Wednesday, December 12, 2018

What Will Be the Trigger?

As financial markets behave erratically, what could be the trigger to push the system into some form of a crisis?

In the financial crisis of a decade ago, economists and historians tend to agree that America's over-dosage on mortgages, mortgage products and securitizations proved to be a trigger that caused global havoc in 2008.

From 2006 into 2007-08, there might have been signals for what was to occur. What eventually occurred was the collapse of Bear Stearns and Lehman Brothers and the disappearance of familiar mortgage banks like Countrywide and Washington Mutual, followed by a debilitating recession.  Scattered mortgage defaults across the country (especially in the sub-prime sectors) led to defaults in mortgage bonds, mortgage securitizations and mortgage structures. Defaults led to losses, not just in the millions, but in billions.

Back then, products (highly rated bonds, securities, and loans) that were popular just a few years before couldn't be traded, sold or touched. What had been modestly liquid turned out to be unbearably illiquid. As the crisis appeared and evolved, risks some financial institutions thought were tolerable or negligible suddenly became overwhelming and insufferable. Losses mounted.  Over time, but firms and banks, one by one, began to fall like a "house of cards," as it so often was later described.

Ten years later, market-watchers and market-forecasters are trying to project the next crisis by trying to identify what might cause it.  What might be the one phenomenon that leads to another that leads to outsize losses that spread like a wildfire around the globe?

Despite low unemployment statistics, increasing job growth, and heretofore glowing prospects for global businesses and the global economy, market players have begun to react as if it's inevitably time for another recession. They speculate whether a slowdown or crisis is imminent, although not in the proportions we endured in 2008-09. 

Check the equity markets the past few months. Or check it one hour and then glance back an hour later. Watch the emotions of the market. Watch how one announcement, one trend, or one hint of how interest rates might behave moves markets by whole-integer percentage points.  

Everybody attempts to figure out the trigger: The Trump presidency, Trump's whims and misguided pronouncements, or a credit and debt bubble (after corporate borrowers have begun to amass almost too much debt). Will it be a economic pause that leads to an aggressive slowdown? Will it be a sudden turnaround in consumer confidence? How about recent-years' mania over crypto-currencies? What about (what we see this month) the bickering over trade policy between China and the White House? 

Economists study inverted yield curves and try to make sense of the implications of short-term interest rates rising above long-term interest rates.

Can market events and uncertain economies in India, Argentina and Turkey lead to mini-crises in Europe and the U.S.? Will a plateau in growth in Silicon Valley result in a collapse of economic activity in Latin America? Will corporates later be haunted by the billions in debt when they struggle to generate cash flow just to meet quarterly interest payments? Or what will happen if a major corporate entity can't roll over what's due within the next six months?

Where are the hotbeds of political and country risk that could seep into financial markets and affect a global economy?

Ten years ago, the crisis was chaotic and evoked angst, stress and widespread concern about the financial system. Some point out the build-up to it was steady, almost methodical, occurring step by step: the euphoria of home ownership, the overflow of mortgage origination, the excess in innovation with newly created mortgage products (CMO's, CDO's, ABX CDS's, synthetic CDO's, re-securitizations, etc.), the mortgage-making and mortgage-securitizing machinery (led by the likes of Lehman and Bear Stearns), the acute demand for more mortgage product, the over-rated AAA ratings on mortgage bonds, the inability to value mortgage securities properly, the collapse of short-term debt markets, and the panic among short-term lenders to financial institutions.

Ten years later, as a rocky, misbehaving stock market suggests something bad is about to happen, what could be the factor, the variable, the phenomenon or the event that sends us back to harsh memories of 2008?

Crude, irrational experts say they know and offer weak conclusions and incomplete warnings. Real experts don't try to predict as much as they remind all that economic downturn and volatile markets are facts of life in finance and market activity. 

Real experts are, too, aware that with interdependent financial markets, one thing can lead to a negative bad thing, which can have detrimental impact on many other things and lead to financial losses of some kind---which leads to diminished confidence and standstills in the marketplace.  Lenders and investors stop lending and investing to other financial institutions and companies.  Traders become hesitant to trade and make markets--at least until confidence turns upward again. And that would be followed by corporations reluctant to spend, hire and invest, followed by consumers too afraid to consume. 

What happens in markets in America surely has impact on markets in Singapore, Brazil, Japan and throughout Europe.  A global bank's loan losses to medium-size enterprises in the Midwest will influence how much risk it's willing to take in Japan or its willingness to make markets in German corporate securities. 

At least this time around, regulators have done their best to ensure that banks big and small can weather the worst cases.  Losses will occur (even big losses), but banks, they project, should be able to absorb them without having to hope the U.S. Treasury will step in and save the day. 

Regulators and supervisors understand how markets and financial institutions are closely interconnected and interdependent.  They have obsessed over how best to manage risks in the financial system, even choosing to implementing stricter capital requirements for financial institutions that appear too powerful or "too important." 

And they, too, perform scenario stress tests on big banks to see how they would fare if, say, equity markets zoomed downward by 30-50%, if real estate values crash, if unemployment surges above 10%, and if the U.S.'s GDP growth rate sags below 2%.

What we do know is that financial markets act in desperate ways and assume the worst when they are engulfed in uncertainty. They calm down when uncertainty is contained. 

Tracy Williams

See also:


Thursday, November 1, 2018

Big-Company Woes: Sears, GE and Tesla

Some well-known companies have had significant operating challenges the past year or two
Stock markets are in an unsatisfactory swirl in the middle of fall, 2018. Markets flirt at being at a turning point or precipice, not sure whether to go up or prepare investors for correction or prolonged downturn.

Some familiar corporate names themselves, one by one, have dominated recent news. They blast onto the top of financial-media headlines and then go away and then return, when the issues that plague them don't disappear or don't get resolved with finality.

Sears

Sears announced a bankruptcy, and that's a surprise to few people. For some, it's a wonder it stayed away from courts until now.  The company has not made money in years and has had huge cash-flow deficits from old, fading business models and unappealing and unspectacular physical storefronts.

The company generated nearly $40 billion in sales in 2012, but could barely reach $16 billion last year. Sears didn't survive the onslaught of the Amazon generation and was ill-prepared to transition to online retail commerce.  Or it did so and stumbled out of the box.

It restructured, reorganized, tweaked the brand, bought other brands, sold other brands, sold real estate and store properties, restructured some more, and scrambled to find new ideas.  Not much worked, beyond its ability to sell off properties, fixed assets and brands to manage what under ordinary circumstances is a reasonable amount of debt on the balance sheet ($2-3 billion for much of the past five years).  

When you are suffering from billion-dollar cash-flow deficits year after year from operations, any amount of debt can become a threat to your existence.  (The company lost between $380 million-$2.2 billion in each of the past six years.) Sears continued to bleed cash until not much remained on the balance sheet to get it through this winter and onward into spring. With about $250 million in cash reserves, the inevitable (or what could have happened years ago) occurred: A bankruptcy filing.

Sears now becomes relegated to business-school history books. Some MBA schools might decide to write a teaching case about how an illustrious retail brand plunges toward insolvency after it is purchased by a hedge-fund investor not as astute and effective in running a storied retail organization as he thought.  ESL, the hedge fund, had ideas, took risks, hired outsiders, and tampered and tweak the business model in ways that didn't work.  Company management was guilty, nonetheless, in not being able upgrade stores and make them (including those at  subsidiary Kmart).  They aimed to bring excitement and energy to the Sears shopping experience, but didn't succeed.

He (Eddie Lampert) tried and devoted much time and attention to reviving the company and making it profitable, although his detractors disliked his running the company as an absent CEO. His experiments didn't work. The marketplace continues to watch, however, because he shrewdly restructured the funding side of the balance sheet such that if there are crumbs to be paid out from liquidating more Sears assets, they will accrue to him. (The hedge fund is an investor and is also a big debt lender.)

General Electric

For decades, General Electric had long been considered one of the world's best managed global companies. It groomed some of the best general managers of industrial operations. Those who didn't reach the top were tapped to run businesses and companies elsewhere.

Not it has reached a fork in the road.   In the post-Jack Welch (former CEO) GE, the company has tripped as a conglomerate and contemplates what to do with its bundles of unrelated businesses.

A company that easily glided and remained near the top quartiles of Fortune 500 lists and was firmly settled into Dow Jones trading indices now has market value ($88 billion) that is about half that of a company like Uber, which is still in the late years of being a start-up and plans its own public offering of equity with almost joyous fanfare.

GE has been a mixture of many businesses, some of which are unrelated and some of which have questionably rationalized.  There have been jet turbines, appliances, and financial services.  It once included a securities broker/dealer and a television network.  And the company has parked its business plans around the world.

Revenues still top $120 billion a year, but profits are still hard to come by.  Some of the earnings sluggishness is its steady restructuring and selling bits and pieces of businesses.  The financial crisis hurt its previous commitment to financial service and dreams of becoming a financial powerhouse, but many of the old GE Capital assets remain.

The fluctuating and unpredictable performance from quarter to quarter for a company where operating flows used to be clockwork predictable has led to the departure of two CEOs (Jeffrey Immelt and John Flannery) in less than two years.  In the annals of U.S. corporate history, GE leaders were supposed to stick around and produce stable, growing bottom lines for at least a decade.  In an un-GE-like fashion, it went outside to find a new CEO (Larry Culp) in September.

GE has enormous debt loads (over $130 billion), but it can manage that and that's not its most plaguing issue.  There is still sufficient operating cash flow (although more erratic than before) to keep debt investors calm.  Stock investors aren't happy. Shares valued over $18 in January are now headed toward $10, and the year is not over.

Operating cash flows have been choppy the past few years and must be high enough to accommodate about $7 billion in annual capital expenditures and $8 billion in annual dividends.  To keep that going (in the way shareholders hope), it must continue to sell off assets and consider more debt. In late October, it took an alarming, but necessary step by announcing it would slice much of the dividend payouts.

Like Sears, GE has adopted strategy, reviewed strategy, abandoned some of it, and continues to search for ways to determine what GE is supposed to be and do.  In September, it decided to continue a campaign to clean up the balance sheet by charging off huge amounts of "goodwill" that arose from purchasing some industrial businesses for amounts far more than what they were worth. It continues a long-term exercise of filtering and reviewing business lines to decide what should stay and what should go.  On the table this month:  Should it sell its healthcare-related businesses?

Unlike Sears, GE will likely stick around for a long time; it may just resolve to become a shell of itself.

Tesla

Tesla's Elon Musk always finds ways to remain in the news.  His headline splashes across financial pages often describing new projects, new risks, new challenges, and new emotions.

There is his company, Tesla, where not surprisingly revenues have soared in recent years.  There has been and will be demand for his product--slick, electric cars bought by consumers generally happy with their purchasing decision.  Tesla's story nowadays is more an operational tale of woe.

Revenues have grown in Amazon-like fashion (from $4-11 billion between 2015-217). But costs have surged even more.  Tesla and Musk don't hide behind the cost numbers.  Costs for growing in an specialized segment of the auto industry are inevitable and necessary. Costs, they argue, will eventually be managed and pushed to reasonable levels.  But not now. The combination of operating costs and required capital expenditures topped $16 billion last year. Real cash outflow.

So Tesla and Musk beg for patience.  In the meantime, surging operating costs are accompanied by surging amounts of debt (now over $9 billion at Tesla), as the company had to construct infrastructure to support the product.  Because of costs, earnings and operating cash flows are non-existent.

Hence, we have a rapidly growing company--led by a sometimes distracted CEO--that has explainable, but uncontrollable costs and mounting amounts of debt. Tesla must convince its stakeholders (debt holders and shareholders) that that costs will eventually be contained and the red line of losses will turn into bulging positive cash flow.

Debt investors might be comfortable company meets regular interest payments.  (It has, believe it or not, about $3 billion cash reserves to get it through any short-term emergency or hurdle.) But can it pay down some of the debt when necessary and can it, if it needs to, refinance some of that debt?

If debt investors and lenders are uncomfortable and impatient, the company will have life-threatening problems.

For all three, stay tuned.  The stories are far from over.




Sunday, September 2, 2018

Netflix: Managing a Mighty Debt Load


Netflix's stock values have surged, but debt investors assess its growing debt burden
In debt and equity markets, there's a love-hate relationship going on with Netflix, the Internet-streaming content provider. 

Equity investors, depending on snippets of information they find about Netflix content plans or Netflix's competitors, love the stock. Occasionally they dump the stock, then buy it, reminded that Netflix is at the pivotal center for how entertainment programming will be created and channeled to consumers for the long haul.

Equity investors, enticed by the company’s strategy, revenue growth, and market leadership, have pushed the company’s market value to over $150 billion (vs. $3.5 billion book value). Business journalists include the company in their special "FAANG" category--the technology movers and shakers that include Facebook, Apple, Amazon and Google. 

Debt investors get uncomfortable now and then, as they are also reminded of ominous non-investment-grade ratings from ratings agencies. The agencies provide alerts that Netflix faces daunting competition from the HBOs, Disneys, and Hulus and reports cash-flow deficits while confronting a big debt burden. (Moody's rates Netflix as non-investment grade, B1.)

It's a debt burden that will continue to rise--a chicken-and-egg conundrum. The company's revenues are indeed growing rapidly. To ensure they grow at that pace, the company promises new, more alluring content.  To develop that content, it chooses to fund it from new debt.  New debt requires even more cash-flow pressures to meet principal and interest payments.  The business model has evolved toward continuing promises of more content, the development of which requires mounting amounts of long-term debt.

Growing revenues have been accompanied by debt levels that now top $9 billion. The company has avoided tapping equity markets to fund these fixed assets.

Netflix, as many know, was originally founded as a service to deliver DVD content (movies, documentaries, etc.) via postal service. DVDs in red envelopes were literally mailed to subscribers, who watched the movies and returned them in pre-sent packages. Many are not aware this continues to be a small part of its business, but the core business now generates revenues from the tens of millions of subscribers who pay monthly fees to access entertainment content on Netflix’s Internet portal. 

In recent years, the Netflix strategy can be summarized:

(a) Grow revenues by expanding into various regions around the world (and introduce content appealing to those from different cultures) and

(b) Evolve gradually from licensing (or “renting”) content from other content providers toward developing new content because contents Netflix creates will likely be more attractive and of higher quality than content it finds elsewhere.

Give Reed Hastings, its CEO, and the company credit.  If it had stubbornly stuck to a DVDs-in-the-mail business, the company would have disappeared or been bought out a long time ago.
Revenues have grown at a compounded-annual growth rate of 28% the past five years and now exceed $11 billion annually; the company is profitable, although income has fluctuated. In 2018, it is on a pace to reach $13 billion in revenues. Equity investors trade the stock as if it will top $20 billion over the next five years.

The company generates positive cash flow from ordinary business operations, but must rely on new debt to fund the significant investments in new content, over $8 billion in new assets the past five years. Hence, until now, if the company didn't bother with creating content and relied only on its Phase 2 strategy of licensing or renting content from content providers (the movie studios, e.g.), it might continue to show positive operating cash flow.

But the same cash flows and revenues might dwindle over time, as subscribers would become turned off by old, familiar, unappealing content on the portal. Once-eager subscribers would cancel accounts and move on to other steamers with more interesting offerings.

Hastings and team are right that they had to figure out what subscribers want to see and what will appeal to a broad number of viewers from around the world.  And they couldn't rely on outside sources to provide it.  They had to arrange to develop it themselves.  Development, of course, means funding.  Long-term debt would be its strategy.

In the world of debt analysis--a world including lending banks, insurance companies, institutional investors and other asset managers--cash flow counts.  Can the company sustain ongoing operations to be able to meet cash interest payments regularly?

Can the company also make principal payments on the debt regularly and, as necessary,  encourage investors to refinance debt when it matures.  The company wouldn't necessarily have to pay down what's due; it would refinance it.

In the realm of debt analysis, the word "risk" arises often. Cash flows that should be available to pay principal and interest on debt are vulnerable to bundles of risks, and cash flow existing in early years can disappear in later periods, threatened by expected or unforeseen risks. What risks does Netflix encounter?
Increasing competition from other streaming services and from other companies launching their own services (Hulu, HBO, Disney, Amazon, etc.): A number of players, agreeing that cable TV cord-cutting will continue briskly, have joined Netflix in streaming. Some already have financial and business advantages. Some entered the streaming business out of desperation. Together, the competition will influence Netflix pricing and expansion strategies.

High costs and time commitment involved in developing own content: There is risks of escalating costs and risks of quality of new content after investing substantial amounts. 

Content piracy and illegal streaming: Regardless of developing or licensing content, Netflix encounters this regularly.  Some potential subscribers will privately vow not to become customers when they can get access to content without paying--legally or illegally.

Pricing strategy (variable monthly fees, depending on markets and geographies):  Netflix subscribers, especially with new competitors launching their own strategies, will likely be sensitive to Netflix plans to increase monthly subscription fees. But the company will consider fee increases if it is strapped for cash or if it wants to minimize cash-flow deficits.

Decreasing growth rate of new subscribers. There is risk its greatest growth rates in subscribers occurred in the past.  Growth rates can fall or flatten, because of competition and because subscribers' sensitivity to price increases and because subscribers indeed share accounts with others.

Global strategy for different cultures. As the company expands across the world, the company may not be attuned to different viewing tastes and cultural patterns in other countries. Netflix may guess and plan and be wrong. As it expands across borders, country, political, currency and legal risks exist.

Technology risks. Netflix is an entertainment company, but it is also a technology company, relying heavily on subscribers' access to Internet services. In the U.S., issues related to diminished "net neutrality" could pose a risk. (Subscribers don't have equal, uninhibited access to the site.)

Management risks: CEO succession. Longtime CEO Hastings presents himself as spokesman, heartbeat and pulse of the company. He, for the most part, devised, promoted and pushed the strategy to evolve from DVDs and develop content. But has he prepared for the next generation of leadership and strategy execution? Is there bench strength?

In most cases above, the impact of the risk is a threat to revenues. In some cases, the impact of the risk is a possible rise in costs or potential liability (litigation, e.g.). The risk review, in total, helps market and debt analysts project the performance of the company.

So what's Netflix's track record and true financial condition to date, and what do we expect going forward? Why have equity investors had such a favorable outlook on the company?

Profitability

The company is consistently profitable, although profit margins and returns on capital are not high and not improving steadily. Revenues continue to grow significantly, while costs are growing just as quickly. The company, however, has shown it can keep most operating costs (administrative and overhead costs, e.g.) under control. As the company continues to grow and expand, some costs will be necessary to support growth.

Asset quality and productivity

The company doesn’t rely on substantial amounts of fixed assets to generate revenue, but it does rely on content (licensed content and owned content, both of which appear as assets on the balance sheet). High-quality content assets are important to attract and keep subscribers. However, to grow revenues, the company is aware it must add to existing content (and, therefore, must finance new content). It acknowledges it cannot increase revenues with old content or "borrowed" content.

Asset efficiency

The business model permits the company to match subscriber fees received to amounts paid to content providers, from which it licenses the right to use and stream. The business model also doesn’t require accounts receivables or efforts to collect monthly fees. (Subscribers pay immediately via credit-card charges.)

The model, therefore, doesn’t require funding for working capital purposes. As the company develops more content it owns, subscriber fees will be used more to service long-term debt, less to pay down payables to other content providers.

Liquidity

Ratios show the company has sound levels of cash or access to cash for short-term purposes. It can pay down short-term obligations with little difficulty. Some of the $2 billion-plus in cash reserves results from recent debt proceeds and may be earmarked for future content development.

Liquidity could be affected as current portion of long-term debt comes due and if the company is not in a position to refinance maturing debt.

Leverage and capital structure

The company today is committed to a strategy of debt financing.  It has vowed to continue to do so, even as interest rates might increase and balance-sheet leverage continues to increase. An already highly leveraged balance sheet will likely become more highly leveraged.

The debt levels are rising faster than capital on the balance sheet. The company does not pay dividends, which permits it to retain earnings, but earnings alone cannot finance the aggressive goals of new content.

Capital adequacy

The book-value capital base is growing moderately, but is offset by larger increases in long-term debt. Capital will likely continue to grow, as it maintains profitability and resists paying dividends and buying back stock.

Equity market values fluctuate occasionally, but the overall trend is pushing upward, as investors value the long-term revenue growth. High market values of equity suggest the company could issue new equity if necessary—an unlikely step in the short term.

Cash flow

Cash flow from business operations has been positive the past five years (between $200-500 mil/year), fluctuating from year to year. The company benefitted from tax credits in 2018, which bolstered cash flow (It didn't have to pay out taxes). The tax credits were a one-time event (and the company will have tax payments going forward).

The levels of cash flow, although increasing at modest amounts, however, are not sufficient to finance the combination of capital expenditures and new content, the latter of which approximated $3 billion-plus in each of the last two years and is likely to continue at that pace or above in years to come.

Cash flow after operations and after capital expenditures and investments in new content, therefore, is negative—and requires debt funding.

For now, it has avoided paying dividends to shareholders, who buy the stock based on long-term growth expectations and price appreciation. Despite non-investment-grade credit ratings, it feels confident it can continue to access debt markets, when it chooses.

Projecting Performance and Cash Flow

Projections of future Netflix performance and cash flows should be based on and consistent with the financial analysis and business-risk analysis above. As a matter of practice, projections in debt and credit analysis should be realistic and conservative.

Debt analysts project a base-case, no-growth case and peek at worst-case scenarios, although equity investors and management boast about the expected growth to come.

The challenge in projecting cash flows for the company is projecting annual expenditures for new-content development. New-content development in 2017 exceeded $3 billion in cash outflow, reaffirming this will be the company’s ongoing operating model in the future.

But new content expenditures could decline if operating cash flows decrease and if the company can no longer borrow new funds. Note the tie-in.  The company wants to grow via new content, but it can only do so--at least now--if it can access new debt.  If it can't access new debt (because of the declines in credit ratings and because debt investors are concerned), then new content won't happen and growth expectations from equity investors will dim.

While equity investors are eyeing revenues leaping from $14-20 billion over the next five years, ratings agencies and concerned debt investors might expect a short-term jump in revenues to about $15-16 billion, but much uncertainty looms in the long term.

A plausible future case of operating cash flows of about $650-700 million of year, while seemingly strong numbers, will still be insufficient to handle debt loads of $10 billion or more. But how else does it plan to finance new-content levels of $3 billion/year--except for even more debt?

Maximum debt capacity (assuming all debt is serviced from cash flows and not refinanced), based on a 10-year realistic-case horizon, at best is about $4 billion. Issuing new equity to meet funding requirements is an option, but one the company is resisting.  For now, the company’s current financing strategy presumes that as long as it can meet interest payments (which it can), then it will successfully refinance debt obligations when due.

Netflix’s financial condition will likely remain stable over the next 2-3 years. There is uncertainty in the long term, and there is no assurance the company can continue to tap debt markets to support new content—although new content is critical to maintain revenues at epected growth rates.


Friday, July 20, 2018

Uber: Ready for an IPO?


Now valued at over $60 billion, Uber has several issues to address before it decides to do an IPO.
In the industry that is called ride-sharing services, Uber, despite having to address reputation risks the past year, is the preeminent brand name. In the industry of investment banking, Uber is the cherished prospect, the next big blockbuster IPO on deck.

As an established "unicorn," a venture-capital-supported enterprise with a billion-dollar-plus valuation, Uber is "next up."  Recent computations, based on the company offering new stock to investor groups and employees this year, value the company at about $60-62 billion.

Market watchers, analysts, and hungry bankers await its decision to go public.  But don't hold your breath. While the company is next up or next in line, it has a long list of thorns to address. 

On paper, Uber looks ripe for an IPO. The business model is familiar, and competitors have jumped in, if only to reaffirm the growth and establishment of an industry. The brand is globally known.  Revenues have grown at a steady pace.

The company is old enough now to contemplate investments into other allied services (Uber Eats). Annual earnings and cash flows continue at deficits, but the IPO world acknowledges that losses by the millions (or tens and hundreds of millions) don't thwart IPO planning.

Like many IPO candidates, losses and cash-flow deficits are explained by required expenditures and costs to support marketing and expansion.  New companies aspire to get to where they need to be and go far as fast as possible, before competitors and copy-cats catch up. Like dozens of other IPO-aspirants in the last generation, Uber promises costs will eventually be contained. Or costs will eventually handily covered by towering levels of revenues.

Uber's path to an IPO is progressing in slow motion.  Too much needs to be addressed , including a renewed polishing of the brand.  Last year's forced ouster of its founder, Travis Kalanick, was step one. Step two was to hire a strong, credible, market-facing CEO who could assure potential investors (and Uber customers) the company was committed to cultural shifts in its ranks.

While the new CEO, Dara Khosrowshahi, whose transportation-services experiences go back to his Expedia days, has addressed the culture problem, continuing reports of isolauted problems surface now and then.

So what about the IPO? Now or later? Is it ready? What are deciding factors?  One major investor, the Japanese firm Softbank, making a statement of confidence in new leadership, upped its stake to $9 billion.

The revenues.

In IPO analysis, while initial years of high costs and investments drown revenues, the long-term story is about growth:  Is it possible? From where will it come? How will it come? And will early experiences of growth lead to even larger growth percentages in the years ahead?

The oft-told story projects one of scale, expansion and growth. Get large, get out there, get bigger, and make a mark before competitors imitate. But is it just that--a story of wishes, dreams and luck, or one of disciplined, rationalized expansion?

Can the company and its cadre of bankers project revenue growth accurately and propose a realistic plan to control costs?

Uber acknowledges losses and negative cash flows, but argues (as most young companies do) that costs are necessary to support a strategy of global expansion and its contemplation of expansion into different, but necessary businesses. 

Expansion also means broadening its mission from being a basic ride-sharing service to one of providing other products and services (not just rides) to a larger customer base that will--in the blink of an eye--dart off to competing services or other innovative companies if Uber doesn't respond to or care for them.

The company has no obligation to broadcast financial performance to the public, but it provides quarterly highlights, if only to prove performance and perhaps prepare for the time when it must disclose greater amounts of financial details as a public company.  Revenues are growing; the bottom line indicates big annual losses (about $4 billion in 2017) and occasional quarterly gains (as in early 2018). 

The ongoing issues.

Uber knows it needs to respond to them definitively and aggressively--without delay. They include management and culture issues. 

They include regulatory and governmental issues in jurisdictions around the world (London, Japan, China, e.g.). They include relationships with and fairness to its drivers (labor relations, fair compensation, driver support, etc.). They include the company's vain efforts to penetrate in certain regions. (Asia has been notably difficult.)

Legal issues abound everywhere and consume a substantial amount of expenses--today and likely regularly in the future.

The brand.

It exists; it's there. But could it be irreversibly tarnished? Uber is a familiar name and term--like Google, Apple, and Facebook.  Almost like Coca-Cola. A proper noun that could become a common verb.  ("We  'Ubered' over to the other side of town.")

Just as brands are built to legendary, storied levels, they can slip overnight--because of smoldering reputations unrelated to finances and business models, a result of mishaps behind closed doors or mis-statements in the board room.  Uber's brand sits on such a precarious perch.

The long term.

Over time, Uber and its banking corps must decide whether a new, different ride-sharing business model could supplant it.  It must face off against competition. Lyft, most notably. Competition surfaces as taxi systems around the world arrive to the 21st century or as populations decide commuting and walking are better and environmentally friendly.

Could regional services (companies choosing to operate only in smaller locales) become its biggest long-term competitive threat?

Competition will push the company to consider "reinventing" itself now and then. Change, reinvent, or die. Uber (with UberEats and its audacious dreams to make self-driving and flying cars) has already charged down that path. Its formal name, moreover, is not Uber Ride-Sharing Services, but Uber Technologies, Inc., indicating in Google- and Apple-like fashion, that it plans to evolve as necessary, while offering a basic, ride-sharing core product.

Uber, arguably, is in the legal business, as it confronts regulatory bodies and lawsuits from every corner of the globe and as it pays gobs in legal fees to address these issues.  It is also likely aware that regulation (unforeseen new laws, new rules, new restrictions) can sprout from nowhere to crush its business in certain regions.

As it prepares itself to be a public company, the drive to generate stable, sustainable cash flow from period to period will define its existence. In 2018, the company might generate positive cash flow from time to time. That positive flow, however, might be due from a sale of investment or a sale of an operation as it retreats from a certain region (China). Positive, but not yet predictably stable.

As a young company funding itself predominantly from equity investments, shareholders understand dividend payouts are not on the horizon.  As a public company, shareholders in years to come will later begin to require dividend handouts and require the company to have "turned the corner" toward a predictable flow of operating cash.

Investment banks are paid to advise the company issuing public shares on the proper valuation of the business, including total market value (market capitalization) and share price.  If Uber is worth about $60-62 billion today, what will it be worth when it launches its IPO, and to what extent will investor interest and stock supply-demand dynamics influence the issuing price?

Bankers, traders and market analysts attempt to determine the right timing. Uber might decide the best time is next year.  Market forces and trends often have the final say-so.

The balance sheet.

Following the business model of a sharing economy (one where the business requires minimal investment in fixed assets, because it piggy-backs off the collective fixed assets of tens of thousands of individuals), the company should operate with a somewhat simple balance sheet.  Minimal amounts of infrastructure and fixed assets imply the company in its youthful years can grow without amassing piles of debt.  Debt burdens force the company to hurry up to generate cash flow to pay interest and principal on the debt.

As a company, it has little reason to have inventory and accounts receivable.  It doesn't sell cars. Riders pay up front.  It doesn't have to collect revenues from users over time. It shouldn't have mounting amounts of payables, obligations to raw-material suppliers.  (Down the line, the company may consider a financial-services reserby providing loans to drivers to purchase cars and other financial services.)

Ongoing accrued expenses (legal expenses, promotional expenses, research expenses, etc.) will continue to be a significant balance-sheet liability. 

Plant, property and equipment should be nominal and includes business offices (if the company doesn't lease) and technology systems.  Long-term debt is not necessary to finance warehouses, branches, and structures (beyond technology support). Debt, however, might be necessary to fund annual cash-flow deficits, if equity-investor cash hasn't done so sufficiently.

Debt also might be sourced to finance small, intermittent acquisitions.  For companies riding a surge in growth, acquisitions become part of the business model. Acquisitions will also be done at prices above book values of the target company and will add to increasing amounts of intangibles on the balance sheet.

IPO proceeds, hence, could deliver billions in cash reserves at levels permitting the company to endure the few years ahead when operations will continue to yield losses.

After the IPO.

While it contemplates a public offering, its bankers and board have already contemplated what business life will be when there is a stock trading everyday. Everyday becomes a new scorecard day, where the market provides an opinion of the company every hour every trading day.

As for financial disclosure and earnings projections, public-company status vaults Uber into another league.  Revenues, costs, earnings and cash flows will be analyzed, scrutinized, and dissected.  Management, strategic decisions and the company's response to public opinion will be second-guessed. 

The company will be expected to explain and rationalize costs and investment spending. Activists will squeeze themselves onto the agenda and insist on participating in strategy or even boldly require the company move in different directions.  Venture-capital investors and early-round supporters may likely have reduced their holdings to insignificant portions and may no longer provide a supporting voice.

What happens from here? In sum:

1.  The business model has worked. It has required tweaks and attracted competitors. Consumers understand it and have flocked to it.

2.  Competition all around the world is evident and is capable of undermining growth and its path to profitability.

3.  Long-term stagnant growth (always possible) is why the company is investing in different, but related businesses. The company should be applauded for exploring other products.

4.  The company is learning and will continue to understand that certain geographies will never be penetrated. At least right now.

5.  Continuing issues related to management and culture must be addressed vigorously.

6.  Sustainable, healthy, positive operating cash flow is still probably about 2-3 years away.

7. With investor support in private-equity markets, the company might not be in a rush to go public. If it needs cash, it can access it in private markets.  That IPO celebration party may still be at least 12-18 months away.

Tracy Williams

See also:

CFN: Snap Goes Public, 2017
CFN:  Twitter Goes Public, 2013
CFN:  Shake Shack Goes Public, 2015
CFN: Facebook Goes Public, 2012


Wednesday, June 13, 2018

Dodd-Frank: Tossing and Turning

Once it touched down in Washington in 2017, the Trump administration promised to rip apart portions of Dodd-Frank bank rules and present gifts to banks that would ease up regulatory requirements.

In its first year, the administration, addressing other issues and matters, didn't get around to it.

In spring, 2018, the administration and certain Congressional leaders have decided to push Dodd-Frank higher up the political agenda and have begun to thrust bills through Congress to make some initial tweaks.

First, it decided to ease a burdensome criteria of banks not considered in the special category of "too big to fail."  Regulators and supervisors avoid this phrase, "too big too fail," but there is a special category of banks that are deemed so mammoth in size, they could deal blows to the global financial system if they got into trouble too quickly. 

They prefer the term "Globally Systemically Important Banks" or "Significantly Important Financial Institutions." Those banks require extra capital cushion,  non-stop observation of their activities from examiners, full-scale stress tests and more involved scrutiny. The latest Dodd-Frank tweaks will decide which banks (with assets < $250 billion) will not be subject to the annual anxiety-filled stress tests, administered by the Federal Reserve.

Second, this spring, Congress dared to consider revamping the Volcker Rule, Dodd-Frank's prohibition of proprietary trading among big banks. Not quite eliminate it, but ease the taxing burden banks have had in complying with it. 

The rule, as written today, presumes all securities and derivatives trading at banks is proprietary (speculative and hedge-fund-like) unless the banks painstakingly prove the same trading is for the benefit of clients. To prove to regulators they bought a portfolio of equity stocks for the eventual resale to institutional clients is one of the most difficult tasks in banking today, so say compliance officers at big banks.

Small banks (those of the community kind) aren't likely to participate in the whirlwind of derivatives and securities trading.  So Dodd-Frank revisions will consider not even applying the rule to them.

Dodd-Frank, formally, is the title of U.S. banking laws that were enacted on the heels of the financial crisis.  Dodd-Frank is legislation that requires U.S. banks and U.S. subsidiaries of foreign banks to follow Basel III global-banking standards. Dodd-Frank, the 2010-11 version, however, tightened up global standards and enacted a bundle of other requirements--enough to fill over a thousand pages of rules with wiggle room to add even more.

From Dodd-Frank, banks have capital requirements, but there are also rules related to leverage, balance sheets, liquidity, and managing operational risks.  There are rules that require stress tests, prohibit hedge-fund-like trading, and require banks to present liquidation plans, even if they are not likely to liquidate anytime soon.

Even if they don't voice their disagreement and difficulties with Dodd-Frank with public outcries, many banks will privately enjoy this springtime hint of relief, if only because of the burden of compliance.  Most U.S. banks can and do comply with the detailed rules of Dodd-Frank, but they do so by investing millions in people, processes, systems, and compliance.  Ensuring compliance with rules has not been a significant chore.  The task of complying has.

In many ways, Dodd-Frank, the first edition over the past eight years, did its job.  Banks, big and small, are healthy, financially sound, and well-capitalized.  Risks of all kinds--from market risks to operational risks--are identified, measured, quantified, disclosed, and analyzed.  Tests under various worst-case scenarios are conducted, and no bank wants a headline exclaiming it has failed a Federal Reserve stress test. No bank wants pundits from CNBC to declare they don't have sufficient capital or liquidity.

Part 1 of Dodd-Frank revisions have commenced. In May, legislators introduced bills to (a) exempt smaller banks from having to go through regular stress tests,  (b) to re-examine the Volcker Rule and (c) reconsider how it defines "globally systemically important banks" (GSIB's).

In many respects, the current Dodd-Frank revision strategy focuses on making changes in simple ways:

a) Grant relief to smaller, less-complex institutions in their attempts to comply with Dodd-Frank rules. 

b) Don't force smaller banks to perform complex calculations to determine capital for market, credit and operational risks.  Don't force them to conduct arduous stress tests for all of their business operations. 

c) Don't force them to show compliance with Volcker restrictions, mostly because they never engaged in exotic trading that involved equities and derivatives around the globe in the first place.

d) For the rest, tinker with the Volcker Rule; don't over-haul it yet. Revise it in stages.

That dividing line between big and small is $50 billion or $250 billion or $750 billion in assets and depends on whether the topic is stress testing, liquidity requirements, or capital calculations.

Pros and cons about Volcker keep the debate alive.  With big banks reporting record-breaking profits in 2018's first quarter, banks won't be able to argue Volcker must be abolished to permit them to improve earnings from trading and provide more liquidity in capital markets. In late 2018, the SEC distributed a study showing the Volcker rule has not reduced liquidity in bond and equity markets, as banks predicted.

After years of living with Dodd-Frank and the Volcker Rule, banks have adapted, although they welcome compliance relief and the opportunity to focus a more on clients, capital markets, and new regions.  Banks that retreated from sales, trading, securities and derivatives have already funneled related capital and resources elsewhere.  Banks, big and small, have implemented systems and data aggregation to ensure they know what amount of capital (and in various forms) is necessary to support any business they breathe on--mortgages, corporate loans, investment banking, securitization, interest-rate-swaps dealing, currency trading, custody, credit cards, payments and cash management, etc.

While some banks occasionally slip in earnings performance or struggle to meet Return-on-equity (ROE) targets, most banks (at least those above $50 billion in assets) have shaken up balance sheets and risk-management processes to make sure they have excess capital for market, credit and operational risks and for the types of businesses they choose to emphasize. 

Big mega-banks such as JPMorgan Chase, Bank of America, Citi and Wells Fargo manage themselves to ensure they have excess capital. Big regional banks such as PNC and Regions do the same.  And so do banks that specialize in transactions and processing (and not much on corporate and investment banking) like State Street, BNY Mellon and Northern Trust, too.

Yet while Dodd-Frank gets wrung about, twisted and tweaked (but not abolished), all of the above will silently applaud some relief from compliance-process headaches.

Tracy Williams

See also:
CFN: Dodd-Frank Dismantled? 2017
CFN:  Volcker Rule: SEC Weighs Impact, 2017

Saturday, March 31, 2018

Understanding VIX

This so-called "fear index": Are investors interpreting it correctly?
When markets are calm and stable and investors are beating their chests happily as stock indices creep upward and upward, there is a market metric, an index, that often gets less attention. It exists on the fringes of market-data updates and reports. Meanwhile, finance purists and market watchers study it.  Hedge funds and "innovators" in structured finance look for ways to make money trading it or selling it.

Like other metrics and indices in finance, it was born to be a convenient measure to understand what is going in capital markets.  This convenient measure is supposed to quantify market fluctuations--a quick way to size up volatility in equity markets.

It's the VIX index, which in recent weeks has hovered about 19-20.

With equity markets swirling and swooning upward and downward in early 2018, the VIX index comes to the forefront. Until recently, the index might have been perceived as moth-balled.

When markets seem "violent," VIX numbers, because markets are more volatile, rise sharply.  The media will then decide to headline the rise of the index.

Because it's an approved market index, the inevitable will have happened. Financial engineers would have found crafty ways to structure an investment vehicle where performance is tied to movement of the index. Thus, we hear about hedge funds or daring traders who either made much money trading the index or lost gobs of it because they bet markets would continue to be stable.

The media, also, like to call it "the fear index."

Technically, the index, administered and computed by the CBOE and launched about 25 years ago, tries to compute expectations of oncoming volatility, not necessarily calculations of volatility just past. Therein exists apparent confusion about what the index intends to convey.  Past volatility or expected, upcoming volatility?

Most traders, brokers, and analysts understand concepts of volatility and certainly know it when they observe or experience it.  Volatility is watching the S&P stock index rise 3 percent one day, fall 7-10% the next, another 2-3% the following day, and finally rise again 1-2% days later.  Stomach-churning volatility, some will say.

Some investors and market commenters mistakenly consider the index as a computation or reflection of recent market volatility.  The index, more precisely, is a reflection of anticipated or expected volatility, based on the volatility captured in options prices. 

A technicality, but an important nuance.  While the intent is to measure expected stock-market volatility, the approach is to compute that expected volatility by observing current options prices. Let's allow options markets to suggest what oncoming volatility will be in stock markets.

Options prices (whether they are options on single names or options on a basket of stocks) are determined to be a function of several factors:  (a) the underlying stock price, (b) interest rates, (c) the time to expiration, and (d) volatility of the underlying stock. 

The four factors are not difficult to rationalize and understand. The value of a "call" option should rise if the underlying or referenced stock increases.  The value of the option might rise if given more time between now and expiration date. And the value of the option could rise if there is movement in the underlying stock, especially positive, upward movement.

If the stock has fluctuations and is subject to volatility, then there is an increased probability that such movement could head in an upward direction. Hence, an increased probability that the stock might increase in value. That, of course, suggests increasing value in the option.

Finance graduates everywhere are familiar with Black-Scholes options-pricing models, which account for these factors and present ways to compute precisely the value of an option. If I own an option to purchase a stock at price 25, and the price is 25 today, I might conclude quickly the value of the option is zero. However, if the option expires in five years and the stock price is expected to fluctuate, then time might permit the stock price to rise, say, to 30. The option, therefore, will have value because of what the stock price might be in five years.

How high could that underlying stock rise--within a certain degree of probability, over a certain time frame? Stocks that have histories of movement and fluctuations are likely stocks that can reach certain levels with higher probabilities than stocks that sit still in price for long periods. Similarly, stocks that have expectations of volatility in ensuing periods might be more valuable than the stocks that have expectations of minimum movement. 

Options prices, therefore, reflect expected volatility, as much as they reflect historical volatility, although history can certainly influence expectations. 

Options prices on active markets and exchanges account for underlying prices, time to expiration, and interest rates (thanks to the pricing models), and they account for expectations of volatility.  Based on current options prices, we can derive the market's perceptions of forward-looking volatility.

VIX calculators "extract" expected volatility from current options prices to determine how the market perceives upcoming fluctuations.  More specifically, it examines S&P options (or options on a basket of S&P stocks).  That makes sense, if the index strives to capture market volatility and not specific single stocks. 

Volatility measurements are as straightforward as calculations of variance and standard deviation from a statistics class.  In this case, volatility is inferred from options prices and then interpreted in terms of standard deviations.  Or the current price of an S&P option will imply that volatility is, say, 10% (or one standard deviation equal to 10%).

The VIX measure infers standard-deviation measurements from S&P options (over 30 days) and then quotes it based on one year.  In sum, VIX provides market perception on expected movement (up or down) over the next year one year (with about 68 percent confidence). 

So what does it mean when VIX jumps to 20, as it has in recent weeks? Or 19.8 as of March 29? What does it mean if VIX hovers in single digits as it had been in recent years?

At 20, it suggests options (and options market-makers and traders) are priced with 68% confidence that equity markets could rise 20% or fall 20% within a year.  (Or there exists a 16% chance equity markets will fall more than 20% in the year.) 

A lot of volatility.  A lot of stock-market bumbling up and down in the year to come.

Will the market decline by 20%? Not necessarily.  VIX suggests market participants see it as something plausible.

But keep in mind a VIX measurement, in theory, suggests markets can rise by 20% over the next year, a phenomenon many participants say is not plausible. 

As with much of finance, the tool (VIX, in this case) should guide, not dictate or foretell.

Tracy Williams

See also:

CFN:  High-frequency Traders and Flash Boys, 2014
CFN: High-Frequency Trading: What's Next? 2012

Tuesday, January 16, 2018

Bitcoin Mania, Again

Activity and values of Bitcoins and cryptocurrencies continues to rise in unexplained ways. In 2018, where do we go from here?
To invest or not to invest. To buy or not to buy. Is it for real? Is it here to stay?

Bitcoin. Cryptocurrencies.

The mania reached peaks in 2017.  An "investment" in Bitcoin a few years ago of about $1,000 reached values exceeding $18,000 as we approached the Christmas holidays, 2017. Swoons of volatility and uncertainty pushed that back to $13,000-plus and sparked greater discussion about digital currencies, blockchains, and the distributed-ledger technology that runs Bitcoin (and other digital currencies like Ethereum and Ripple).

Confusion still abounds. What explains 2017's surge in Bitcoin? What explains value? How should it be quantified? What is its purpose? Why are investors and traders willing to take such risks?

Regulators, bank supervisors, and government officials are huddling in conferences trying to determine what their roles should be.  They watch, share views, analyze public data, observe the euphoria among some traders, but haven't taken action (beyond some overseers in a few countries)--partly because they aren't sure how they are empowered to do so.

Questions continue--in the media, in academic discussions, in financial columns and among traders, investors, technologists, politicians, regulators, and bank leaders. What does it actually mean to own Bitcoin?  Is this flippant speculation? Does it represent real value? Does a catastrophe of some kind lie on the horizon? Could mishaps on a Bitcoin exchange trigger defaults and extreme events in the larger, global financial system? Will Bitcoin volatility trigger global systemic risks?

Rational traders approach the market as if value is based on not Bitcoin's purpose or usefulness today, but on prospects that it may have significant purpose and usefulness tomorrow--in periods to come.  That purpose would be tied to the value of Bitcoin as

(a) a way of making payments (consumer and corporate, anywhere in the world),
(b) a storage of economic or investment value,
(b) a safe haven from unstable global currencies (a "flight to quality"), and
(c) a way of operating within a transparent system without intermediation or intervention by a central government or central bank.

Hence, Bitcoin's value (or the value of any meaningful cryptocurrency) is a function of those factors and the probability the coin or the system will achieve those goals.

But some traders aren't interested in such factors and merely want to speculate and take advantage of what ultimately is a speculative trading game.

In reality, combinations of both types of traders are involved in the market. The two factions have influence on the daily fluctuations in Bitcoin prices.  Speculators are risk-seeking and will gamble to achieve high returns. Investor-traders who perceive there is a long-term purpose for Bitcoin and other digital currencies assess long-term value.  They acknowledge uncertainty in achieving those long-term objectives in the way there are uncertainties in any risky investment.

In the current marketplace, however, speculators might be out-numbering rational investor-traders.

Instances of fraud abound and have been reported, and institutions and entrepreneurs devise ways to open up markets to new participants to invest directly (via a Bitcoin wallet) or invest indirectly (via exchanges). In the U.S., the Bitcoin ETF (exchange-traded fun) doesn't exist. At least not yet. An ETF offering must win approval of securities regulators, who will certainly take their time to determine whether it's a suitable investment from all classes of investors.

In a recent step toward legitimacy, in late 2017, commodity and futures exchanges announced they would unveil a new Bitcoin futures contract, an instrument that permits investors and traders to maintain a leveraged stake in Bitcoin values--a way to trade (or speculate in?) Bitcoin without having to enter into the blockchain system and owning the digital coin directly. A trader comfortable with uncertainty and volatility now has an opportunity to speculate with financial leverage. The trader doesn't have to buy the entire Bitcoin amount, but merely put up a margin deposit (financial leverage).

The Chicago Mercantile Exchange launched its product in December. To do so, it had to do preliminary value analysis and assess worst-case scenarios. (Exchanges and clearinghouses do this on an ongoing basis for each of the trading products they offer.)  It had to measure and quantify price volatility and set up rules.

In doing so, it also had to establish and quantify "initial margin" (an amount the investor must put up in cash-equivalent margin to account for the maximum (short-term) loss the investor will experience within a defined time period). Unfortunately the CME has had to establish these margin requirements based on a limited number of years of trading data and without experience or scenarios of what could happen to Bitcoin values in extreme cases or "black swan" events. (It likely increased its worst-case calculations to account for the limited years of trading data.)

The CME is aware it is facilitating trading of all kinds in Bitcoin values and prices (investing, betting, gambling, speculating). It's also aware it will attract the most speculative of Bitcoin speculators because of the advantages of "leverage" in purchasing financial futures. And it will lure traders who will try to profit from the disparities in Bitcoin market prices and Bitcoin futures prices (arbitrage or basis trading).

The exchange/clearinghouse has established an initial margin of about 40-50% of the face value of a Bitcoin contract.  Hence, to purchase a Bitcoin contract (for March settlement) at $13,000, the investor must deposit, say, $6,500.

If the price doubles, the investor makes $26,000- $6,500 (=19,500, or 300% of the deposit amount). If the price declines by half (as it likely could in this market), the investor loses everything (or 100%). Speculators might consider this trading opportunity a trade from heaven, notwithstanding the real possibility of losing all of the up-front deposit.

The exchange, of course, will have done significant due diligence to determine if the investor (operating through a registered broker/dealer) is financially qualified and capable of taking such risks. In reality, it's likely the trader would have also have other trading positions and assets (where gains elsewhere can offset Bitcoin-futures losses) (cross-product margining).

In the past year, government supervisors have begun to weigh in and render opinions. It's about time. Except in some places (like South Korea recently), no specific law or ruling has been enforced in the U.S., but they have begun to suggest where there could be problems or how they might act in certain circumstances. They have identified flaws in cryptocurrency systems and exchanges. They have called for protections for uninformed consumers or under-capitalized investors, and they have diagnosed whether cryptocurrencies are currencies or financial instruments and securities.

And there is the ICO.

On other fronts, government regulators are addressing this Bitcoin offshoot--initial coin offerings, where companies seek to raise funds by issuing new digital coins, specific to the company, similar to the way young companies issue new shares to the public to finance operations.  Several ICO's have been done.

Now regulators are catching up. A primary questions looms over this activity: Is this a way for companies to finance the business without approval by securities regulators and without having to be subject to the same scrutiny and due diligence the SEC in the U.S. requires?

In early 2017 and in December, the SEC issued statements acknowledging that, to date, it has not approved any cryptocurrency or any ICO.  Period.

It has reminded investors that if any person or institution who invests in a digital coin via an ICO and if there is expectation of a share of ownership or economic value from the earnings from the issuing company, the ICO offering might be deemed to be security under U.S. securities laws.

The SEC stated summarily:  "(While) there are cryptocurrencies that do not appear to be securities, simply calling something a currency or a currency-based product does not mean that it is not a security."

The SEC's detailed notices suggest it acknowledges Bitcoins and the growing number of cryptocurrencies are here to stay. It joins a growing number of financial leaders and organizations that admit crypto-currencies, blockchains, and distributed-ledger technologies could refashion the global financial system in the way derivatives and securitizations vaulted into the middle of the financial world in the 1990's.

Acknowledging "We can't beat this, so let's wrap ourselves around the risks and do so quickly," the SEC, to its credit, offered a handy list of questions investors should to ask themselves when they decide to join this marketplace. They include such questions related to proper due diligence of the sponsor, use of proceeds, financial statements of sponsors, timely trading data, openness of the blockchain, threats of cybersecurity, and legal rights of investors.

Blockchains and distributed-ledger technology, no doubt, are here to stay. Many industry participants see the best value in Bitcoins from the underlying technology and system--a record-keeping system free of a central moderator or intermediary and transparent to all players, and one that crosses borders easily.  Hence, many institutions are supporting enterprises to exploit the technology for purposes of securities clearance and settlement and other conventional financial transactions.

On the other hand, crypocurrencies are here to stay unless some catastrophic collapse in values or some blatant fraud leads to a debilitating financial crisis. Industry leaders cringe about systemic risk: The risk that unexplained, unexpected volatility would lead to mammoth market losses, which could lead to credit risks, credit losses and the bankruptcy of significant participants, which could lead to losses among financial institutions and banks that interacted with or funded the bankrupt players, which could lead to a global standstill, which could lead to....

Such extreme events would likely halt popularity and expansion, but for a short time. Remember, derivatives, securitizations, mortgage securities and junk bonds spawned financial crises of various kinds years ago, but after periods of inactivity (and after new rules), they all reappeared.

See also:

CFN: Bitcoins: Embrace or Beware? 2014
CFN:  Flash Boys: Slowing Down High-frequency Traders, 2014
CFN: MiFid 2: Do We Know the Real Impact? 2017
CFN:  Making Sense of Derivatives, 2013
CFN:  High-frequency Trading, 2012