The board of director of Wachovia - WB may be giving CEO Ken Thompson a vote of confidence, but we are firing him. We became Wachovia shareholders in 2004 when the company bought Southtrust, one of the best banks in the country and one of our largest holdings at the time. We were great admirers of Wallace Malone, the CEO of Southtrust, whom we considered an unrivaled expert at cost control. We knew Mr. Malone had many suitors for his bank, thus, we concluded that if he chose Wachovia, then Wachovia was the bank whose goals and business approach, especially its attention to cost control, were most like Southtrust’s.
That has not been the case. Wachovia has made a series of expensive acquisitions, most damaging of which was the big California S&L, Golden West Financial, purchased at the height of the real estate boom in 2006. WB defended its purchase stating that it could make the Golden West platform much more profitable with WB’s expanded product offerings combined with a greater focus and emphasis on cross selling these added products. Unfortunately, we bought WB’s explanation for the purchase and the purchase price of the Golden West.
Even Mr. Thompson now admits that the Golden West purchase was ill timed because the ink was hardly dry on the deal before real estate prices started falling and Golden West’s supposedly conservative loan portfolio began to show a spike in delinquencies.
Over the last nine months, in listening to management’s explanations of their exposure to subprime risks (always described as modest and manageable), we were shocked at the write-offs and increases in loan loss reserved that WB announced last week. In case you missed it, they took a $4.4 billion write-off and increased their provisions for loan losses by $2.8 billion, up from $177 million in the corresponding quarter a year ago. In addition, they cut their dividend 41%.
This last point is especially bitter because CEO Thompson in January said the dividend was safe, and in the company’s annual report, the company’s dividend increases over the years were trumpeted. It is also bitter because it is our stated policy that our portfolios will hold only companies with rising dividends, except in rare instances.
With dividends being so important to us, we have continually studied the possibility of WB cutting their dividend since last July. We concluded only a few weeks ago that the company’s core capital could support a continuation of their current dividend. The primary reason for this was that WB’s Tier 1 capital, a closely watched measure of its core net worth, was near 7.4%, higher than most of the major banks in the US. Additionally, with Mr. Thompson’s declaration just three months ago that the dividend was safe, we were prepared to ride out the storm with the company.
With the utterly dismaying news that WB reported at their earnings (loss) conference, we decided that we have had enough and that we will exit the company. A major reason for this is that the thing we were most worried about, a goodwill impairment charge against the Golden West purchase, was not discussed among all the write-offs, and we believe it is inevitable.
Here’s the bottom line on the goodwill impairment. Wachovia paid about $24 billion for Golden West. Since they paid more than two times book for the company, they are carrying nearly $14 billion of goodwill on their books. It is now clear that the Golden West purchase is not worth $24 billion, perhaps $16-18 billion at best. That would mean that a goodwill impairment charge of up to $6-8 billion looms over the company.
This has been our biggest concern with WB, but we believed they could cover this non-cash write-off by raising new capital.
After listening to the July, October, and January earnings conference calls and hearing management repeatedly discuss their limited exposure to the subprime crisis and their confidence in the Golden West risk profile, hearing report their miserable results on the April 2008 quarterly conference call was like listening to a different company. Suddenly, everything that was modest and manageable was huge and like nothing they had ever seen before -- and drastic measures were necessary.
We have listened to our last Wachovia analysts’ conference call and voted our last proxies. In the coming months, we will exit the stock completely.
Mr. Malone made our clients a lot of money. His chosen successor company has taken a good portion of it back. We blame ourselves for not seeing that the principles of Wallace Malone, did not extend very far into Wachovia's culture.
