Adam Schwab’s Pigs at the Trough

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Adam Schwab has fol­lowed up his many columns on Crikey with a book on the pil­lage of Aus­tralian com­pa­nies by Ponzi financiers and incom­pe­tent exec­u­tives. Some of the com­pa­nies mis­man­aged and in many cas­es fleeced by these once high-fly­ing exec­u­tives no longer exist–but the exec­u­tives are still “high fly­ers” since the crash of their cor­po­ra­tions did­n’t seem to affect their own per­son­al wealth.

The book, Pigs at the Trough, is launched today, and hav­ing read it I do com­mend it to Debt­watch read­ers. The pref­ace to the book, which gives a good feel­ing for both its sub­ject and its flavour, is repro­duced below.

FROM THE reces­sion of the ear­ly 1990s until the glob­al finan­cial cri­sis of 2008, share­hold­ers expe­ri­enced almost two decades of unre­strained joy, punc­tu­at­ed only briefly by an Asian hic­cup and burst dot­com bub­ble. Insa­tiable share price and earn­ings growth, cou­pled with bil­lions of dol­lars of super­an­nu­a­tion mon­ey, saw the Aus­tralian stock mar­ket explode.

But as good as the good times seemed, the boom was built on very shaky foun­da­tions. Gen­er­ous use of debt cre­at­ed many paper for­tunes. How­ev­er, it is often said, the greater the bub­ble, the greater the decep­tion — and there is lit­tle doubt that many of the fast­grow­ing busi­ness­es were run­ning on bluff and blus­ter, rather than sus­tain­able and hon­est busi­ness mod­els.

Through­out this peri­od of excess there were sev­er­al con­stants: the ever-increas­ing tra­jec­to­ry of exec­u­tive remu­ner­a­tion, cou­pled with a new-found love of debt and wide­spread use of finan­cial engi­neer­ing. While real wages for ordi­nary work­ers bare­ly kept up with infla­tion, exec­u­tives received lucra­tive share options, per­for­mance rights and short-term cash bonus pay­ments that con­tained very lit­tle align­ment with long-term wealth cre­ation (except for their own).

As exec­u­tive remu­ner­a­tion sky­rock­et­ed, Aus­tralia also wit­nessed insa­tiable growth in com­pa­nies that made very lit­tle of any­thing of val­ue, but instead engaged in pur­suits called ‘asset orig­i­na­tion’ or ‘asset recy­cling’. These com­pa­nies (typ­i­cal­ly called ‘ finan­cial engi­neers’) would hide the nature of their busi­ness­es among an ever-grow­ing cloak of com­plex­i­ty. Their Byzan­tine struc­tures and opaque finan­cial reports allowed exec­u­tives such as David Coe and Phil Green to accu­mu­late mul­ti-mil­lion-dol­lar nest eggs. When the fall even­tu­al­ly came, these so-called mas­ters of the uni­verse would be well pro­tect­ed.

Share­hold­ers and cred­i­tors would not be so lucky.

The finan­cial engi­neers, usu­al­ly oper­at­ing in the once staid, gov­ern­ment-owned infra­struc­ture sec­tor, used lay­ers of lever­age and bil­lions of dol­lars of share­hold­er cap­i­tal to acquire assets and lat­er pay income from that very cap­i­tal and bor­row­ings. The engi­neers — led by Bab­cock & Brown, All­co and MFS — would become the cus­to­di­ans of Australia’s most impor­tant infra­struc­ture and tourism assets. Their inevitable death, under the weight of bur­geon­ing debt, would bear an eerie resem­blance to the endeav­ours of the entre­pre­neurs of yes­ter­year — house­hold names such as Bond, Skase and Spalvins would be replaced in 2008 by a new set of faces, with names such as Coe, Groves and Green.

The ease with which founders and exec­u­tives enriched them­selves at share­hold­ers’ expense will long remain a case study for the
impor­tance of cor­po­rate gov­er­nance.

Eddy Groves, the man who ran what was once the world’s largest child­care com­pa­ny, paid his broth­er-in-law mil­lions of dol­lars in unten­dered main­te­nance works, while All­co direc­tors David Coe and Gor­don Fell col­lect­ed tens of mil­lions of dol­lars after they sold their Rubi­con prop­er­ty busi­ness to All­co — after the sub-prime cri­sis had tak­en hold. Only days after the sale, Gor­don Fell’s wife spent $27 mil­lion pur­chas­ing one of Australia’s finest homes on Syd­ney har­bour, the asset remain­ing safe­ly out of reach of Fell’s cred­i­tors and Allco’s belea­guered share­hold­ers.

Bab­cock & Brown’s Phil Green and MFS’s Michael King stood by while the empires they cre­at­ed crum­bled. Both appear to have retained exten­sive pri­vate fi ancial inter­ests, often pur­chased with monies extract­ed from their com­pa­nies dur­ing the glo­ry years. But it wasn’t only the engi­neers who brought pain to share­hold­ers.

The Vil­lage Road­show troi­ka of Robert and John Kir­by and ‘sur­ro­gate broth­er’ Gra­ham Burke would turn the notion of ‘ align­ment’ into a fur­phy. The Vil­lage exec­u­tives received tens of mil­lions of dol­lars over a decade while their bum­bling man­age­ment of Australia’s largest cin­e­ma and pro­duc­tion con­cern cost share­hold­ers mil­lions.

Tel­stra, once a staid, gov­ern­ment-owned util­i­ty, would turn to a big-talk­ing Amer­i­can to improve its for­tunes. It took four years and many bil­lions of dol­lars in lost mar­ket val­ue for the Tel­stra board to realise the error of their ways.

Toll Hold­ings, one of Australia’s most suc­cess­ful com­pa­nies, became a pari­ah, pay­ing its already wealthy exec­u­tives mil­lions for
worth­less options, right under the noses of share­hold­ers.

Even two agribusi­ness com­pa­nies, which sold wood­chips to the Japan­ese, end­ed up being Australia’s largest (alleged) Ponzi schemes, all the while cost­ing tax­pay­ers bil­lions of dol­lars as Collins and Pitt street farm­ers col­lect­ed tax deduc­tions for upfront loss­es on rev­enue that would nev­er mate­ri­alise.

This is the sto­ry of how a gen­er­a­tion of exec­u­tives, under the appar­ent super­vi­sion of respect­ed non-exec­u­tive direc­tors, duped mil­lions of Aus­tralian investors, ana­lysts and com­men­ta­tors.

From the car­nage comes some valu­able lessons. While the likes of All­co and MFS were com­plex, arcane enti­ties, their finan­cial state­ments gave warn­ings to investors to stay well away. But they were sig­nals that were missed or ignored by almost all investors and ana­lysts. At the same time, the busi­ness elite, the men and women who occu­py the blue-chip board­rooms of cor­po­rate Aus­tralia, did lit­tle or noth­ing to rein in exec­u­tives.

On many occa­sions, nonex­ec­u­tive direc­tors were unwill­ing or unable to stand up to exec­u­tives who enriched them­selves while their com­pa­nies burned. This book is not mere­ly a tale of greed, but of the clues that can be gleaned — impor­tant evi­dence that all investors who man­age their own wealth should always be on the look­out for before trust­ing their retire­ment sav­ings to the care of high­ly paid exec­u­tives and boards of direc­tors.

Pigs at the Trough will show you how to spot the next cor­po­rate car crash — and hope­ful­ly how to avoid becom­ing the next casu­al­ty. San­tayana once not­ed that those who for­get his­to­ry are doomed to repeat it. Unfor­tu­nate­ly for many investors, his­to­ry is too often for­got­ten as soon as the next bub­ble appears.”

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