Washington Square Capital Management Blog

We recently re-read a very good piece on Risk management lessons to remember from the credit-crisis 2007-2009 published by BlackRock. The document is well worth a read, and we recommend it highly for all professional investors.

There are, however, a couple of things we wish the authors had added to the note. Particularly with regard to understanding the institutional and legal context within which investments are made.

Portfolio managers must understand what happens when the market fails and a security enters liquidation: Investors should examine a potential investment through the eyes of a distressed investor prior to committing capital. Investing in distressed securities is a very specialized field that requires a lot of specific expertise. However, that should not dissuade the average investor from subjecting the investment to a  simple smell test. What happens to this security if the issuer becomes financially distressed?Who will they choose to pay first, and whom will the courts force them to pay and in which order. Part of our investment process focuses on what would happen in a distress or liquidation scenario (and what conditions would bring the issuer to that point). This occurs naturally to us because we invest in debt instruments, where return of principal is the paramount concern. We always evaluate both bonds and stock whenever we consider an investment in a company, i.e. look at the entire capital structure. We try to understand how decisions would be made in a liquidation, who would have authority to make decisions, and who would receive what portion of the liquidation proceeds in which order. We are generally wary of anything that has been through multiple layers of securitization. Understanding issuer and obligor motivation in a complex securitization requires peeling many layers of control. This is generally not worth the effort unless the returns being offered are extraordinary.

Investors should understand the financial history of the jurisdiction they are operating in, and how that impacts both law and convention: This usually falls under the rubric of operational risk, and is often an after-thought, but we believe portfolio managers must understand this. Many supposedly astute investors found themselves on the wrong side of the pond when Lehman Brothers failed (see NYTimes and DealBook). Hedge Funds with assets held within Lehman Brother’s UK prime brokerage operation found themselves facing an uncertain claim on securities they had believed were in segregated accounts. In marked contrast, the experience of the ’29 crash led to very different rules and conventions in the US, and this limited the impact on US prime brokerage clients. The lesson here is larger than a simple admonition to read custody and brokerage agreements carefully. You really do need to understand the cultural environment within which the law of the land came to be formed, and the environment in which it will be interpreted. This is part of the reason investments in China always give us pause. We’re simply not sure what underpins property rights in a jurisdiction where the collective memory of private ownership goes back half a generation at best. For that matter, we have similar concerns about Russia.

This brings up a much larger, third issue. As many ivory towers exist on Wall Street and the City of London as in Cambridge and Oxford. Many portfolio and risk managers in the institutional investment management world operate in the rarefied, highly specialized world of large corporations with armies of highly paid professionals in each division. The rough and tumble world of actual business, where businesses fail, frauds exist and people go bankrupt, is often as alien as Titan’s toxic atmosphere.

The sharp drop in silver last week made us think of price-support in different markets and how that depends on the constitution of market participants. When a significant percentage of a market is composed of financial buyers and speculators, many of them leveraged, it is prone to sharp, steep drops. It doesn’t matter whether the underlying object is “safe as houses” or “worth their weight in gold”. When a speculator buys an asset with borrowed money, the lender (typically a bank or brokerage) will seek additional security if the asset’s market price moves in the wrong direction (a margin call), and when the speculator can’t provide additional security to hold on to the position, the lender will move to sell the asset. If a significant number of buyers are speculating with borrowed money, or on margin, small downward moves snowball as waves of margin calls  trigger liquidation, which trigger further margin calls.

This is a lesson that was dearly learned during the crash of ’29 and led to the simple and strict margin limits in the US equities markets. The lesson was unlearned over time. High loan-to-value mortgages were used by large numbers of people seduced by stories of millionaire flippers to speculate in real-estate. High levels of leverage are what trigger quick unwinds in the carry-trade as well. IN 2008-2009, all this frenzied activity triggered the recent real-estate bubble and ensuing crisis.

What a lot of US-based “investors” in commodities fail to understand is that the financial markets for commodities operate with a degree of leverage that is simply unattainable for the average investor in equities (the market people are most familiar with). To take an initial position in a 5,000 oz. silver future on the CME (worth about $187,500) requires posting $18,900 in margin. That’s 10:1 leverage, or 10% down, and this is after the exchange recently raised the margin requirement. A 10% move can wipe out the margin posted, and a 2% move can require the speculator to post additional margin. Seasoned participants in commodities know this, but we fear the vast masses who have been drawn to investment products linked to gold, silver, copper etc. do not appreciate how much borrowed money fuels the market they’ve recently entered.

People are scratching their heads about Microsoft’s acquisition of Skype and the price they paid. They shouldn’t be. Microsoft had to purchase Skype and in our view they would have paid even more to do it. It was a must-have strategic acquisition.

Google is running circles around Microsoft in cloud-based office-productivity and communications tool adoption by small-businesses. If you’re starting a company (or have a small company), Google will provide, at no cost:

• E-mail (for up to 10 users) on GMail (used to be 50 up until yesterday)
• Basic word-processing, spreadsheet apps
• Chat, messaging, video-conferencing via Google Chat
• Mobile computing via Android
• Telephone services via Google Voice

It’s free as long as you’re willing to accept some advertising and you can pay $50 a year per person to remove the advertising. All of this takes about 15 minutes to set up for 5 people. Why would anyone want to deal with their telephone company again, or buy and set up a Microsoft-Exchange server, or buy and install Microsoft Office on 5 PCs. All you need is a PC or an Android phone and some form of internet connectivity.

There’s a race underway between Microsoft and Google to attract small and medium sized businesses and provide a full-range of office productivity and communication tools. The company that wins will generate the same sort of network-effect revenues that Microsoft has enjoyed for decades from the wide-spread adoption of Windows and Office by businesses of all sizes. Once individuals begin to use a set of tools it’s tough to make them switch to an equivalent unless the new features are compelling.

24 months from now, 20% of all US businesses, and 80% of new startups will be paying either Microsoft or Google $50-$100 a year per employee to provide the basic suite of office-productivity and communication tools.

Microsoft killed ResponsePoint last year, that was their small-business/VoIP offering, but it wasn’t really successful. They had to acquire Skype because if they didn’t they would be missing the last piece of the puzzle. Adoption rates for Hotmail and Micorosoft Office in the cloud would be minimal. Microsoft AdCenter would remain an also-ran to Google AdWords.

With Skype, they’ve got a recognizable brand for the next few years in Internet telephony, and the infrastructure and user base to build on.

For the moment though, Skype is a cheap way for consumers and road-warriors to make calls. Microsoft will have to extend Skype’s features and re-align its brand to appeal to a wider array of businesses and increase adoption in the office.

Google Voice already has a rich feature set, I’ll point out just two that people love:

• Google Voice will transcribe voice-mails into text, so you can read voice-mails without having to listen to the message (you have to use it just once to understand how much quicker it is)
• Google Voice will ring all your phones, in sequence or simultaneously when someone calls your Google Voice number if you want it to.

Google doesn’t really need anything Skype has to offer, they’re already on their way. The reason Google bid for Skype is on the off-chance they could buy it, migrate everyone to Google Voice and shut Skype down. If they’d succeeded, Microsoft would have had to build the VoIP in the cloud offering from scratch, which would have meant a two year lag.

Following the standard M.O., Google is offering all these services to colleges and schools for free. So the next generation will already be comfortable using them when they arrive at their first job.

The folks who should be really worried are telephone companies because their value-added phone-based services for businesses are going to be radically disrupted by VoIP combined with cloud-based features. PBX manufacturers and vendors should be worried as well, because all the switching technology and features they’ve spent decades developing into customized physical equipment and offering to small businesses via large sales-forces is going to become largely obsolete. What’s worse for the telcos is that this competition is coming from the two software companies with the deepest pockets and biggest cash-generation engines out there. Lawyering up or Lobbying up won’t work.

As of this article’s publication date, Washington Square Capital Management and its clients currently hold positions in Microsoft which may be subject to change. We  may in the future acquire positions in other companies mentioned in this post. This article is not an recommendation to buy, sell or hold any securities mentioned.