A Report from Today's Citigroup Meeting re Governance

Corporate governance has always been an important part of value investing. Obviously, most of us hate waste when precious company resources are squandered to build executive dreams rather than shareholder capital. Misallocation of capital and failure to optimize returns on capital have led me at times to conduct activist campaigns with some managements. This can lead to stormy verbal exchanges, but occasionally, has led to real change in management strategy, abandonment of some projects, and greater focus.

Though managements can ignore shareholders for a period of time, the annual meeting of shareholders allows investors an opportunity to vent, to express opinions, and to make suggestions.

Today, I attended the Citigroup annual meeting, as you can imagine, a very raucous affair.

I thought readers may find it helpful to see a question that I posed to Richard (Dick) Parsons, the chairman of Citi. Much of the board of Citigroup has been in place for many years, and though management has started to slowly bring in some new board members (with actual banking experience) some of the "deadwood" remains.


Mr Chairman, my question relates to the effectiveness and qualifications of our Audit and Risk Management Committee.

On page 35 of our proxy, we have the Report of our Audit Committee which indicates that the Committees meetings facilitate communication among members of the Committee, management, independent risk managers, internal auditors, and Citi's independent auditors.

On page B-3, Annex B of the proxy, the Committee is charged to review and discuss with management, at least annually:

"Developments and issues with respect to reserves" and "Off balance sheet structures and their effect on Citigroups consolidated financial statements." as well as

"Effectiveness of the bank's advanced systems for the calculation of risk-based capital requirements"

Under the section regarding the "Oversight of Risk Management", the audit committee is charged with responsibility to review with management the categories of risk the company faces including financial, operational, reputational risk AND

Review the risk policies and procedures adopted by management.

No one can deny that risk management at Citi has been an abysmal failure. It seems that the mission of this company was a Star Trek mission..."To boldly go where no man has gone before."

This company lived under an illusion of prosperity...an illusion that has been endorsed by the lack of oversight and ability of the Audit Committee to fulfill its responsibilities.
Over the last five years, the Chairman of our Audit Committee was Mike Armstrong, who at the same time served on the Executive Committee. That same committee was chaired by none other than Bob Rubin whose hypocrisy and denial of the risks that have taken this company down, all shareholders are suffering for.

I am at a loss to understand how someone who was on an Executive Committee, supposedly steering this lumbering ship, could maintain independent judgment by chairing the Audit Committee. Obviously, someone here, most likely the Nominating Committee agrees since:

Mr. Armstrong, who has been a director since 1989 is no longer part of the Audit Committee, as of this year, continues his "service" to our Company on the Nomination as well as the Compensation Committee. Much as this company has suffered under an illusion of prosperity, it appears to continue to suffer under an illusion of competence.

During Mr. Armstrong's tenure as the Audit Committee chairman, the incalculable loss in shareholder value due to his failure, and the Committee's failure to properly manage risk has led to some of the spirited discussion that you are experiencing today. I applaud Mr. Armstrong's removal but wonder about how much more damage is feasible after his 20 years on this board.

I see we have now appointed John Deutch to chair the Audit and Risk Committee.

John has been part of the board for two tenures, initially between 1987 and 1993 and currently since 1996. John is a brilliant scientist who has served this nation with distinction as an Undersecretary in the Department of Energy as well as the Director of Central Intelligence. It seems that one of the things most lacking at Citi is central intelligence.

John apparently did a BA in History and Economics back in 1961, presumably he may have studied some accounting back then, perhaps Accounting 100, though unlikely to have studied anything about risk management or auditing.

John has served on the Audit Committee of our Company since 1997 and hence, likely drank the Kool-Aid as to the Illusion of Prosperity.

John has served on other boards, mostly as a member of the nominating committee or technology committee but I see that he has served on the Finance Committee of Cummins Engine.

The last time that Citi had a Finance Committee, it was chaired by Jamie Dimon in the mid-90's...I hear he's done pretty well since.

John's only other service on an audit committee was at CMS Energy where while under his tenure, where:
-the Company had to restate its financials for its energy trading business a la Enron
-it had inflated its revenues by $5.3 Billion
-had to engage in major asset sales in order to survive, selling off most of its foreign operations in India, Brazil, Australia...unusual for a funny little utility in Midland Michigan
-and presided over the CMS stock falling to an 18 year low and down some 90% peak to trough.

I suppose that in some ways, John may be imminently qualified to add value given his experience, nevertheless, it does seem odd to offer an audit committee post to someone who presided over disaster in his only prior "at bat."

It is surprising to look at the current board, outside the new additions, and see so many characters,who though they may have a lot of management experience and executive expereince, seem to lack accounting or audit or even finance credentials. As Buffett has said, there are many banks but few bankers. It appears that none of our existing audit committee members have any prior financial services experience!

I note that the audit and risk management committee has many members who, like Mr Deutch and MrArmstrong presided over this seemingly out of control disaster.

Andrew Liveris since 2005 on Audit

Ann Mulcahy since 2007 on Audit

Dr Judith Rodin since 2004 on both Executive and Audit Committees

Shareholders can no longer countenance the shameful incompetence of our Audit and risk committees financial expertise where it is clear that there is none.

Rather than your vote, they deserve a dressing down that would knock years off their lives. We have been victims of their steely eyed stare into nothingness.

Mr Chairman, is it not time that the same standard applies to our board as has been applied to some former members of management...the standard that sent our Chief Risk Officer in 2007 to the dugout to contemplate the meaning of "sub-prime"...the same standard that sent Chuck Prince into a glorious retirement at huge expense to shareholders...out presumably for dance lessons.

Mr. Chairman, I respectfully submit that it IS time for meaningful change in our Audit and Risk Management Committee.


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Most of us investors tend to vote with our feet and simply sell the stock. I urge you to read the proxy statements and if there is something egregious that you see, to let the board know and to let it be known in a public forum. Stupidity needs to be aired out and benign neglect needs to be addressed.

Change, though glacial and slow can be achieved. I am more than happy to use this blog as a forum to bring some of these matters to readers attention.

Disclaimer: I, my family and clients may have a position in certain securities mentioned in this post.

NCR versus Diebold

Courtesy of Seeking Alpha, I have been privileged to have been introduced to an exciting new research product called Gridstone Research. Gridstone is a new research platform that combines financial data, operational data, and unstructured textual information about a company into a structured useful form.

As I become more proficient with its use and application, I will be incorporating Gridstone into my financial models.

For now, a very basic look at NCR versus DBD's profitability over the last several years.

http://tinyurl.com/d2kjv8

Disclaimer: I, my clients and family may have a current position in securities mentioned in this blog post.

Techonomics and the ATM

 

“By prevailing over all obstacles and distractions, one may unfailingly arrive at his chosen goal or destination.”- Christopher Columbus

Needless to say, it has been an incredibly tumultuous environment. The economic outlook, despite a few specks of light in a dark sky remains quite bleak. Despite this, I have been encouraged by valuations, by the tape action, and by the prevailing sentiment that continues to express doubt in the strength of this rally.

For today’s thoughts, I would like to focus on the tech sector. Tech stocks, in my view, are beginning to discount a recovery and unlike the tech bubble of the turn of the century, generally constitute reasonable business models. Many of these companies have substantially improved their manufacturing footprint to lower cost geographies. Many enjoy recurring revenue models.  Many enjoy strong reputations and decent customer loyalty. However, in a climate of falling capital expenditures by their customers and the experience of building inventories, and falling prices for commodity products, the industry has generally been swift in its response by cutting employment and focusing on cost control.

Real tech spending fell at almost a 24% annualized rate in the fourth quarter (according to Ned Davis Research), the biggest drop since 1990 and in fact, much larger than the 18.6% drop in Q2 of 2001, when the tech bubble burst. As a percentage of GDP, tech spending fell to just 3.6% of GDP down 0.3% Q4/Q3 and down from a peak about two years ago of just over 5%. The quarter over quarter drop in tech spending to GDP exceeded the drop in the 1973-75 and 1981-82 recessions.

The industry responded by cutting production and employment. Capacity utilization in the industry went from just over 80% to 59.9%, a record low.

It is important to keep in mind that many of these trends are quite long in the tooth, in many cases having portended the industry recession. We may well be near the end of the downtrend in this industry. For example, new info tech orders declined for 28 months post tech bubble…currently, we are in the 34th month of decline in this metric. The semiconductor book-to-bill ratio declined for only 13 months post tech bubble…now, we are in the 31st month!

Earnings expectations have weakened substantially. The 2009 median expected growth rate has dropped to about -10% from expectations in early 2008 of about +20%. Though growth expectations post tech bubble bottomed at -26% in September of 2001, this coincided with the bottom in these stocks. From a valuation standpoint, price-to-book and price-to-sales ratios are below the 2002 troughs. The current price-to-book ratio is at 2.5 times as compared to the September 2001 trough of 3.3 times. The price-to-sales ratio is currently at 1.5 times as compared to the prior 2.1 times.

Here is a screen (courtesy of Cash Flow Analytics ) of high tech companies with revenues greater than $100 million that have produced free cash flow though the last twelve months.

http://tinyurl.com/c6zj3s

 

As you can see from the screen, there are many cheap stocks from which to select, in many cases with excellent balance sheets.

One subsector within technology that I believe has been ignored is the ATM sector. As one can imagine, at a time when banks are more concerned about retaining capital to ensure their solvency in a deteriorating credit environment, there should be little propensity to spend on ATMs. Investors remain concerned that increasing bank failures, potential nationalization, and general credit concerns will severely impact the operating performance of the ATM manufacturers. Yet, some of this concern may well be overblown. During the S&L crisis of the 1980s when almost 1500 banks failed, the ATM manufacturers experienced rising sales as new banks emerged and surviving banks increased their focus on efficiency and innovation to reduce their costs.

The global market is dominated by Diebold (DBD)and NCR (NCR). Demand for self-service solutions has been steady from the large national banks that have rolled out deposit automation and bulk checking products. Roughly two thirds of ATM demand is replacement driven. Replacements are driven by regulatory and technological changes as well as aging of the equipment which has a useful life of six to eight years.

In a recent broker conference, NCR’s CEO Bill Nuti described the recurring nature of his business:

“ I think we also have a fairly stable revenue stream inside the Company. When you look at our revenue stream, approximately 40% of it is services, annuity-based services maintenance, which has contracts that stem from a year to five years in length, and a fairly stable revenue stream.”

“Another 10% of our revenue is in consumables. That tends to be fairly stable. This would be purchasing of paper rolls for point of sale or two-sided thermal paper technologies and printers. Another 20% or so comes in the year vis-a -vis backlog. Backlog coming into the year that we expected to turn in the year.”

“So, you've got about 70% of the revenue stream that's relatively reliable, strong revenue stream. The rest, of course, comes from success within the year.”

“ I think large banks in the US will continue to roll out deposit automation at a fairly aggressive rate in 2009. We have a very good position in that particular segment of the banking market.”

One of the important technological developments in the ATM industry has been the direct deposit taking ATM where the money is deposited immediately as opposed to an envelope-taking ATM.

Nutti describes the advantages of this technology:

“A return on investment has been nothing short of outstanding for the banks that deploy deposit technology. In fact, today, the reason why in this environment you're seeing banks roll out deposit technology as aggressively, is because they're being, basically, the departments of the banks that are rolling this technology out are being told by the leadership of retail banking, we need to get X tens of millions of deposits out of the branch and automated onto a machine because of the cost savings.”

 

“So, the cost savings are phenomenal for a bank to take someone who was once depositing checks in a branch vis-a -vis a teller now onto a machine. And so you're seeing tremendous cost savings.”

“I've got one customer who recently was requested to move more rapidly with deposit automation because they need 60 million checks that were normally deposited in branches to now be deposited vis-a-vis deposit-taking ATMs. So, that's one customer. And you can imagine, you could put any number, any dollar savings you want against the 60 million checks and come up with a pretty good ROI given the cost difference.”

The difference is discernible to customers as well, spending only seconds rather than waiting inline in a branch for a teller. The bank would far rather employ a person as a salesperson, selling additional higher margin services and establishing customer relationships rather than depositing checks in a drawer.

For NCR,there is also exposure to the airline industry and its self-serving kiosks. NCR is the number one provider of these devices to the airlines with an 80% share. According to the company, to check in by waiting in a queue at the airport costs about $3.15 per transaction. Checking in by kiosk runs $0.14! That is a tremendous cost savings.

The company anticipates that it will generate free cash flow in 2009 despite needing $200-$250 million to fund its pension plans. Currently, the company has $403 million in cash and investments per share (roughly $2.50 per share) net of debt.

The company launched over 50 new products in 2008, the highest number in more than a dozen years, including the launch of the industry's newest and most innovative ATM family, NCR SelfServ.

In the retail industry wit introduced a next-generation self check-out solution, 5.0, and other point of sale solutions that have captured significant market share.NCR is gaining significant traction in expanding its self-service strategy into new industries including the entertainment industry that promise to open up future avenues of growth for NCR.

For Diebold, some 50% of its revenues are service oriented, consisting of annual maintenance, servicing and monitoring contracts. In North America alone, the company has over 120,000 annual contracts to service the installed ATM base with a renewal rate of well over 90%. The company has generated about $250 million- $300 million in EBITDA annually whereas capex has run around $40 million.  A concern is that DBD has been the subject of an accounting investigation by the SEC relating to revenue recognition practices. From a corporate governance standpoint, last March United Technologies (UTX) offered to buy DBD for $40 per share which the company rejected as inadequate. Recently, the company allowed a poison pill provision to expire. Back in 2005, the board dismissed most of its senior management because of poor internal controls and controversy about its election systems division which represents about 5% of sales.

The company has made significant strides in cost reduction since the 2005 disaster. As per its most recent conference call:

“More than just squeeze cost out of the old process, they identified best practices that were new to Diebold and implemented them successfully. As a result of the success of this initiative in 2008, we expanded the effort to eliminate an additional $100 million of cost out of the Company by the end of 2011. Key to the next 100 million, we expanded our relationship with Minlo, our logistics partner in the supply chain area. They assisted us in reducing our finished goods warehousing footprint from 89 company operated facilities down to three Menlo operated logistics centers. One center located in Greensboro, North Carolina is a flexible delayed product configuration facility serving market in North America and Latin America. This helps us improve lead times to customers while reducing costs.”

“We also improved manufacturing footprint. We have 85% of our production in low-cost geographies. By increasing production in low-cost geographies, we are also manufacturing our ATM products closer to our key customers in growth regions in Asia and eastern Europe. In addition, we consolidated security manufacturing facility in Ohio, with existing facility in North Carolina. To further streamline our operations, we expanded our vendor managed inventory system. We continue to leverage our relationship with Ariba implementing best practices and direct indirect procurement processes.”

NCR trades at merely 2.6 times trailing EV/EBITDA reflecting $1.5 Billion in equity market cap, $333 million in debt and over $700 million in cash or an enterprise value of $1.1 Billion.

DBD  trades at 7.6 times EV/EBITDA with $1.5 Billion in equity market cap as well, but $620 million in debt and $360 million in cash or an enterprise value of $1.7 Billion.

Here is a look at the quarterly progressions of working capital management, capital intensity, and ROIC for these companies:

http://tinyurl.com/cm7vc2

In conclusion, I believe that there are many opportunities within the tech sector that are worth further exploration and investigation. By prevailing over the many distractions, focusing on value, and relying on recurring revenue models, investors can earn significant long term returns with some patience. I believe that the ATM industry in particular represents an unappreciated sub-sector in tech.