The Solvency Issue: Advantages of Early Disclosure

by: John M. Mason

Something new seems to be happening in this current period of financial dislocation. It appears to me that banks and other financial institutions are responding to their portfolio problems more rapidly this time around than they did in the past. If this is true, in my estimation it is all to the good.

The reaction may result in a sharper reduction in lending in the short run than would occur otherwise, but it will mean that the system will be moving onto the future more quickly. Within such a scenario, the concern is that if all adjustment takes place at relatively the same time, financial markets could be overwhelmed. I am not expecting this…just pointing out the downside concern.

In the past, banks and other financial institutions have responded relatively slowly to problems in their portfolios primarily because many of the problems occurred in loans and other debt arrangements that were just between the banks and their customers. The assets under consideration were not market related. In the present case, many, if not most, of the financial assets that are having problems are market related. That is they are securities connected with subprime loans, collateralized debt obligations (CDOs) and structured investment vehicles (SIVs) among other things. In most cases the institutions holding these assets did not originate them but in some way acquired them from a third party.

Why does this make a difference? Loans and other debt relationships that are directly made between two parties and where the lender holds the paper on their balance sheet as an asset generally have no ‘market’ in which the asset can be traded and a value can be determined. Since the relationship is a direct one, when the borrower runs into some kind of operational difficulty in which the terms of the loan cannot be fully met, the lender and the borrower attempt to work things out. Lenders are not under a great deal of pressure to ‘pull the plug’ on the relationship and admit that the asset on the books may be overvalued. In fact, the tendency is for borrowers to take an optimistic view of things and believe that things will work themselves out. Thus, it may take a sometime before the seriousness of the situation to be recognized and accepted. Of course, the examination of assets by regulators or accountants may speed this process along but this only takes place with a lag.

In an environment like the one just described the truth about a portfolio comes out slowly and charge offs may only come in bits-and-pieces over an extended period of time. In situations like this, Presidents and CEOs remain in place as do their management teams with the hope that everyone on board will be able to ride out the storm. But, when management stays in place there is not much incentive to change the way things are done. The status quo is maintained. Keeping things in place and hoping that the assets will begin to perform is the norm.

If things continue to go bad for the institution, eventually the organization will be acquired or a new leader will be retained to do a ‘turnaround.’ The good thing about a turnaround is that by bringing in someone entirely new, there will be no investment in what had previously been done. The goal of the person brought in to execute the turnaround is to get rid of all that is bad, bring in capable new people, scale back to what might be called the basic franchise, and then execute a new game plan built upon solid fundamentals. Since the turnaround person has nothing vested in the old way the company had been run, he or she pretty well can do what is required to change the organization. This is my experience in the three (successful) turnaround situations I have led.

These kinds of turnarounds are usually done with the same ownership. Of course, there are vehicles that have become more important in recent years that can perhaps ‘save’ an institution earlier in the firm’s downward cycle. Although these have not been used frequently with banks or other financial institutions, their methodology is instructive. These are the hedge funds or buyout funds that specialize in buying companies that are not using their basic franchise as well as they could in order to redirect them…and, in the process, make a lot of money. Whereas the turnaround specialist brought in by a troubled Board of Directors does not have the ownership control, the private equity fund or the hedge fund that buys a distressed company has absolute control. They can do what they want…change management, sell assets, close operations, restructure, and so forth. And, the organizations can do these things rapidly because they own the place and there are no governance issues that have to be dealt with.

In the current situation we have seen a much quicker response to asset difficulties in banks and other financial institutions. The reason being that the assets in question have not been originated by the organization that is holding them and there has been some kind of market in which the assets have been traded. The consequence of this, in my view, is that managements have had to recognize earlier than before the problems being experienced in these asset categories and have had to act more quickly. The result has been that the difficulties being experienced by these organizations have surfaced much earlier in the cycle that they have in the past.

In addition, Boards of Directors have not been as passive as they have been historically. The information concerning charge offs have gotten into the press earlier than ever before and the magnitude of the charge offs have made for sensational headlines. Boards could not sit idly by. They, too, had to act and the actions they took were to remove the person in charge of the organization, the CEO. I don’t believe that we have ever seen so many top executives of important companies relieved of their position in such a short time as we have seen over the past three months or so. And, in my opinion…this is good!

There is also a cumulative effect at work in this process. This is because it is easier to do something when many others are doing the same thing. It is easier to recognize losses in asset portfolios if almost everyone else is also recognizing losses. It is easier to be severe in finding losses if almost everyone else is also being severe in their judgments. It is easier for a board to remove its CEO if other boards are removing their CEO. It is easier to make major changes and restructurings as the new CEO if other CEOs are doing the same thing. Of course, one of the dangers in ‘herd’ mentality is that the ‘herd’ will go too far in the direction in which it is heading. Right now, I don’t see this happening.

What does this mean for the current situation? From my experience recognizing and disclosing problems earlier rather than later is a good thing. In a troubled time, it is good to be relatively severe in the analysis of the value of your portfolio. It is also good to replace those that have a vested interest in the current portfolio with people that do not have a vested interest in it. And, it is a good thing to restructure an organization, returning it to its basic franchise so that it can focus on what it does best. To me, the economy goes through more pain for a longer period of time if people are slow to accept that they have problems, move only slowly to correct the problems, and fail to get back to the basics of their business and proceed into the future on a sound fundamental basis. It seems to me that this time we are moving through this stage of the cycle more rapidly than before.

The assets of concern have caused people to address things earlier in this phase of the economic cycle than in the past, but these assets have some problems of their own that are creating other difficulties. One problem of major concern is how to determine the value of the securities in question. The securities themselves are very complex instruments, which mean that there are only a limited number of people that fully understand them. Also, the markets in which these securities are traded are not very active so that prices are not very reliable measures of value. An additional uncertainty is that it has not always been easy to identify the originator of the assets backing the security thereby limiting the ability of either the original borrowers or the ultimate holders of the asset to resolve problems. How these problems will be resolved is uncertain at this time. Stay tuned!