital, I will avoid using that term.

** From a recent Vanity Fair article:
“According to Kosman, “Bain and Goldman—after putting down only $85 million … made out like bandits—a $280 million profit.” Dade’s debt rose to more than $870 million. Romney had left operational management of Bain that year, though his disclosures show that he owned 16.5 percent of the Bain partnership responsible for the Dade investment until at least 2001.
Quite soon, however, a fragile Dade faced adverse conditions in the currency markets, and it had to start in effect cannibalizing itself, cutting into the core of its business. It filed for bankruptcy in August 2002 and Bain Capital departed. When Dade emerged from bankruptcy, its new owners invested in long-term R&D, and it flourished again.”

Four Keys to a Happy Work Environment

I’ve been thinking about work, and what makes working at a company enjoyable. What any person might like or dislike about work can vary widely, of course, but I’ve worked at a lot of different companies, and across those various companies I’ve found four main factors that determine how pleasant work at a company might be:

  1. The wind is at your back
  2. Things work smoothly
  3. Common commitment to a mission
  4. Strong management team

Wind at your back means that the market is moving your way and revenues are coming easily (as easily as they ever do). Like you’re Instagram and everybody wants your app. Or you’re Caterpillar during a construction boom, when people are clamoring for your tractors. When the wind is at your back, everything is easier. Your decisions all seem right, and if you happen to make a mistake, it just doesn’t matter that much. Your colleagues are in good moods, your bosses are happy with your work, and bonuses are in your future. When the wind is at your back, work almost seems like play.

Having your company work smoothly is an internal state, rather than one dependent on the market. Processes are in place and lines of communication are established. Objectives are set, each group is executing on those objectives, and everybody is in synch. When your organization is firing on all cylinders you feel productive, even if the wind isn’t at your back. Sure, maybe you could be growing faster, but you are getting things done, and that feels great.

Even if you aren’t all in synch, you can all be committed to the same mission. And this doesn’t need to be a feel-good, change the world sort of mission. Going back to Caterpillar, if everyone is committed to the mission of making great tractors and selling the heck out of them, then you are all on the same team, heading toward the same goal, and that is fun. You might be facing a headwind (housing crisis!) and your company may not be very organized, but at least you are all in it together, pulling in the same direction.

If you’ve got good management, everything is a little better. A good boss makes you feel appreciated, like your contributions actually matter. And if your contributions matter, you will work harder on those contributions, and feel better about that work. Good management can make work more rewarding, and more fun. Bad management, on the other hand, makes you dread coming to work each day.

CEOs: Imagine You Are The Janitor

OK, I promise this will be the last entry on cultural change. At least for a while.
But I wanted to return to the topic that started this arc: changes in corporate culture. You might recall how I postulated that a company could change its culture only if that change started at the top. The CEO needs to live the culture that he wants the whole company to have.

But that raises a question: can a CEO, from his top of the heap position, even successfully think through cultural issues? Go back to my prior example, where there is a culture of being late to meetings because the CEO is always late to meetings. If the CEO is always late, but nobody is late to the CEO’s meetings (because he is the boss, after all), then maybe he doesn’t even realize that this culture exists, and that it wastes everyone’s time. His time isn’t being wasted, so perhaps he doesn’t even see the problem.

If this is true of the CEO, it is likely true of other high level executives, depending on the size of an organization. So how can these oblivious executives work to develop a functional corporate culture? Here I turn to the work of John Rawls, a titan of political philosophy.  Rawls tried to develop a political system that maintained the liberty of markets while countering the tendency of market economies to perpetuate economic disadvantages.

In his masterwork, A Theory of Justice, Rawls balanced these two competing strands through an invention he called the veil of ignorance. Rawls suggested that policy makers devise policies via a thought exercise in which they ignored their actual station in life and imagined how the policy would affect the least advantaged person in society. By operating behind a veil of ignorance as to how policies would affect them personally, they would develop policies that were fairer to everyone.

Maybe CEOs and other top executives should sometimes step behind a veil of ignorance. As a thought experiment, it’s not really that hard. Ask yourself “How would the average employee feel about this? What about the lowest ranking employee?” Only a CEO whose ego has been stoked to l’etat c’est moi proportions will not be able to imagine how his underlings might feel. In the case our always late CEO, surely he will recognize how people feel when he is always late to their meetings.  And if he is so Louis XIV that he is truly unable to imagine how others might feel, then that company’s culture is utterly doomed and everyone should just leave.

Marc Andreesen Finally Calls The Tech Bubble

After months of saying, contrary to all evidence, (like this, this and this) that there was not a tech bubble going on, super-VC Marc Andreesen has finally publicly pulled back from investing because valuations are too high. Duh.

The Myth of the “Job Creator”

A key Republican talking point is that the wealthy are “job creators” and that any tax on these job creators will cause them to fold their cards and go home, hurting the economy in the process. This is clearly ridiculous, and I have challenged before the concept that tax rates diminish incentives to build companies, but here is a great essay from an entrepreneur and investor (a successful one — he is clearly in the 1%) describing how people don’t create jobs, the economy does. And the economy is made up of regular folks — the 99% — who need to buy the products produced by the entrepreneurs. Without a successful consumer class, nobody will be a job creator.

Graphical Look at Federal Deficit

Courtesy NY Times

Democrats Need to Lead, or Lose

S&P downgraded US debt from AAA yesterday, knocking Treasuries from their perch as the safest debt on earth. We will see what happens to yields on Monday, but so far it’s not clear that the markets agree with S&P. After all, this is an agency that had AAA ratings on subprime mortgage-backed securities not that long ago.

But in the meantime, the GOP is using the downgrade to attack Obama, saying “look what happened on his watch.” The president doesn’t deserve all the blame, but I understand why the GOP has seized the downgrade as a bludgeon. And in the same way, democratic operatives are putting the blame on the tea party and its refusal to compromise on deficit cutting.

But you know who isn’t saying anything? Democratic leaders. The White House, Harry Reid, Nancy Pelosi — they are all keeping silent on this. They are trying to be the “adults” and not play the blame game. I appreciate that high-mindedness, but here’s the thing: the game is being played, with or without them. If they stay silent then they just let the GOP control the narrative. You know the Sunday talk shows will be full of Boehner and Cantor and Romney and the gang piling on Obama for the downgrade.

The Democrats have to realize that they are in the middle of a street fight and if they don’t fight back they will lose. And they’ll deserve to lose. If you are going to suck ass at politics, then you shouldn’t be a politician. Regular readers know that I mostly support Democratic policies (with some huge exceptions that I ought to detail one of these days), but I sure don’t support Democratic fecklessness. The Democrats got rolled on the debt ceiling negotiation, and now they are getting rolled on the downgrade. It’s pathetic. Or, to quote a senior democratic official: “if this White House showed a gram of leadership on the debt crisis we could have avoided this historic embarrassment.”