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<nettime> M$ financial fraud [3/3] |
16) What is the most disappointing aspect of this whole situation regarding Microsoft? The sense of betrayal from having always having been a sincere supporter of Microsoft. In fact for years there were three annual reports on a small table in my office for all to see. They were the future of financial services, I would say. These were Microsoft, Intel and Charles Schwab. Most people today that support Microsoft only care about the stock price. DP managers are generally a smart lot and they have to also be upset at the level of risk they are being required to take in order to keep their systems going, that is, sustain Microsoft's pyramid. Being ridiculed by the media is also disappointing along with being told I am arrogant, opinionated and incompetent. Major media reporters like to cite leading universities and investment professionals. Me, I'd rather rely on my 4th grade math teacher who is a brilliant dedicated person that if not retired deserves more than having her retirement stolen by a company that is manipulating the education system and plundering teachers retirement plans all over the country. 17) Please explain the connection to the Keating Savings and Loan debacle in one sentence. Pension funds are being plundered by junk stock as it is leveraged into the pension funds by an over reliance on unmonitored passive indexes, most notably the Standard and Poors 500, just as Keating used junk bonds to plunder the Savings and Loan banks. Many readers have had a hard time accepting this conclusion outlined in the original study and have become too focused upon stock option accounting. Stock option accounting is but one earnings management tool which has resulted in this pyramid scheme, what can be called the cash generating component. The fundamental vehicle for perpetrating this scheme is the manipulation of the index funds since Microsoft is taking far more than its share of the overall indexes. From a theoretical perspective, one might also argue that the Black Scholes option pricing model is a Trojan Horse being used by irresponsible and corrupt corporate officials to plunder the retirement system. This is ironic since Myron Scholes won the Nobel Prize in Economics for developing the model. Of course its use also brought us the Long-Term Capital Hedge fund debacle in October of 1998, an event that almost destabilized the entire global financial system. 18) What is your forecast for the economy and stock market, in particular, given your conclusions? The economy is somewhat leveraged but still in great shape. I am very optimistic that the next 5-7 years will be a terrific boom time if we can adequately deal with this massive fraud and restore integrity to the markets. Microsoft has unfortunately convinced us that if their pyramid scheme tumbles, so goes the economy. Again, more than half the stock is still held by employees and management and so now is the time to act. Fear of economic insecurity is a primary tool used by which Microsoft has coopted the general public and a technique used effectively in their Department of Justice trial defense. The study; however, clearly concludes just the opposite and projects the strongest economy we have ever known due to an increasing global demand for specialized products and services and our unique ability to meet this demand. The problem in the next 5-7 years will not be an economic decline based upon fundamentals but rather how to find qualified employees. This is not to be confused with stock market performance which should be mixed at best given the extraordinary performance over the past two decades. Regarding small and mid size companies, especially those not in the S&P 500, this could be a great opportunity. These values are of course being suppressed by an over reliance on passive index based investment based upon the S&P 500. Smaller technology firms in particular could see improving prospects for product sales with a fast growing economy, both here in the US and abroad. It is unfortunate that there are so few quality small cap mutual funds. Both turnover ratios and fees are far too high and the actual holdings are often not small cap companies afterall. 19) Unused 20) What is the best way to reach you to inquire regarding your services? Email me first and then we can take it from there. The main thing in the beginning is to develop some confidence that some outside top quality advice may help you build or sustain your financial house. That takes a little time but is rather easy to demonstrate if given an opportunity to comment on a specific portfolio given that usually it is easy to recommend a strategy resulting in a big reduction in fees. Of course there are no guarantees with respect to investment performance, and given the performance over the last few years, most investors should be indeed prepared for a moderate decline in their portfolios. 21) What is your perceptive on Alan Greenspan? Greenspan is competent and courageous enough to say and do the right thing, a good example being explaining the folly of investing social security funds in the stock market. Most people still don't understand his arguments yet he is absolutely correct. Like most clarinet players; however, he does seem to have a bit of that brash optimism typical of many clarinet players. Few people realize that Greenspan started as a musician which was brought out in an excellent profile of his background in USA Today. USA Today is a very surprisingly good publication with respect to finance and economics. Even for a highly trained professional like myself. Many of the other supposedly high quaility investment publications can dazzle with data but have limited substance. 22) Isn't your whole argument really a moral/ethical opinion on how corporations should be run? Absolutely not. Let's assume no one has any ethics or morals, that is not the issue. The issue is a corrupted scorecard which is rewarding Microsoft as a big winner when it is in fact a dramatic financial loser that has erected a financial pyramid scheme that is the financial fraud of the century. Others that are winners are being denied the free market success they are entitled to. 23) You make outlandish conclusions with no hard facts. Please do print off the excel spreadsheet and review the 2 charts, underlying assumptions and numbers. These are all based upon SEC filed 10Q and 10K reports. Making you a competent financial advisor, economist or accountant may be unrealistic but let's look at one significant example of why the facts are about as hard as they come. Go to the SEC Edgar database at www.sec.gov and select Microsoft's 10K report for the year ending 6/30/99 that was filed on 9/28/99. Print off the report, which is 81 pages, and refer to the cash flow statement on printed page 63. On this statement is an item titled "stock option income tax benefits" with the amount of $3.1 billion. What this means in plain English is that Microsoft's employees exercised stock options during 1999 with a value of $9 billion in excess of the exercise price. This amount is included as ordinary W-2 wage income to employees, even though they do not sell the stock, because the tax is triggered on the day employees exercise and take ownership of the stock. This $9 billion in stock option wages to employees also allows the company to take a tax deduction for the same amount or $9 billion since the IRS views this as wage expense. Since Microsoft is in a 35 percent tax bracket, a $9 billion deduction results in a cash flow impact of $3.1 billion. Simply put, Microsoft was able to pay $3.1 billion less in taxes by taking a wage expense deduction that is never charged to earnings. 24) Why do you like John Bogle and Vanguard so much? What is your agenda there? John Bogle is to mutual funds what Andy Grove has been to technology. All top investment people have read his books, which are outstanding. Sadly, many of these investment people now wave his book to prospective clients for credibility but then set up a system to plunder investors accounts in the form of excessive fees. Vanguard is the best "overall" family of mutual funds and was founded by Bogle who has since retired. I have no relationship with Vanguard's management and have never received any fees, either directly or indirectly, from Vanguard, even though responsible for significant transfers of assets to Vanguard. It is troubling, however, that Vanguard is somewhat silent on this issue. 25) What is the impact of Microsoft being added to the Dow Jones Index? The Dow is a share weighted index that results in Microsoft accounting for about 4.5 percent of the index. If it were weighted based upon market capitalization, Microsoft would account for more than 15 percent of the entire index. Frankly, a concern is that Microsoft is being added in a two step fashion. Step one is to include them in the index and step 2 would be to change how the index is computed, that is, begin using market capitalization as is done with the Global Titan Index, another Dow Jones index. You would think that the editors of the Wall Street Journal, those who make the decision, would have incorporated consideration for Microsoft's accounting practices. Hewlett Packard was a good addition to the Dow yet Microsoft is a sham. Again, this is not because Microsoft does not have a lot of brilliant well meaning employees but rather that management has positioned the company as the financial fraud of the century. 26) Why are you so hard edged about the results of this study? Perhaps it is just frustration over the study results being manipulated by certain media. It was particularly disappointing when The Wall Street Jounal interviewed me only to manipulate the study's findings in a subsequent article, specifically saying, don't bother worrying about stock option accounting. It may seem harsh but why doesn't Microsoft just purchase the Dow Jones Corporation to clarify constituencies. It also seems clear that most in the media are accostomed to looking at pieces of the study rather than using a systems perspective. Please don't interpret this as me having a negative perspective of the media. We have great media institutions in this country including the New York Times and Washington Post but even they will receive considerable challenges over time to their independence. That is just the way our fluid system of democracy works. Sometimes they will even fail and that is why feedback like this is so important. 27) Why haven't the investment media reported your findings? Most business writers, although often with strong economics backgrounds, do not understand the language of business, that is, accounting. They have been hoodwinked by Microsoft's PR effort labeling me as an extremist. During the DOJ trial the NY Times often referred to the lead government witness as Franklin Fisher, MIT professor. It would have also been good to say that he is Chairman of a publicaly traded consulting firm, Charles River and Associates. His firm's incentive is to generate consulting revenues and that is not a bad thing but simply labeling him as an MIT professor is bad journalism. 28) What about other companies, including Intel? Why are you picking on Microsoft? An extensive cross industry study was done along with a sharp focus on various segments of technology. Again, many companies do have liberal stock option programs yet the issue is not whether they use similar techniques but rather the magnitude of its distortion on the overall financials. Significant distortions do exist at Cisco Systems, Dell, MCI/Worldcom, AOL, Sun and Intel yet none come close to the gross distortion at Microsoft. It is so easy to focus on an effect of a condition rather than the condition itself and that is why the study focused upon the source of this massive financial fraud. That source is Microsoft and why they are referred to as the "pied piper" of significant financial fraud. Let's look at the hard numbers. Intel's year end is 12/31 and so to keep a good comparison with Microsoft let's take the data for the 6 month period ending 6/30/99, which happens to be Microsoft's year-end. For this 6 month period, Intel took a tax deduction for option wages of $800 million which is roughly 44 percent of total net income for the period. At Microsoft they took a tax deduction of $9 billion or 115 percent of net income for the year ending 6/30/99. An obvious criticism might be, Bill, you are comparing a 6 month period for Intel to 12 months for Microsoft and you are also comparing pre-tax expenses with after-tax net income. The reality is that under the other scenarios Microsoft looks even worse. The key point here is that Intel's past earnings have significantly more integrity than those of Microsoft. One quick question for all the investment people out there. Name the CFO for Intel? Most of you probably don't know the answer because Intel is a technology company, not a quasi hedge fund financial pyramid scheme that is plundering the retirement system. We all know who Greg Maffei is, and our word spellcheckers even provide a little twister humor upon checking the name Maffei. The remaining future liability or stock option debt for both Intel and Microsoft could be the same number, let's say $60 billion, and still Intel would shine in comparison. This is a future charge on earnings and has nothing to do with the historical unrecorded charges to earnings due to options already exercised and retired. You can count on Microsoft trying to emphasize this remaining option debt and not addressing the much more important issue, that is, the completely bogus past earnings on which their stock price is predicated. The future is uncertain yet the past impact is pretty darn clear given that the amount is reflected on the employees' W-2 wage statements as ordinary income. Many other fundamental issues make Intel non-comparative to Microsoft including gross sales, current market cap, margins, etc. Rather than go into these now, they will be discussed in a future update. You might notice that since the study has received considerable attention Intel's stock has indeed moved back up while Microsoft is beginning to stagnate. Fund managers are obviously listening and responding. It is also important to note that Microsoft and many prominent media figures are trying to coopt all of us into thinking "everyone is doing it." A year ago one prominent reporter for Forbes magazine interviewed me extensively, constantly trying to get me to focus on Intel, rather than Microsoft. After all the hard work explaining my study, Forbes magazine published a glowing cover story featuring Bill Gates and emphasizing what a great company Microsoft is. Very unethical journalism I believe and a clear attempt to pander to Microsoft's advertising dollars. You would expect more from Steve Forbes given his innovative ideas regarding taxation and presidential aspirations. It is noteworthy that Intel's new emphasis on the reporting of cash earnings rather than traditional earnings is disturbing and dishonest. More important, however, is their ability to keep pace with Microsoft and not allow Microsoft's pyramid scheme to bury them financially, which it could. I therefore salute Intel's creative attempt to contain the damage by participating somewhat more than they would otherwise but would also caution them to act responsibly and have the courage to bury Microsoft's pyramid scheme through product innovation and key partnerships with more open systems such as Linux. In addition, it is about time that Intel take on Cisco Systems to create more innovation in the networking area. Cisco is the best example of a company seeking to emulate Microsoft's financial practices and has indeed constructed a complete financial sham of its own. Earlier this year a proposal was made to Craig Barrett via email that was passed around to several groups inside Intel. Dealing with me is probably hard because I proposed a business which I wanted them to develop, allowing me to simply function as a board member and technology consultant. This is mentioned for ethical reasons so that readers know about this. The reason for the proposal was due to concern regarding Microsoft's financial pyramid and its potential effect on privacy. Sustaining the pyramid will soon require aggressively selling privacy. We forget that this is the real number one product on the Internet, the sale of privacy. That is a shame and might be another pyramid impact of Microsoft's scheme. By shutting out innovation and making the honest sale of non-Microsoft software products and content very difficult, others have had to focus on selling eyeballs to advertisers. That is not a bad thing but how long can the sale of privacy sustain a business? One need only look at Amazon.com. They would like us to believe that they sell books and music but what they are really selling is a look at your home library and nightstand. The proposal to Barrett was to create virtual data banks so that users could store data on-line in a secure fashion. Not just data storage but something akin to a "bank." That is, something with significant levels of security, local encryption, etc. The idea is that Intel could be trusted as a steward of senstiive information or privacy, we clearly can not now trust Microsoft because they have a pyramid scheme to sustain. 29) How did you set your goal of deflating Microsoft 50-80 percent? An assumption was made that Microsoft's gross revenues would grow indefinitely at 25 percent (very generous assumption) and that the firm would trade at a price earnings ratio or P/E of 50. Also assumed was that they earned $1 billion over the last year, which is not true since they actually incurred a significant loss, another generous assumption. The resulting market capitalization is $50 billion and this was then doubed just to give them the benefit of the doubt, resulting in a market cap of $100 billion. This amount is 20 percent of the curent market cap of roughly $500 billion, implying a needed deflation of 80 percent. Many will obviously criticize this logic yet a competent financial advisor would probably deem it uncomfortably simple and reasonable. 30) What advice would you give the Mac community? Forge a strong partnership with Intel and Linux and focus on content and media services. Apple should become a great media company, offering news and other services. Hasn't this always been the Apple experience, a tool to enable creativity. Get to the content, Steve. By the way, Apple does of course also have a stock option program yet the distortion to the financials is minor compared to Microsoft. 31) Why don't you look at the way the government does its accounting? Look at Social Security. Isn't this the way of corporate accounting? This is a cheap shot. Are you not tired of seeing government employees kicked around just because we as citizens keeep electing incompetent politicians? We are so hung up on idealogy that we forget that this nation of ours is pretty down right complicated and we sure better have some top notch people in governement to make sure things run smoothly. Regarding Corporate America, most companies are very straight up regarding their financial reporting. Sure there are problems but overall the system works and has integrity. 32) What advice would you give Microsoft's employees? You live in a state with no state income tax and can keep 80 cents on the dollar due to the new lower capital gains tax rate. More incredible is that since you have to pay the option wage tax when you exercise, you get a new tax basis. Simply put, you already paid the tax and can diversify without a tax consequence. Why not take that $2 million in Microsoft stock, sell it, put it in the bank and decide how to diversify later. It is also a tough reality that more than 80 percent of your wealth hasn't resulted from your product sales but was rather pilfered from the retirement system. You may not want to believe that but it is true. With all the turmoil in Seattle regarding public school funding, it would seem decent to be a strong supporter of such initiatives. 33) How do you do your research projects? You also seem like all you do is talk about Microsoft. A top down systems approach beginning with identifying global needs. This is followed by a look at demographics, key industries, leading companies in these key industries, management background, etc. Books such as John Nesbitt's Megatrends 2000 are helpful. Most important is approaching the task in an unbiased fashion. For example, in 1995, after doing projects on bandwidth, telecommunications, wireless communications, etc. all roads seemed to lead to Sprint. Few people know what a great company Sprint is. The notion of comparative value is also used extensively. For example, comparing Sprint to AT&T, Boeing to Allied Signal, Chevron to Exxon, etc. Too often investors start with a predisposition toward one company yet by using the comparative value notion, one can often result in having a stronger portfolio. 34) How do you feel about securities regulation? Many people in the tech industry complain that regulations are excessive, especially John Chambers of Cisco Systems. Disclosure is preferable to regulation. For example, is it really that much to ask Microsoft to supplementally disclose the impact of its accounting practices, that is, the tax decutions not charged to earnings, etc and restate earnings. That might chew up about an hour for a qualified accountant. We often talk about the glories of the information age, yet if we don't have adequate disclosure, we greatly compromise the inherent benefits of having this greater access to information. 35) Do you think many of the mergers that are now occurring result from manipulating these financial practices, of which Microsoft is the most obvious manipulator? Absolutely. Is it not strange that the Internet has really empowered smaller firms and individuals to take on larger firms and at the same time all the larger firms, in particular banks, are merging. How can Merrill Lynch possibly compete with independent investment advisors with respect to establishing a retirement plan when these advisors are free to recommend any investment company, for example Vanguard or Fidelity. This freedom allows participants access to higher quality lower cost choices simply from being independent of the fee driven orientation of larger firms. In the beginning, Microsoft was a big part of this empowerment and I do sincerely appreciate the enormous contribution they have made. Since the proliferation of the Internet; however, Microsoft has become a significant inhibitor of this trend. 36) Why are you using MS Excel? It is a good product. Again, Microsoft has some darn good products, in particular Word, Excel and Powerpoint. Where they fail is in the operating system and internet area. 37) How do you see the current state of financial analysis? Most analysts seem to be PR representatives for the stocks they cover. A good example might be Rick Sherlund of Goldman Sachs, who regularly touts Microsoft's stock. In addition, there are far too many economists expressing opinions on companies' financial statements. So when did economists, who generally have difficulty even reading a financial statement, become experts in financial analysis. What seems even more ridiculous is that top business reporters rely more and more on these economists for commentary. All professions generate a few good jokes, including economics. This whole situation reminds me of the joke regarding three people who are stranded on an island but 5 miles from the mainland. While two of the three are trying to build a boat the economist says, let's just assume the water is only 6 inches deep. Simply put, we could benefit from the media using stronger sources for financial analysis; otherwise, our economy may drown in corruption as integrity in the system is destroyed. 38) What would you say to George W. Bush? Steer clear of Microsoft and don't even think about gutting the ERISA laws aimed at protecting the retirement system. These are an important safeguard, not excessive regulation, and if they result in lawsuits against Microsoft for securities fraud then so be it. That is how the system is supposed to work. 39) What specific actions would you recommend given the situation at Microsoft? Most practical would probably be to initiate an international boycott of the stock with the hope that reduced demand would bring it down to less than 2 percent of the total Standard and Poors 500. Thinking that market forces alone could accomplish this might be naive given the significant cash flow into stock mutual funds. If enough people starting complaining to their CFO's, in addition to the large fund families, in particular Fidelity and Janus, that might cause these fund families to reduce their allocations of Microsoft stock. After all, does Fidelity really want the risk of massive lawsuits due to potential retirement plan losses? It would also be good if key government agencies, in particular the Defense Department, initiated high profile announcements that they were abandoning the Windows operating system. After all, with the well documented security issues, you would think that their energy could be better directed elsewhere. Given Microsoft's behavior in the lobbying area, is that something the Department of Defense wants to risk dealing with in the future if they end up on opposite sides of the fence on an issue? Teachers and other government workers, through their unions, can also make a loud voice and demand that Microsoft be removed from their retirement system accounts. In the end this will probably have to be such a grass roots effort given the intense political issues at the top level and significant advertising clout Microsoft enjoys in the business press. 40) What can data processing managers do? This is probably also an important time for programmers to coach their data processing managers regarding the importance of abandoning the Windows platform for both economical and competitive reasons. It seems rather obvious that many firms becoming dependant on Windows will ultimately compete head to head with Microsoft. This would include financial services firms, media companies and distributors. Data processing managers are usually good business people and should respond to these practical economic arguments. 41) Have you considered writing a book? Many suggest this but as you can see, although a very competent financial person, my writing skills are limited. If there is someone out there that would like to collaborate on a book, that might be interesting. There is a lot of fascinating material surrounding this situation. 42) Give it to me in a few words? Let's not be co-opted into thinking what is good for Microsoft is good for the country or as Micrsoft goes, so goes the economy and stock market. That is ridiculous. We live in extraordinary economic times and the only real hurdle we face to igniting a whole new cycle of prosperity is deflating this dangerous pyramid scheme. Microsoft has brilliant people but should a firm of 30,000 people be allowed to tie up half a trillion dollars in investment capital, especially when 80 percent of this amount is pilfered from the retirement system. 43) Mary Jo Foley of ZD Net posted a story about you on the Internet 11/4/99. How did it go? We spoke for about half an hour and for the life of me I can't figure out why she did not disclose a single fact regarding the study in the article. She used a lot of hyperbole such as "Parish vehemently denies", criticized me for being "closed minded to anyone who doesn't see things my way," claims I'm "out to get Microsoft," calls me "suspect because I am actively seeking opportunties to appear on radio, TV and trade show panels" to explain his "Microsoft-conspiracy claims" and that I am "doing this to make a name for myself." Adding color does make things more readable but perhaps Mary Jo has seen a few too many episodes of the X-files. There is no conspiracy here, just a boring financial story involving the plundering of the retirement system by brilliant people who chose to apply a lot of technology to the financial side of the business. The basic message is, save the technology for the products, that's all. It would also seem an appropriate gesture of journalistic ethics to indicate that Paul Allen, Microsoft co-founder, is one of the largest shareholders of Ziff Davis, according to a February 1999 press release available at ZD Net, when doing a story about Microsoft. Most reputable news sources, for example the New York Times, regularly make such citations as standard operating procedure. The lack of such a reference does not imply a conspiracy but simply a lack of integrity. It is truly disappointing that Mary Jo did not report any facts so that readers could understand the study without having to link to the web site. Key things like the fact that employees pay tax at ordinary income tax rates when they exercise stock options, even if they do not sell the stock. Even though this is ordinary W-2 income to employees, and Microsoft correspondingly takes a tax deduction as wage expense, this expense is not charged to earnings. Why not say that this amount on which employees paid tax for 1999 was $9 billion and none of it was charged to earnings, even though net income was only $7.8 billion. Of course this is completely independent of the remaining stock option liability of $60 billion. Isn't that a valid piece of news and is it not at least interesting that no one has reported this, anywhere? Many employees don't even realize that upon exercising their stock options they can sell the stock and diversify without paying additional taxes because they get a new tax basis. Imagine how much more financially stable a family could be, if upon knowing this, they diversified somewhat? Overall, I suppose complaining about the story is bad form. It is exposure, after all, and for a media hound like me that's gotta be a good thing, right. And poor Microsoft, abused by a small independent advisor in Portland, Oregon. How strange this whole situation has become. Note: This list of questions and answers will be expanded periodically, so please visit again and send in your ideas for expanding or clarifying the list. I am not interested in being anti Microsoft or any other company but rather elevating a dialogue on this issue so that the free market forces can function. Please respect that perspective and best of luck in your endeavors. The following related resources are also available. Right-click to download a Simplified Spreadsheet (Excel 95 format), <http://www.billparish.com/ms699.xls> with supporting data and charts. If you download using Netscape and can't open the spreadsheet, send e-mail to bill@billparish.com requesting it as a file attachment. Contact: Bill Parish Parish & Company 10260 SW Greenburg Rd., Suite 400 Portland, Oregon 97223 Telephone: 503-643-6999 Web Site: www.billparish.com Email: bill@billparish.com # distributed via <nettime>: no commercial use without permission # <nettime> is a moderated mailing list for net criticism, # collaborative text filtering and cultural politics of the nets # more info: majordomo@bbs.thing.net and "info nettime-l" in the msg body # archive: http://www.nettime.org contact: nettime@bbs.thing.net