The Psychology of Misjudgment

(Image:  Zen Buddha Silence by Marilyn Barbone.)

September 19, 2021

In order to reach our potential as human beings, we have to study our mistakes, including what causes or leads to those mistakes.

Psychologists have identified cognitive biases we all have (from evolution) that regularly lead to mistakes.  Here’s a short list: http://boolefund.com/cognitive-biases/

Below is a longer, more comprehensive list of twenty-four psychological tendencies described by Charlie Munger in his talk, “The Psychology of Human Misjudgment.”  See: https://fsmisc.s3.ca-central-1.amazonaws.com/great-talks/The+Psychology+of+Human+Misjudment.pdf

Bear in mind this comment by Munger:

Psychological tendencies tend to be both numerous and inseparably intertwined, now and forever, as they interplay in life.

Here are the twenty-four psychological tendencies Munger discusses:

  1.  Reward and Punishment Superresponse Tendency
  2.  Liking/Loving Tendency
  3.  Disliking/Hating Tendency
  4.  Doubt-Avoidance Tendency
  5.  Inconsistency-Avoidance Tendency
  6.  Curiosity Tendency
  7.  Kantian Fairness Tendency
  8.  Envy/Jealousy Tendency
  9.  Reciprocation Tendency
  10.  Influence-from-Mere Association Tendency
  11.  Simple, Pain-Avoiding Psychological Denial
  12.  Excessive Self-Regard Tendency
  13.  Overoptimism Tendency
  14.  Deprival Superreaction Tendency
  15.  Social-Proof Tendency
  16.  Contrast-Misreaction Tendency
  17.  Stress-Influence Tendency
  18.  Availability-Misweighing Tendency
  19.  Use-It-or-Lose-It Tendency
  20.  Drug-Misinfluence Tendency
  21.  Senescence-Misinfluence Tendency
  22.  Authority-Misinfluence Tendency
  23.  Twaddle-Tendency
  24.  Reason-Respecting Tendency

(At the end, Munger gives his answers to a couple of excellent questions, plus a list of good examples to remember.)

 

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Munger introduces his discussion:

Some psychology professors like to demonstrate the inadequacy of contrast-based perception by having students put one hand in a bucket of hot water and one hand in a bucket of cold water.  They are then suddenly asked to remove both hands and place them in a single bucket of room-temperature water.  Now, with both hands in the same water, one hand feels as if it has just been put in cold water and the other hand feels as if it has just been placed in hot water.  When one thus sees perception so easily fooled by mere contrast, where a simple temperature gauge would make no error, and realizes that cognition mimics perception in being misled by mere contrast, he is well on the way toward understanding, not only how magicians fool one, but also how life will fool one.  This can occur, through deliberate human manipulation or otherwise, if one doesn’t take certain precautions against often-wrong effects from generally useful tendencies in his perception and cognition.  (pg. 4)

Our psychological tendencies are generally useful, being the result of evolution.  But in some situations, these tendencies lead to errors.

 

(1)  Reward and Punishment Superresponse Tendency

Munger observes that hardly a year passes when he does not get some surprise from how powerful incentives are.

Never, ever think about something else when you should be thinking about incentives.

Munger:

One of the most important consequences of incentive superpower is what I call ‘incentive caused bias.’  A man has an acculturated nature making him a pretty decent fellow, and yet, driven both consciously and subconsciously by incentives, he drifts into immoral behavior in order to get what he wants, a result he facilitates by rationalizing his bad behavior, like the salesmen at Xerox who harmed customers in order to maximize their sales commissions.  (pg. 6)

Munger gives an example of a surgeon who “over the years sent bushel baskets full of normal gall bladders down to the pathology lab in the leading hospital in Lincoln, Nebraska.”  One of the doctors who participated in the removals was a family friend (of the Mungers), so Munger asked him if the surgeon in question thought, ‘Here’s a way for me to exercise my talents and make a high living by doing a few maimings and murders every year in the course of routine fraud.’  Munger’s friend answered: ‘Hell no, Charlie.  He thought that the gall bladder was the source of all medical evil, and, if you really loved your patients, you couldn’t get that organ out rapidly enough.’

Munger comments:

Now that’s an extreme case, but in lesser strength, the cognitive drift of that surgeon is present in every profession and in every human being.  And it causes perfectly terrible behavior.  Consider the presentations of brokers selling commercial real estate and businesses.  I’ve never seen one that I thought was even with hailing distance of objective truth….

On the other hand, you can use the power of incentives – even using as rewards things you already possess! – to manipulate your own behavior for the better.  The business version of ‘Granny’s Rule’ is to force yourself daily to do the unpleasant and necessary tasks first, before rewarding yourself by proceeding to the pleasant tasks.

 

(2)  Liking/Loving Tendency

Munger:

One very practical consequence of Liking/Loving Tendency is that it acts as a conditioning device that makes the liker or lover tend (1) to ignore faults of, and comply with wishes of, the object of his affection, (2) to favor people, products, and actions merely associated with the object of his affection (as we shall see when we get to ‘Influence-from-Mere-Association Tendency,’) and (3) to distort other facts to facilitate love.  (pg. 9)

We’re naturally biased, so we have to be careful in some situations.

On the other hand, Munger points out that loving admirable persons and ideas can be very beneficial.

…a man who is so constructed that he loves admirable persons and ideas with a special intensity has a huge advantage in life.  This blessing came to both Buffett and myself in large measure, sometimes from the same persons and ideas.  One common, beneficial example for us both was Warren’s uncle, Fred Buffett, who cheerfully did the endless grocery-store work that Warren and I ended up admiring from a safe distance.  Even now, after I have known so many other people, I doubt if it is possible to be a nicer man than Fred Buffett was, and he changed me for the better.

Warren Buffett:

If you tell me who your heroes are, I’ll tell you how you’re gonna turn out.  It’s really important in life to have the right heroes.  I’ve been very lucky in that I’ve probably had a dozen or so major heroes.  And none of them have ever let me down.  You want to hang around with people that are better than you are.  You will move in the direction of the crowd that you associate with.

 

(3)  Disliking/Hating Tendency

Munger notes that Switzerland and the United States have clever political arrangements to “channel” the hatreds and dislikings of individuals and groups into nonlethal patterns including elections.

But the dislikings and hatreds never go away completely…  And we also get the extreme popularity of very negative political advertising in the United States.

Munger explains:

Disliking/Hating Tendency also acts as a conditioning device that makes the disliker/hater tend to (1) ignore virtues in the object of dislike, (2) dislike people, products, and actions merely associated with the object of dislike, and (3) distort other facts to facilitate hatred.

Distortion of that kind is often so extreme that miscognition is shockingly large.  When the World Trade center was destroyed, many Muslims concluded that the Hindus did it, while many Arabs concluded that the Jews did it.  Such factual distortions often make mediation between opponents locked in hatred either difficult or impossible.  Mediations between Israelis and Palestinians are difficult because facts in one side’s history overlap very little with facts from the other side’s.

 

(4)  Doubt-Avoidance Tendency

Munger says:

The brain of man is programmed with a tendency to quickly remove doubt by reaching some decision.  It is easy to see how evolution would make animals, over the course of eons, drift toward such quick elimination of doubt.  After all, the one thing that is surely counterproductive for a prey animal that is threatened by a predator is to take a long time in deciding what to do.  And so man’s Doubt Avoidance Tendency is quite consistent with the history of his ancient, nonhuman ancestors.

Munger then observes:

What triggers Doubt-Avoidance Tendency?  Well, an unthreatened man, thinking of nothing in particular, is not being prompted to remove doubt through rushing to some decision.  As we shall see later when we get to Social-Proof Tendency and Stress-Influence Tendency, what usually triggers Doubt-Avoidance Tendency is some combination of puzzlement and stress.  Both of these factors naturally occur in facing religious issues.  (page 10)

 

(5)  Inconsistency-Avoidance Tendency

Munger explains:

The brain of man conserves programming space by being reluctant to change, which is a form of inconsistency avoidance.  We see this in all human habits, constructive and destructive.  Few people can list a lot of bad habits that they have eliminated, and some people cannot identify even one of these.  Instead, practically everyone has a great many bad habits he has long maintained despite their being known as bad….  chains of habit that were too light to be felt before they became too heavy to be broken.

If you’re wise, self-improvement is lifelong:

The rare life that is wisely lived has in it many good habits maintained and many bad habits avoided or cured.

Munger:

It is easy to see that a quickly reached conclusion, triggered by Doubt-Avoidance Tendency, when combined with a tendency to resist any change in that conclusion, will naturally cause a lot of errors in cognition for modern man.  And so it observably works out.  We all deal much with others whom we correctly diagnose as imprisoned in poor conclusions that are maintained by mental habits they formed early and will carry to their graves.

So great is the bad-decision problem caused by Inconsistency-Avoidance Tendency that our courts have adopted important strategies against it.  For instance, before making decisions, judges and juries are required to hear long and skillful presentations of evidence and argument from the side they will not naturally favor, given their ideas in place.  And this helps prevent considerable bad thinking from ‘first conclusion bias.’  Similarly, other modern decision makers will often force groups to consider skillful counterarguments before making decisions. 

And proper education is one long exercise in high cognition so that our wisdom becomes strong enough to destroy wrong thinking, maintained by resistance to change.

Munger points out that, as humans, we collect many attitudes and conclusions that are wrong:

And so, people tend to accumulate large mental holdings of fixed conclusions and attitudes that are not often reexamined or changed, even though there is plenty of good evidence that they are wrong.

But we can develop good mental habits by modeling people who excel at minimizing their biases.  Munger:

One of the most successful users of an antidote to first conclusion bias was Charles Darwin.  He trained himself, early, to intensively consider any evidence tending to disconfirm any hypothesis of his, more so if he thought his hypothesis was a particularly good one.  The opposite of what Darwin did is now called confirmation bias, a term of opprobrium.  Darwin’s practice came from his acute recognition of man’s natural cognitive faults arising from Inconsistency-Avoidance Tendency.  He provides a great example of psychological insight correctly used to advance some of the finest mental work ever done. 

 

(6)  Curiosity Tendency

There is a lot of innate curiosity in mammals, but its nonhuman version is highest among apes and monkeys.  Man’s curiosity, in turn, is much stronger than that of his simian relatives.  In advanced human civilization, culture greatly increases the effectiveness of curiosity in advancing knowledge…  Curiosity, enhanced by the best of modern education… much helps man to prevent or reduce bad consequences arising from other psychological tendencies.  The curious are also provided with much fun and wisdom long after formal education has ended.

Munger has long maintained that you should be a learning machine:

I constantly see people rise in life who are not the smartest, sometimes not even the most diligent, but they are learning machines.  They go to bed every night a little wiser than they were when they got up and boy does that help, particularly when you have a long run ahead of you.

 

(7)  Kantian Fairness Tendency

Kant’s ‘categorical imperative’ – a sort of ‘golden rule’ – “that required all humans to follow those behavior patterns that, if followed by all others, would make the surrounding human system work best for everybody.  And it is not too much to say that modern acculturated man displays, and expects from others, a lot of fairness as thus defined by Kant.”  (page 12)

Munger gives an example:

In a small community having a one-way bridge or tunnel for autos, it is the norm in the United States to see a lot of reciprocal courtesy, despite the absence of signs or signals.

 

(8)  Envy/Jealousy Tendency

Envy/jealousy is extreme in myth, religion, and literature wherein, in account after account, it triggers hatred and injury…

And envy/jealousy is also extreme in modern life… 

Munger has pointed out that envy is particularly stupid because there’s no upside.  Buffett has agreed with Munger on this, adding:

Gluttony is a lot of fun.  Lust has its place, too, but we won’t get into that.

Buffett:

It is not greed that drives the world, but envy.

 

(9)  Reciprocation Tendency

Munger:

The automatic tendency of humans to reciprocate both favors and disfavors has long been noticed as it is in apes, monkeys, dogs, and many less cognitively gifted animals.  The tendency facilitates group cooperation for the benefit of members.

Unfortunately, hostility can get extreme.  But we have the ability to train ourselves.  Munger:

The standard antidote to one’s overactive hostility is to train oneself to defer reaction.  As my smart friend Tom Murphy so frequently says, ‘You can always tell the man off tomorrow, if it is such a good idea.’  (page 13)

Munger then notes that the tendency to reciprocate favor for favor is also very intense.  He mentions strange pauses in fighting during wars, caused by some minor courtesy or favor by one side which was then reciprocated by the other side.  Furthermore:

It is obvious that commercial trade, a fundamental cause of modern prosperity, is enormously facilitated by man’s innate tendency to reciprocate favors.  In trade, enlightened self-interest joining with Reciprocation Tendency results in constructive conduct.

Reciprocation Tendency operates largely subconsciously, like the other tendencies.

Munger mentions an experiment conducted by the psychology professor Robert Cialdini:

…Cialdini caused his ‘compliance practitioners’ to wander around his campus and ask strangers to supervise a bunch of juvenile delinquents on a trip to a zoo… one person in six out of a large sample actually agreed to do this… His practitioners next wandered around the campus asking strangers to devote a big chunk of time every week for two years to the supervision of juvenile delinquents.  This ridiculous request got him a one hundred percent rejection rate.  But the practitioner had a follow-up question:  ‘Will you at least spend one afternoon taking juvenile delinquents to a zoo?’  This raised Cialdini’s former acceptance rate of 1/6 to 1/2 – a tripling.

What Cialdini’s ‘compliance practitioners’ had done was make a small concession, which was reciprocated by a small concession from the other side.

Munger gives an important example from the real world:

The importance and power of reciprocate-favor tendency was also demonstrated in Cialdini’s explanation of the foolish decision of the attorney general of the United States to authorize the Watergate burglary.  There, an aggressive subordinate made some extreme proposal for advancing Republican interests… When this ridiculous request was rejected, the subordinate backed off, in gracious concession, to merely asking for consent to a burglary, and the attorney general went along.  Cialdini believes that subconscious Reciprocation Tendency thus became one important cause of the resignation of a United States president in the Watergate debacle, and so do I.  Reciprocation Tendency subtlely causes many extreme and dangerous consequences, not just on rare occasions but pretty much all the time.  (page 14)

But, while the Reciprocation Tendency is often dangerous, on the whole it causes more good than bad, says Munger:

Overall, both inside and outside religions, it seems clear to me that Reciprocation Tendency’s constructive contributions to man far outweigh its destructive effects.  In cases of psychological tendencies being used to counter or prevent bad results from one or more other psychological tendencies – for instance, in the case of interventions to end chemical dependency – you will usually find Reciprocation Tendency performing strongly on the constructive side.

And the very best part of human life probably lies in relationships of affection wherein parties are more interested in pleasing than being pleased – a not uncommon outcome in display of reciprocate-favor tendency.

Guilt is also rooted in evolution.  But Munger views it as a positive, on the whole:

…To the extent the feeling of guilt has an evolutionary base, I believe the most plausible cause is the mental conflict triggered in one direction by reciprocate-favor tendency and in the opposite direction by reward superresponse tendency pushing one to enjoy one hundred percent of some good thing.  Of course, human culture has often greatly boosted the genetic tendency to suffer from feeling of guilt.  Most especially, religious culture has imposed hard-to-follow ethical and devotional demands on people…  And if you, like me… believe that, averaged out, feelings of guilt do more good than harm, you may join in my special gratitude for reciprocate-favor tendency, no matter how unpleasant you find feelings of guilt.

 

(10)  Influence-from-Mere-Association Tendency

Munger observes that advertisers know the power of mere association.  For instance, Coca-Cola advertisements strive to associate Coke with happiness.

However, our minds can be misled by random association, as Munger explains:

Some of the most important miscalculations come from what is accidentally associated with one’s past success, or one’s liking and loving, or one’s disliking and hating, which includes a natural hatred for bad news.  (page 15)

Munger continues:

To avoid being misled by the mere association of some fact with past success, use this memory clue.  Think of Napoleon and Hitler when they invaded Russia after using their armies with much success elsewhere.  And there are plenty of mundane examples of results like those of Napoleon and Hitler.  For instance, a man foolishly gambles in a casino and yet wins.  This unlikely correlation causes him to try the casino again, or again and again, to his horrid detriment.  Or a man gets lucky in an odds-against venture headed by an untalented friend.  So influenced, he tries again what worked before – with terrible results.

Munger advises:

The proper antidotes to being made such a patsy by past success are (1) to carefully examine each past success, looking for accidental, non-causative factors associated with such success that will tend to mislead as one appraises odds implicit in a proposed new undertaking and (2) to look for dangerous aspects of the new undertaking that were not present when past success occurred.

Hating and disliking also cause miscalculation triggered by mere association.  In business, I commonly see people underappraise both the competency and the morals of competitors they dislike.  This is a dangerous practice, usually disguised because it occurs on a subconscious basis. 

Munger later comments on “Persian Messenger Syndrome”:

…Persian Messenger Syndrome is alive and well in modern life, albeit in less lethal versions.  It is actually dangerous in many careers to be a carrier of unwelcome news.  Union negotiators and employer representatives often know this, and it leads to many tragedies in labor relations.  Sometimes lawyers, knowing their clients will hate them if they recommend an unwelcome but wise settlement, will carry on to disaster…

CBS, in its late heyday, was famous for occurrence of Persian Messenger Syndrome because Chairman Paley was hostile to people who brought him bad news.  The result was that Paley lived in a cocoon of unreality, from which he made one bad deal after another, even exchanging a large share of CBS for a company that had to be liquidated shortly thereafter.

 

(11)  Simple, Pain-Avoiding Psychological Denial

Munger says:

This phenomenon first hit me hard in World War II when the superathlete, superstudent son of a family friend flew off over the Atlantic Ocean and never came back.  His mother, who was a very sane woman, then refused to believe he was dead.  That’s Simple, Pain-Avoiding Psychological Denial.  The reality is too painful to bear, so one distorts the facts until they become bearable.  We all do that to some extent, often causing terrible problems.  The tendency’s most extreme outcomes are usually mixed up with love, death, and chemical dependency.

 

(12)  Excessive Self-Regard Tendency

Excessive self-regard is one of the more obvious tendencies.

We all commonly observe the excessive self-regard of man.  He mostly misappraises himself on the high side, like the ninety percent of Swedish drivers that judge themselves to be above average.  Such misappraisals also apply to a person’s major ‘possessions.’  One spouse usually overappraises the other spouse.  And a man’s children are likewise appraised to be higher by him than they are likely to be in a more objective view.  Even man’s minor possessions tend to be overappraised.  Once owned, they suddenly become worth more to him than he would pay if they were offered for sale to him and he didn’t already own them.  There is a name in psychology for this overappraise-your-own-possessions phenomenon: the ‘endowment effect.’  And all man’s decisions are suddenly regarded by him as better than would have been the case just before he made them.

Man’s excess of self-regard typically makes him strongly prefer people like himself…  (page 16)

Munger continues:

Some of the worse consequences in modern life come when dysfunctional groups of cliquish persons, dominated by Excessive Self-Regard Tendency, select as new members of their organizations persons who are very much like themselves…

Well, naturally, all forms of excess of self-regard cause much error.  How could it be otherwise?

Moreover, says Munger:

Intensify man’s love of his own conclusions by adding the possessory wallop from the ‘endowment effect,’ and you will find that a man who has already bought a pork-belly future on a commodity exchange now foolishly believes, even more strongly than before, in the merits of his speculative bet.

And foolish sports betting, by people who love sports and think they know a lot about relative merits of teams, is a lot more addictive than race track betting – partly because of man’s automatic overappraisal of his own complicated conclusions.

Also extremely counterproductive is man’s tendency to be, time after time, in games of skill, like golf or poker, against people who are obviously much better players.  Excessive Self-Regard Tendency diminishes the foolish bettor’s accuracy in appraising his relative degree of talent.

Munger then adds:

More counterproductive yet are man’s appraisals, typically excessive, of the quality of the future service he is to provide to his business.  His overappraisal of these prospective contributions will frequently cause disaster.

There is a famous passage somewhere in Tolstoy that illuminates the power of Excessive Self-Regard Tendency.  According to Tolstoy, the worst criminals don’t appraise themselves as all that bad.  They come to believe either (1) that they didn’t commit their crimes or (2) that, considering the pressures and disadvantages of their lives, it is understandable and forgivable that they behaved as they did and become what they became.  (pg. 17)

Munger comments:

The second half of the ‘Tolstoy effect’, where the man makes excuses for his fixable poor performance, instead of providing the fix, is enormously important.  Because a majority of mankind will try to get along by making way too many unreasonable excuses for fixable poor performance, it is very important to have personal and institutional antidotes limiting the ravages of such folly.  On the personal level a man should try to face the two simple facts:

  • fixable but unfixed bad performance is bad character and tends to create more of itself, causing more damage to the excuse giver with each tolerated instance, and
  • in demanding places, like athletic teams and General Electric, you are almost sure to be discarded in due course if you keep giving excuses instead of behaving as you should.

The best antidote to folly from an excess of self-regard is to force yourself to be more objective when you are thinking about yourself, your family and friends, your property, and the value of your past and future activity.  This isn’t easy to do well and won’t work perfectly, but it will work much better than simply letting psychological nature take its normal course.

Most of the time, excessive self-regard harms our ability to make a good decision.  If you have an important decision, you have to learn to slow yourself down and be humble.  Munger:

You’re less pleasing than you think you are.  You know less than you think you do.

It’s easy for us to see the shortcomings in others, but it’s much harder for us to see our own flaws clearly.  It’s good to be able to laugh at yourself.

 

(13)  Overoptimism Tendency

Demosthenes:

Nothing is easier than self-deceit.  For what a man wishes, that also he believes to be true.

Munger suggests:

One standard antidote to foolish optimism is trained, habitual use of the simple probability math of Fermat and Pascal, taught in my youth to high school sophomores.  The mental rules of thumb that evolution gives you are not adequate.  They resemble the dysfunctional golf grip you would have if you relied on a grip driven by evolution instead of golf lessons.  (page 18)

 

(14)  Deprival-Superreaction Tendency

Munger states:

The quantity of man’s pleasure from a ten dollar gain does not exactly match the quantity of his displeasure from a ten dollar loss.  That is, the loss seems to hurt much more than the gain seems to help.  Moreover, if a man almost gets something he greatly wants and has it jerked away from him at the last moment, he will react much as if he had long owned the reward and had it jerked away.  I include the natural human reactions to both kinds of loss experience – the loss of the possessed reward and the loss of the almost possessed reward – under one description, Deprival Superreaction Tendency.

In displaying Deprival Superreaction Tendency, man frequently incurs disadvantage by misframing his problems.  He will often compare what is near instead of what truly matters.  For instance, a man with $10 million in his brokerage account will often be extremely irritated by the loss of $100 out of the $300 in his wallet.

Munger observes:

…A man ordinarily reacts with irrational intensity to even a small loss, or threatened loss, of property, love, friendship, dominated territory, opportunity, status, or any other valued thing.  As a natural result, bureaucratic infighting over the threatened loss of dominated territory often causes immense damage to an institution as a whole.  This factor among others, accounts for much of the wisdom of Jack Welch’s long fight against bureaucratic ills at General Electric.  Few business leaders have ever conducted wiser campaigns.

Deprival-Superreaction Tendency often protects ideological or religious views by triggering dislike and hatred directed toward vocal nonbelievers.  This happens, in part, because the ideas of the nonbelievers, if they spread, will diminish the influence of views that are now supported by a comfortable environment including a strong belief-maintenance system.  University liberal arts departments, law schools, and business organizations all display plenty of such ideology-based groupthink that rejects almost all conflicting inputs…

It is almost everywhere the case that extremes of ideology are maintained with great intensity and with great antipathy to non-believers, causing extremes of cognitive dysfunction.  This happens, I believe, because two psychological tendencies are usually acting concurrently toward this same sad result: (1) Inconsistency-Avoidance Tendency, plus (2) Deprival-Superreaction Tendency.

One antidote to intense, deliberate maintenance of groupthink is an extreme culture of courtesy, kept in place despite ideological differences, like the behavior of the justices now serving on the U.S. Supreme Court.  Another antidote is to deliberately bring in able and articulate disbelievers of incumbent groupthink….

Even a one-degree loss from a 180-degree view will sometime create enough Deprival-Superreaction Tendency to turn a neighbor into an enemy, as I once observed when I bought a house from one of two neighbors locked into hatred by a tiny tree newly installed by one of them.

Moreoever, says Munger:

Deprival-Superreaction Tendency and Inconsistency-Avoidance Tendency often join to cause one form of business failure.  In this form of ruin, a man gradually uses up all his good assets in a fruitless attempt to rescue a big venture going bad.  One of the best antidotes to this folly is good poker skill learned young.  The teaching value of poker demonstrates that not all effective teaching occurs on a standard academic path.

Deprival-Superreaction Tendency is also a huge contributor to ruin from compulsion to gamble.  First, it causes the gambler to have a passion to get even once he has suffered loss, and the passion grows with each loss.  Second, the most addictive forms of gambling provide a lot of near misses and each one triggers Deprival-Superreaction Tendency.  Some slot machine creators are vicious in exploiting this weakness of man.  Electronic machines enable these creators to produce a lot of meaningless bar-bar-lemon results that greatly increase play by fools who think they have very nearly won large rewards.  (page 19)

 

(15)  Social-Proof Tendency

Munger notes:

The otherwise complex behavior of man is much simplified when he automatically thinks and does what he observes to be thought and done around him.  And such followership often works fine…

Psychology professors love Social-Proof Tendency because in their experiments it causes ridiculous results.  For instance, if a professor arranges for some stranger to enter an elevator wherein ten ‘compliance practitioners’ are all standing so that they face the rear of the elevator, the stranger will often turn around and do the same.

Of course, like the other tendencies, Social-Proof has an evolutionary basis.  If the crowd was running in one direction, typically your best response was to follow.

But, in today’s world, simply copying others often doesn’t make sense.  Munger:

And in the highest reaches of business, it is not at all uncommon to find leaders who display followership akin to that of teenagers.  If one oil company foolishly buys a mine, other oil companies often quickly join in buying mines.  So also if the purchased company makes fertilizer.  Both of these oil company buying fads actually bloomed, with bad results.

Of course, it is difficult to identify and correctly weigh all the possible ways to deploy the cash flow of an oil company.  So oil company executives, like everyone else, have made many bad decisions that were triggered by discomfort from doubt.  Going along with social proof provided by the action of other oil companies ends this discomfort in a natural way.  (page 20)

Munger remarks:

When will Social-Proof Tendency be most easily triggered?  Here the answer is clear from many experiments:  Triggering most readily occurs in the presence of puzzlement or stress, and particularly when both exist. 

Because stress intensifies Social-Proof Tendency, disreputable sales organizations, engaged, for instance, in such action as selling swampland to schoolteachers, manipulate targets into situations combining isolation and stress.  The isolation strengthens the social proof provided by both the knaves and the people who buy first, and the stress, often increased by fatigue, augments the targets’ susceptibility to the social proof.  And, of course, the techniques of our worst ‘religious’ cults imitate those of the knavish salesmen.  One cult even used rattlesnakes to heighten the stress felt by conversion targets.

Munger points out that Social-Proof can sometimes be constructive:

Because both bad and good behavior are made contagious by Social-Proof Tendency, it is highly important that human societies (1) stop any bad behavior before it spreads and (2) foster and display all good behavior.

Often people find it difficult to resist the social contagion of bad behavior.  Munger:

…And, therefore, we get “Serpico Syndrome,” named to commemorate the state of a near-totally corrupt New York police division joined by Frank Serpico.  He was then nearly murdered by gunfire because of his resistance to going along with the corruption in the division.  Such corruption was being driven by social proof plus incentives, the combination that creates Serpico Syndrome.  The Serpico story should be taught more than it now is because the didactic power of its horror is aimed at a very important evil, driven substantially by a very important force:  social proof.

Munger gives another example:

In social proof, it is not only action by others that misleads but also their inaction.  In the presence of doubt, inaction by others becomes social proof that inaction is the right course.  Thus, the inaction of a great many bystanders led to the death of Kitty Genovese in a famous incident much discussed in introductory psychology courses.

In the ambit of social proof, the outside directors on a corporate board usually display the near ultimate form of inaction.  They fail to object to anything much short of an axe murder until some public embarrassment of the board finally causes their intervention…

Typically there are many psychological tendencies operating at the same time – such as Liking/Loving, Disliking/Hating, Doubt-Avoidance, Inconsistency-Avoidance, and Social-Proof.  Unchecked, a confluence of such tendencies can lead to extreme situations.  Munger gives an example:

…By now the resources spent by Jews, Arabs, and all others over a small amount of disputed land if divided arbitrarily among land claimants, would have made every one better off, even before taking into account any benefit from reduced threat of war, possibly nuclear.  (pg. 21)

 

(16)  Contrast-Misreaction Tendency

Munger asserts:

Because the nervous system of man does not naturally measure in absolute scientific units, it must rely instead on something simpler.  The eyes have a solution that limits their programming needs: the contrast in what is seen is registered.  And as in sight, so does it go, largely, in the other senses.  Moreover, as perception goes, so goes cognition.  The result is man’s Contrast-Misreaction Tendency.  Few psychological tendencies do more damage to correct thinking.  Small-scale damages involve instances such as man’s buying an overpriced $1,000 leather dashboard merely because the price is so low compared to this concurrent purchase of a $65,000 car.  Large-scale damages often ruin lives, as when a wonderful woman having terrible parents marries a man who would be judged satisfactory only in comparison to her parents.  Or as when a man takes wife number two who would be appraised all right only in comparison to wife number one.

A particularly reprehensible form of sales practice occurs in the offices of some real estate brokers.  A buyer from out of the city, perhaps needing to shift his family there, visits the office with little time available.  The salesman deliberately shows the customer three awful houses at ridiculously high prices.  Then he shows him a merely bad house at a price only moderately too high.  And, boom, the broker often makes an easy sale.

Munger continues:

Contrast-Misreaction Tendency is routinely used to cause disadvantage for customers buying merchandise and services.  To make an ordinary price seem low, the vendor will very frequently create a highly artificial price that is much higher than the price always sought, then advertise his standard price as a big reduction from his phony price.  Even when people know that this sort of customer manipulation is being attempted, it will often work to trigger buying… [It demonstrates that] being aware of psychological ploys is not a perfect defense.  When a man’s steps are consecutively taken toward disaster, with each step being very small, the brain’s Contrast-Misreaction Tendency will often let the man go too far toward disaster to be able to avoid it.  This happens because each step presents so small a contrast from his present position.

 

(17)  Stress-Influence Tendency

Munger reflects:

Everyone recognizes that sudden stress, for instance from a threat, will cause a rush of adrenaline in the human body, prompting faster and more extreme reaction.  And everyone who has taken Psych 101 knows that stress makes Social-Proof Tendency more powerful.

 

(18)  Availability-Misweighing Tendency

Munger observes:

Man’s imperfect, limited-capacity brain easily drifts into working with what’s easily available to it.  And the brain can’t use what it can’t remember or what it is blocked from recognizing because it is heavily influenced by one or more psychological tendencies bearing strongly on it, as the fellow is influenced by the nearby girl in the song.  And so the mind overweighs what is easily available and thus displays Availability-Misweighing Tendency.

Munger mentions antidotes:

The main antidote to miscues from Availability-Misweighing Tendency often involve procedures, including use of checklists, which are almost always helpful. 

Another antidote is to behave somewhat like Darwin did when he emphasized disconfirming evidence.  What should be done is to especially emphasize factors that don’t produce reams of easily available numbers, instead of drifting mostly or entirely into considering factors that do produce such numbers.  Still another antidote is to find and hire some skeptical, articulate people with far-reaching minds to act as advocates for notions that are opposite to the incumbent notions.

If some event is vivid or recent, it will generally be more available.  Munger:

One consequence of this tendency is that extra-vivid evidence, being so memorable and thus more available in cognition, should often consciously be underweighed while less vivid evidence should be overweighed.

Munger offers a suggestion:

The great algorithm to remember in dealing with this tendency is simple:  An idea or a fact is not worth more merely because it is easily available to you.

 

(19)  Use-It-or-Lose-It Tendency

Munger discusses the importance of practice:

All skills attenuate with disuse… The right antidote to such a loss is to make use of the functional equivalent of the aircraft simulator employed in pilot training.  This allows a pilot to continuously practice all of the rarely used skills that he can’t afford to lose.

Throughout his life, a wise man engages in practice of all his useful, rarely used skills, many of them outside his discipline, as a sort of duty to his better self.  If he reduces the number of skills he practices and, therefore, the number of skills he retains, he will naturally drift into error from man with a hammer tendency.  His learning capacity will also shrink as he creates gaps in the latticework of theory he needs as a framework for understanding new experience.  It is also essential for a thinking man to assemble his skills into a checklist that he routinely uses.  Any other mode of operation will cause him to miss much that is important.  (page 23)

If the skill in question is important enough, gaining fluency is wise, says Munger:

The hard rule of Use-It-or-Lose-It Tendency tempers its harshness for the diligent.  If a skill is raised to fluency, rather than merely being crammed in briefly to enable one to pass some test, then the skill (1) will be lost more slowly and (2) will come back faster when refreshed with new learning.  These are not minor advantages, and a wise man engaged in learning some important skill will not stop until he is really fluent in it.

 

(20)  Drug-Misinfluence Tendency

“This tendency’s destructive power is so widely known to be intense, with frequent tragic consequences for cognition and the outcome of life, that it needs no discussion here to supplement that previously given under ‘Simple, Pain-Avoiding Psychological Denial’.”

 

(21)  Senescence-Misinfluence Tendency

All of us naturally decay over time.  Munger points out:

But some people remain pretty good in maintaining intensely practiced old skills until late in life, as one can notice in many a bridge tournament. 

Loving to learn can help:

Continuous thinking and learning, done with joy, can somewhat help delay what is inevitable.

 

(22)  Authority-Misinfluence Tendency

A disturbingly significant portion of copilots will not correct obvious errors made by the pilot during simulation exercises.  There are also real world examples of copilots crashing planes because they followed the pilot mindlessly.  Munger states:

…Such cases are also given attention in the simulator training of copilots who have to learn to ignore certain really foolish orders from boss pilots because boss pilots will sometimes err disastrously.  Even after going through such a training regime, however, copilots in simulator exercises will too often allow the simulated plane to crash because of some extreme and perfectly obvious simulated error of the chief pilot.

Psychologist Stanley Milgram wanted to understand why so many seemingly normal and decent people engaged in horrific, unspeakable acts during World War II.  Munger:

After Corporal Hitler had risen to dominate Germany, leading a bunch of believing Lutherans and Catholics into orgies of genocide and other mass destruction, one clever psychology professor, Stanley Milgram, decided to do an experiment to determine exactly how far authority figures could lead ordinary people into gross misbehavior.  In this experiment, a man posing as an authority figure, namely a professor governing a respectable experiment, was able to trick a great many ordinary people into giving what they had every reason to believe were massive electric shocks that inflicted heavy torture on innocent fellow citizens.  This experiment did demonstrate a terrible result contributed to by Authority-Misinfluence Tendency, but it also demonstrated extreme ignorance in the psychology professoriate right after World War II.

Almost any intelligent person with my checklist of psychological tendencies in his hand would, by simply going down the checklist, have seen that Milgram’s experiment involved about six powerful psychological tendencies acting in confluence to bring about his extreme experimental result.  For instance, the person pushing Milgram’s shock lever was given much social proof from presence of inactive bystanders whose silence communicated that his behavior was okay…

 

(23)  Twaddle Tendency

Munger mentions:

Man, as a social animal who has the gift of language, is born to prattle and to pour out twaddle that does much damage when serious work is being attempted.  Some people produce copious amounts of twaddle and others very little.  (page 24)

 

(24)  Reason-Respecting Tendency

People naturally love thinking, reasoning, and learning:

There is in man, particularly one in an advanced culture, a natural love of accurate cognition and a joy in its exercise.  This accounts for the widespread popularity of crossword puzzles, other puzzles, and bridge and chess columns, as well as all games requiring mental skill.

Always trying to understand WHY things happen is a central part of the learning process, says Munger:

In general, learning is most easily assimilated and used when, life long, people consistently hang their experience, actual and vicarious, on a latticework of theory answering the question: Why?  Indeed, the question ‘Why?’ is a sort of Rosetta stone opening up the major potentiality of mental life.

But often we don’t notice when meaningless or incorrect reasons are given:

Unfortunately, Reason-Respecting Tendency is so strong that even a person’s giving of meaningless or incorrect reasons will increase compliance with his orders and requests.  This has been demonstrated in psychology experiments wherein ‘compliance practitioners’ successfully jump to the head of the lines in front of copying machines by explaining their reason: ‘I have to make some copies.’  This sort of unfortunate byproduct of Reason-Respecting Tendency is a conditioned reflex, based on a widespread appreciation of the importance of reasons.  And, naturally, the practice of laying out various claptrap reasons is much used by commercial and cult ‘compliance practitioners’ to help them get what they don’t deserve.

 

Can you supply a real world model, instead of a Milgram-type controlled psychology experiment, that uses your system to illustrate multiple psychological tendencies interacting in a plausibly diagnosable way?

The answer is yes.  One of my favorite cases involves the McDonnell Douglas airliner evacuation test.  Before a new airliner can be sold, the government requires that it pass an evacuation test, during which a full load of passengers must get out in some short period of time.  The government directs that the test be realistic.  So you can’t pass by evacuating only twenty-year-old athletes.  So McDonnell Douglas scheduled such a test in a darkened hangar using a lot of old people as evacuees.  The passenger cabin was, say, twenty feet above the concrete floor of the hangar and was to be evacuated through moderately flimsy rubber chutes.  The first test was made in the morning.  There were about twenty very serious injuries, and the evacuation took so long it flunked the time test.  So what did McDonnell Douglas next do?  It repeated the test in the afternoon, and this time there was another failure, with about twenty more serious injuries, including one case of permanent paralysis.

What psychological tendencies contributed to this terrible result?  Well, using my tendency list as a checklist, I come up with the following explanation.  Reward-Superresponse Tendency drove McDonnell Douglas to act fast.  It couldn’t sell its airliner until it passed the test.  Also pushing the company was Doubt-Avoidance Tendency with its natural drive to arrive at a decision and run with it.  Then the government’s direction that the test be realistic drove Authority-Misinfluence Tendency into the mischief of causing McDonnell Douglas to overreact by using what was obviously too dangerous a test method.  By now the course of action had been decided, so Inconsistency Avoidance Tendency helped preserve the near idiotic plan.  When all the old people got to the dark hangar, with its high airline cabin and concrete floor, the situation must have made McDonnell Douglas employees very queasy, but they saw other employees and supervisors not objecting.  Social Proof Tendency, therefore, swamped the queasiness.  And this allowed continued action as planned, a continuation that was aided by more Authority-Misinfluence Tendency.  Then came the disaster of the morning test with its failure, plus serious injuries.  McDonnell Douglas ignored the strong disconfirming evidence from the failure of the first test because confirmation bias, aided by the triggering of strong Deprival Superreaction Tendency favored maintaining the original plan.  McDonnell Douglas’ Deprival Superreaction Tendency was now like that which causes a gambler, bent on getting even after a huge loss, to make his final big bet.  After all, McDonnell Douglas was going to lose a lot if it didn’t pass its test as scheduled.  More psychology-based explanation can probably be made, but the foregoing discussion is complete enough to demonstrate the utility of my system when used in checklist mode.  (page 26)

 

In the practical world, what good is the thought system laid out in this list of tendencies?  Isn’t practical benefit prevented because these psychological tendencies are so thoroughly programmed into the human mind by broad evolution [the combination of genetic and cultural evolution] that we can’t get rid of them?

Well, the answer is that the tendencies are probably more good than bad.  Otherwise, they wouldn’t be there, working pretty well for man, given his condition and his limited brain capacity.  So the tendencies can’t be simply washed out automatically, and they shouldn’t be.  Nevertheless, the psychological thought system described, when properly understood and used, enables the spread of wisdom and good conduct and facilitates the avoidance of disaster.  Tendency is not always destiny, and knowing the tendencies and their antidotes can often help prevent trouble that would otherwise occur.

 

Here is a short list of examples reminding us of the great utility of elementary psychological knowledge.

  • Carl Braun’s communication practices.
  • The use of simulators in pilot training.
  • The system of Alcoholics Anonymous.
  • Clinical training methods in medical schools.
  • The rules of the U.S. Constitutional Convention:  totally secret meetings, no recorded vote by name until the final vote, votes reversible at any time before the end of the convention, then just one vote on the whole Constitution.  These are very clever psychology-respecting rules.  If the founders had used a different procedure, many people would have been pushed by various psychological tendencies into inconsistent, hardened positions.  The elite founders got our Constitution through by a whisker only because they were psychologically acute.
  • The use of Granny’s incentive-driven rule to manipulate oneself toward better performance of one’s duties.
  • The Harvard Business School’s emphasis on decision trees.  When I was young and foolish I used to laugh at the Harvard Business School.  I said, ‘They’re teaching twenty-eight year-old people that high school algebra works in real life?’  But later, I wised up and realized that it was very important that they do that to counter some bad effects from psychological tendencies.  Better late than never.
  • The use of autopsy equivalents at Johnson & Johnson.  At most corporations, if you make an acquisition and it turns out to be a disaster, all the people, paperwork, and presentations that caused the foolish acquisition are quickly forgotten.  Nobody wants to be associated with the poor outcome by mentioning it.  But at Johnson & Johnson, the rules make everybody revisit old acquisitions, comparing predictions with outcomes.  That is a very smart thing to do.
  • The great example of Charles Darwin as he avoided confirmation bias, which has morphed into the extreme anti-confirmation-bias method of the “double blind” studies wisely required in drug research by the FDA.
  • The Warren Buffett rule for open-outcry auctions:  Don’t go.

 

Aren’t there factual and reasoning errors in this talk?

The answer is yes, almost surely yes.  The final revision was made from memory over about fifty hours by a man eighty-one years old, who never took a course in psychology and has read none of it, except one book on developmental psychology, for nearly fifteen years.  Even so.  I think the totality of my talk will stand up very well, and I hope all my descendants and friends will carefully consider what I have said.  I even hope that more psychology professors will join me in:

  • making heavy use of inversion;
  • driving for a complete description of the psychological system so that it works better as a checklist;  and
  • especially emphasizing effects from combinations of psychological tendencies.

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

Compound Interest Will Change Your Life

(Image:  Zen Buddha Silence by Marilyn Barbone.)

September 12, 2021

Albert Einstein is reputed to have said:

Compound interest is the eighth wonder of the world.  He who understands it, earns it; he who doesn’t, pays it.

If you invest today and stay invested, there are two factors that determine how much that investment will be worth in the future:

    • The length of time over which you invest.
    • The average annual rate of return on your investment.

The earlier you start investing, the more time you have to let the magic of compounding work for you.

Also, the higher the average annual rate of return you can get on your investment, the greater the sum you will have later.

 

WHAT IS COMPOUND INTEREST?

If you earn interest on an investment and then reinvest that interest; and if you then earn interest on the new balance (the original principal plus the reinvested interest); and if you then reinvest that interest, etc., that is compound interest.

For example, say you invest $1,000 and say you can earn 4% a year consistently for thirty years.

First, let’s say that you DO NOT reinvest interest.

    • That means each year you will get $40 in interest on your principal of $1,000.
    • At the end of thirty years, you will have gotten $40 in interest thirty times for a total of $1,200 in interest.
    • Your principal plus interest after thirty years will be $2,200.

Now, let’s say you DO reinvest interest.

    • At the end of the first year, you’ll get $40 in interest.  Your principal plus interest will be $1,040.
    • Since you reinvest the $40, then in the second year, instead of getting 4% interest on $1,000, you’ll get 4% interest on $1,040.  So instead of getting another $40 in interest (4% of $1,000), you’ll get $41.60 in interest (4% of $1,040).
    • At the end of the second year, instead of $1,080 ($1,o00 in principal plus $80 in interest), you’ll have $1,081.60 ($1,o00 in principal plus $81.60 in interest).
    • Since you reinvest the new $41.60, then in the third year, instead of getting $40 in interest  (4% of $1,000), you’ll get $43.30 in interest (4% of $1,081.60).
    • At the end of the third year, instead of $1,120 ($1,000 in principal plus $120 in interest), you’ll have $1,124.90 ($1,000 in principal plus $124.90 in interest).
    • So it continues.
    • After thirty years of reinvesting the interest, instead of $1,200 in interest, you’ll have $2,243.40 in interest.  So instead of a total of $2,200 ($1,000 in principal plus $1,200 in interest), you’ll have $3,243.40 ($1,000 in principal plus $2,243.40 in interest).

 

THE LENGTH OF TIME OVER WHICH YOU INVEST

The earlier you start investing—that is, the longer the period of time over which you invest—the greater the sum you will end up with.

Consider this example:

    • If you invest $50,000 at 10% a year for twenty years, you will end up with about $336,000.
    • If you invest $50,000 at 10% a year for thirty years, you will end up with about $872,000.

 

THE AVERAGE ANNUAL RATE OF RETURN

The higher the average annual rate of return you get, the greater the sum you will end up with.

Consider this example:

    • If you invest $50,000 at 10% a year for thirty years, we already saw that you will end up with about $872,000.
    • If you invest $50,000 at 20% a year for thirty years, you will end up with about $11,869,000.

$11.87 million vs. $872,000: This is a stunning difference.

 

WHERE CAN  YOU GET 20% A YEAR?

If you invest in an S&P 500 index fund, then over the very long term, you can get approximately 9-10% a year.   That is solid.

If you invest systematically in undervalued microcap stocks with improving fundamentals, then you can get approximately 18-20% a year.  This is much better, especially if you invest over a long period of time.  See: http://boolefund.com/how-to-get-rich/

 

OUR PERFORMANCE SO FAR

  Boole Microcap Fund Russell Microcap Index S&P 500 Index
2021 net return (thru 09/15/21) 38.2% 22.2% 21.1%
2020 net return from inception (06/09/21) 21.1% 31.7% 16.3%
Compounded annual return (net) 29.4% 26.9% 18.7%
Overall gain (net) 67.4% 60.9% 40.8%

Please contact me if you would like to learn more.

    • My email: jb@boolefund.com.
    • My cell: 206.518.2519

I highly recommend reading this short post: http://boolefund.com/how-to-get-rich/

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

Cognitive Biases

(Image:  Zen Buddha Silence by Marilyn Barbone.)

September 5, 2021

In the great book Thinking, Fast and Slow (2011), Daniel Kahneman explains in detail two different ways of thinking that human beings use.  Kahneman refers to them as System 1 and System 2, which he defines as follows:

System 1:   Operates automatically and quickly, with little or no effort or sense of voluntary control.  Makes instinctual or intuitive decisions – typically based on heuristics.

System 2:   Allocates attention to the effortful mental activities that demand it, including complex computations involving logic, math, or statistics.  The operations of System 2 are often associated with the subjective experience of agency, choice, and concentration.

Heuristics are simple rules we use – via System 1 – to form judgments or make decisions.  Heuristics are mental shortcuts whereby we simplify a complex situation in order to jump to a quick conclusion.

Most of the time, heuristics work well.  We can immediately notice a shadow in the grass, alerting us to the possible presence of a lion.  And we can automatically read people’s faces, drive a car on an empty road, do easy math, or understand simple language.  (For more on System 1, see the last section of this blog post.)

However, if we face a situation that requires the use of logic, math, or statistics to reach a good judgment or decision, heuristics lead to systematic errors.  These errors are cognitive biases.

Let’s examine some of the main cognitive biases:

  • anchoring effect
  • availability bias, vividness bias, recency bias
  • confirmation bias
  • hindsight bias
  • overconfidence
  • narrative fallacy
  • information and overconfidence
  • self-attribution bias

 

ANCHORING EFFECT

anchoring effect:   people tend to use any random number as a baseline for estimating an unknown quantity, despite the fact that the unknown quantity is totally unrelated to the random number.

Daniel Kahneman and Amos Tversky did one experiment where they spun a wheel of fortune, but they had secretly programmed the wheel so that it would stop on 10 or 65.   After the wheel stopped, participants were asked to estimate the percentage of African countries in the UN.   Participants who saw “10” on the wheel guessed 25% on average, while participants who saw “65” on the wheel guessed 45% on average, a huge difference.

Behavioral finance expert James Montier has run his own experiment on anchoring.   People are asked to write down the last four digits of their phone number.   Then they are asked whether the number of doctors in their capital city is higher or lower than the last four digits of their phone number.   Results:  Those whose last four digits were greater than 7000 on average report 6762 doctors, while those with telephone numbers below 2000 arrived at an average 2270 doctors.  (James Montier, Behavioural Investing, Wiley 2007, page 120)

Those are just two experiments out of many.  The anchoring effect is “one of the most reliable and robust results of experimental psychology” (page 119, Kahneman).  Furthermore, Montier observes that the anchoring effect is one reason why people cling to financial forecasts, despite the fact that most financial forecasts are either wrong, useless, or impossible to time.

When faced with the unknown, people will grasp onto almost anything.  So it is little wonder that an investor will cling to forecasts, despite their uselessness.  (Montier, page 120)

 

AVAILABILITY BIAS, VIVIDNESS BIAS, RECENCY BIAS

availability bias:   people tend to overweight evidence that comes easily to mind.

Related to the availability bias are vividness bias and recency bias.  People typically overweight facts that are vivid (e.g., plane crashes or shark attacks).   People also overweight facts that are recent (partly because they are more vivid).

Note:  It’s also natural for people to assume that hard-won evidence or insight must be worth more.  But often that’s not true, either.

 

CONFIRMATION BIAS

confirmation bias:   people tend to search for, remember, and interpret information in a way that confirms their pre-existing beliefs or hypotheses.

Confirmation bias makes it quite difficult for many people to improve upon or supplant their existing beliefs or hypotheses.   This bias also tends to make people overconfident about existing beliefs or hypotheses, since all they can see are supporting data.

We know that our System 1 (intuition) often errors when it comes to forming and testing hypotheses. First of all, System 1 always forms a coherent story (including causality), irrespective of whether there are truly any logical connections at all among various things in experience.  Furthermore, when System 1 is facing a hypothesis, it automatically looks for confirming evidence.

But even System 2 – the logical and mathematical system that humans possess and can develop – by nature uses a positive test strategy:

A deliberate search for confirming evidence, known as positive test strategy, is also how System 2 tests a hypothesis.  Contrary to the rules of philosophers of science, who advise testing hypotheses by trying to refute them, people (and scientists, quite often) seek data that are likely to be compatible with the beliefs they currently hold.  (page 81, Kahneman)

Thus, the habit of always looking for disconfirming evidence of our hypotheses – especially our “best-loved hypotheses” – is arguably the most important intellectual habit we could develop in the never-ending search for wisdom and knowledge.

Charles Darwin is a wonderful model for people in this regard.  Darwin was far from being a genius in terms of IQ.  Yet Darwin trained himself always to search for facts and evidence that would contradict his hypotheses.  Charlie Munger explains in “The Psychology of Human Misjudgment” (see Poor Charlie’s Alamanack: The Wit and Wisdom of Charles T.  Munger, expanded 3rd edition):

One of the most successful users of an antidote to first conclusion bias was Charles Darwin.  He trained himself, early, to intensively consider any evidence tending to disconfirm any hypothesis of his, more so if he thought his hypothesis was a particularly good one… He provides a great example of psychological insight correctly used to advance some of the finest mental work ever done. 

 

HINDSIGHT BIAS

Hindsight bias:   the tendency, after an event has occurred, to see the event as having been predictable, despite there having been little or no objective basis for predicting the event prior to its occurrence.

Hindsight bias is also called the “knew-it-all-along effect” or “creeping determinism.”  (See: http://en.wikipedia.org/wiki/Hindsight_bias)

Kahneman writes about hindsight bias as follows:

Your inability to reconstruct past beliefs will inevitably cause you to underestimate the extent to which you were surprised by past events.   Baruch Fischhoff first demonstrated this ‘I-knew-it-all-along’ effect, or hindsight bias, when he was a student in Jerusalem.  Together with Ruth Beyth (another of our students), Fischhoff conducted a survey before President Richard Nixon visited China and Russia in 1972.   The respondents assigned probabilities to fifteen possible outcomes of Nixon’s diplomatic initiatives.   Would Mao Zedong agree to meet with Nixon?   Might the United States grant diplomatic recognition to China?   After decades of enmity, could the United States and the Soviet Union agree on anything significant?

After Nixon’s return from his travels, Fischhoff and Beyth asked the same people to recall the probability that they had originally assigned to each of the fifteen possible outcomes.  The results were clear.  If an event had actually occurred, people exaggerated the probability that they had assigned to it earlier.  If the possible event had not come to pass, the participants erroneously recalled that they had always considered it unlikely.   Further experiments showed that people were driven to overstate the accuracy not only of their original predictions but also of those made by others.   Similar results have been found for other events that gripped public attention, such as the O.J. Simpson murder trial and the impeachment of President Bill Clinton.   The tendency to revise the history of one’s beliefs in light of what actually happened produces a robust cognitive illusion.  (pages 202-3, my emphasis)

Concludes Kahneman:

The sense-making machinery of System 1 makes us see the world as more tidy, simple, predictable, and coherent that it really is.  The illusion that one has understood the past feeds the further illusion that one can predict and control the future.  These illusions are comforting.   They reduce the anxiety we would experience if we allowed ourselves to fully acknowledge the uncertainties of existence.  (page 204-5, my emphasis)

 

OVERCONFIDENCE

Overconfidence is such as widespread cognitive bias among people that Kahneman devotes Part 3 of his book entirely to this topic.  Kahneman says in his introduction:

The difficulties of statistical thinking contribute to the main theme of Part 3, which describes a puzzling limitation of our mind:  our excessive confidence in what we believe we know, and our apparent inability to acknowledge the full extent of our ignorance and the uncertainty of the world we live in.   We are prone to overestimate how much we understand about the world and to underestimate the role of chance in events.   Overconfidence is fed by the illusory certainty of hindsight.   My views on this topic have been influenced by Nassim Taleb, the author of The Black Swan.  (pages 14-5)

Several studies have shown that roughly 90% of drivers rate themselves as above average.  For more on overconfidence, see: https://en.wikipedia.org/wiki/Overconfidence_effect

 

NARRATIVE FALLACY

In The Black Swan, Nassim Taleb writes the following about the narrative fallacy:

The narrative fallacy addresses our limited ability to look at sequences of facts without weaving an explanation into them, or, equivalently, forcing a logical link, an arrow of relationship, upon them.  Explanations bind facts together.  They make them all the more easily remembered;  they help them make more sense.  Where this propensity can go wrong is when it increases our impression of understanding.  (page 63-4)

The narrative fallacy is central to many of the biases and misjudgments mentioned by Daniel Kahneman and Charlie Munger.  The human brain, whether using System 1 (intuition) or System 2 (logic), always looks for or creates logical coherence among random data.  Often System 1 is right when it assumes causality; thus, System 1 is generally helpful, thanks to evolution.  Furthermore, System 2, by searching for underlying causes or coherence, has, through careful application of the scientific method over centuries, developed a highly useful set of scientific laws by which to explain and predict various phenomena.

The trouble comes when the data or phenomena in question are “highly random” – or inherently unpredictable (at least for the time being).  In these areas, System 1 makes predictions that are often very wrong.  And even System 2 assumes necessary logical connections when there may not be any – at least, none that can be discovered for some time.

Note:  The eighteenth century Scottish philosopher (and psychologist) David Hume was one of the first to clearly recognize the human brain’s insistence on always assuming necessary logical connections in any set of data or phenomena.

 

INFORMATION AND OVERCONFIDENCE

In Behavioural Investing, James Montier explains a study done by Paul Slovic (1973).  Eight experienced bookmakers were shown a list of 88 variables found on a typical past performance chart on a horse.  Each bookmaker was asked to rank the piece of information by importance.

Then the bookmakers were given data for 40 past races and asked to rank the top five horses in each race.  Montier:

Each bookmaker was given the past data in increments of the 5, 10, 20, and 40 variables he had selected as most important.  Hence each bookmaker predicted the outcome of each race four times – once for each of the information sets.  For each prediction the bookmakers were asked to give a degree of confidence ranking in their forecast.  (page 136)

RESULTS:

Accuracy was virtually unchanged, regardless of the number of pieces of information the bookmaker was given (5, 10, 20, then 40).

But confidence skyrocketed as the number of pieces of information increased (5, 10, 20, then 40).

This same result has been found in a variety of areas.  As people get more information, the accuracy of their judgments or forecasts typically does not change at all, while their confidence in the accuracy of their judgments or forecasts tends to increase dramatically.

 

SELF-ATTRIBUTION BIAS

self-attribution bias:   people tend to attribute good outcomes to their own skill, while blaming bad outcomes on bad luck.

This ego-protective bias prevents people from recognizing and learning from their mistakes.  This bias also contributes to overconfidence.

 

MORE ON SYSTEM 1

When we are thinking of who we are, we use System 2 to define ourselves.  But, writes Kahneman, System 1 effortlessly originates impressions and feelings that are the main source of the explicit beliefs and deliberate choices of System 2.

Kahneman lists, “in rough order of complexity,” examples of the automatic activities of System 1:

  • Detect that one object is more distant than another.
  • Orient to the source of a sudden sound.
  • Complete the phrase “Bread and…”
  • Make a “disgust face” when shown a horrible picture.
  • Detect hostility in a voice.
  • Answer 2 + 2 = ?
  • Read words on large billboards.
  • Drive a car on an empty road.
  • Find a strong move in chess (if you are a chess master).
  • Understand simple sentences.
  • Recognize that “a meek and tidy soul with a passion for detail” resembles an occupational stereotype.

Kahneman writes that System 1 and System 2 work quite well generally:

The division of labor between System 1 and System 2 is highly efficient:  it minimizes effort and optimizes performance.   The arrangement works well most of the time because System 1 is generally very good at what it does:  its models of familiar situations are accurate, its short-term predictions are usually accurate as well, and its initial reactions to challenges are swift and generally appropriate.

“Thinking fast” usually works fine.  System 1 is remarkably good at what it does, thanks to evolution.  Kahneman:

System 1 is designed to jump to conclusions from little evidence.

However, when we face situations that are unavoidably complex, System 1 systematically jumps to the wrong conclusions.  In these situations, we have to train ourselves to “think slow” and reason our way to a good decision.

For the curious, here’s the most comprehensive list of cognitive biases I’ve seen: https://en.wikipedia.org/wiki/List_of_cognitive_biases

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

Who Else Wants to Get Rich?

(Image: Zen Buddha Silence, by Marilyn Barbone)

August 29, 2021

There are many ways to get rich.  One of the best ways is through long-term investing.

A wise long-term investment for most investors is an S&P 500 index fund.  It’s just simple arithmetic, as Warren Buffett and Jack Bogle frequently observe: http://boolefund.com/warren-buffett-jack-bogle/

But you can do significantly better—roughly 18% per year (instead of 10% per year)—by systematically investing in cheap, solid microcap stocks.

Most professional investors never consider microcaps because their assets under management are too large.  Microcaps aren’t as profitable for them.  That’s why there continues to be a compelling opportunity for savvy investors.  Because microcaps are largely ignored, many get quite cheap on occasion.

Warren Buffett earned the highest returns of his career when he could invest in microcap stocks.  Buffett says he’d do the same today if he were managing small sums: http://boolefund.com/buffetts-best-microcap-cigar-butts/

Look at this summary of the CRSP Decile-Based Size and Return Data from 1927 to 2020:

Decile Market Cap-Weighted Returns Equal Weighted Returns Number of Firms (year-end 2020) Mean Firm Size (in millions)
1 9.67% 9.47% 179 145,103
2 10.68% 10.63% 173 25,405
3 11.38% 11.17% 187 12,600
4 11.53% 11.29% 203 6,807
5 12.12% 12.03% 217 4,199
6 11.75% 11.60% 255 2,771
7 12.01% 11.99% 297 1,706
8 12.03% 12.33% 387 888
9 11.55% 12.51% 471 417
10 12.41% 17.27% 1,023 99
9+10 11.71% 15.77% 1,494 199

(CRSP is the Center for Research in Security Prices at the University of Chicago.  You can find the data for various deciles here:  http://mba.tuck.dartmouth.edu/pages/faculty/ken.french/data_library.html)

The smallest two deciles—9+10—comprise microcap stocks, which typically are stocks with market caps below $500 million.  What stands out is the equal weighted returns of the 9th and 10th size deciles from 1927 to 2020:

Microcap equal weighted returns = 15.8% per year

Large-cap equal weighted returns = ~10% per year

In practice, the annual returns from microcap stocks will be 1-2% lower because of the difficulty (due to illiquidity) of entering and exiting positions.  So we should say that an equal weighted microcap approach has returned 14% per year from 1927 to 2020, versus 10% per year for an equal weighted large-cap approach.

 

VALUE SCREEN: +2-3%

By systematically implementing a value screen—e.g., low EV/EBITDA or low P/E—to a microcap strategy, you can add 2-3% per year.

 

IMPROVING FUNDAMENTALS: +2-3%

You can further boost performance by screening for improving fundamentals.  One excellent way to do this is using the Piotroski F_Score, which works best for cheap micro caps.  See:  http://boolefund.com/joseph-piotroski-value-investing/

 

BOTTOM LINE

If you invest in microcap stocks, you can get about 14% a year.  If you also use a simple screen for value, that adds at least 2% a year.  If, in addition, you screen for improving fundamentals, that adds at least another 2% a year.  So that takes you to 18% a year, which compares quite well to the 10% a year you could get from an S&P 500 index fund.

What’s the difference between 18% a year and 10% a year?  If you invest $50,000 at 10% a year for 30 years, you end up with $872,000, which is good.  If you invest $50,000 at 18% a year for 30 years, you end up with $7.17 million, which is much better.

Please contact me if you would like to learn more.

    • My email: jb@boolefund.com.
    • My cell: 206.518.2519

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

Business Adventures

(Image:  Zen Buddha Silence by Marilyn Barbone.)

August 22, 2021

In 1991, when Bill Gates met Warren Buffett, Gates asked him to recommend his favorite business book.  Buffett immediately replied, “It’s Business Adventures, by John Brooks.  I’ll send you my copy.”  Gates wrote in 2014:

Today, more than two decades after Warren lent it to me—and more than four decades after it was first published—Business Adventures remains the best business book I’ve ever read.  John Brooks is still my favorite business writer.

It’s certainly true that many of the particulars of business have changed.  But the fundamentals have not.  Brooks’s deeper insights about business are just as relevant today as they were back then.  In terms of its longevity, Business Adventures stands alongside Benjamin Graham’s The Intelligent Investor, the 1949 book that Warren says is the best book on investing that he has ever read.

See:  https://www.gatesnotes.com/Books/Business-Adventures

I’ve had the enormous pleasure of reading Business Adventures twice.  John Brooks is quite simply a terrific business writer.

Each chapter of the book is a separate business adventure.  Outline:

  • The Fluctuation
  • The Fate of the Edsel
  • A Reasonable Amount of Time
  • Xerox Xerox Xerox Xerox
  • Making the Customers Whole
  • The Impacted Philosophers
  • The Last Great Corner
  • A Second Sort of Life
  • Stockholder Season
  • One Free Bite

 

THE FLUCTUATION

Brooks recounts J.P. Morgan’s famous answer when an acquaintance asked him what the stock market would do:  “It will fluctuate.”  Brooks then writes:

Apart from the economic advantages and disadvantages of stock exchanges – the advantage that they provide a free flow of capital to finance industrial expansion, for instance, and the disadvantage that they provide an all too convenient way for the unlucky, the imprudent, and the gullible to lose their money – their development has created a whole pattern of social behavior, complete with customs, language, and predictable responses to given events.

Brooks explains that the pattern emerged fully at the first important stock exchange in 1611 in Amsterdam.  Brooks mentions that Joseph de la Vega published, in 1688, a book about the first Dutch stock traders.  The book was aptly titled, Confusion of Confusions.

And the pattern persists on the New York Stock Exchange.  (Brooks was writing in the 1960’s, but many of his descriptions still apply.)  Brooks adds that a few Dutchmen haggling in the rain might seem to be rather far from the millions of participants in the 1960’s.  However:

The first stock exchange was, inadvertently, a laboratory in which new human reactions were revealed.  By the same token, the New York Stock Exchange is also a sociological test tube, forever contributing to the human species’ self-understanding.

On Monday, May 28, 1962, the Dow Jones Average dropped 34.95 points, or more than it had dropped on any day since October 28, 1929.  The volume was the seventh-largest ever.  Then on Tuesday, May 29, after most stocks opened down, the market reversed itself and surged upward with a large gain of 27.03.  The trading volume on Tuesday was the highest ever except for October 29, 1929.  Then on Thursday, May 31, after a holiday on Wednesday, the Dow rose 9.40 points on the fifth-greatest volume ever.

Brooks:

The crisis ran its course in three days, but needless to say, the post-mortems took longer.  One of de la Vega’s observations about the Amsterdam traders was that they were ‘very clever in inventing reasons’ for a sudden rise or fall in stock prices, and the Wall Street pundits certainly needed all the cleverness they could muster to explain why, in the middle of an excellent business year, the market had suddenly taken its second-worst nose dive ever up to that moment.

Many rated President Kennedy’s April crackdown on the steel industry’s planned price increase as one of the most likely causes.  Beyond that, there were comparisons to 1929.  However, there were more differences than similarities, writes Brooks.  For one thing, margin requirements were far higher in 1962 than in 1929.  Nonetheless, the weekend before the May 1962 crash, many securities dealers were occupied sending out margin calls.

In 1929, it was not uncommon for people to have only 10% equity, with 90% of the stock position based on borrowed money.  (The early Amsterdam exchange was similar.)  Since the crash in 1929, margin requirements had been raised to 50% equity (leaving 50% borrowed).

Brooks says the stock market had been falling for most of 1962 up until crash.  But apparently the news before the May crash was good.  Not that news has any necessary relationship with stock movements, although most financial reporting services seem to assume otherwise.  After a mixed opening – some stocks up, some down – on Monday, May 28, volume spiked as selling became predominant.  Volume kept going up thereafter as the selling continued.  Brooks:

Evidence that people are selling stocks at a time when they ought to be eating lunch is always regarded as a serious matter.

One problem in this crash was that the tape – which records the prices of stock trades – got delayed by 55 minutes due to the huge volume.  Some brokerage firms tried to devise their own systems to deal with this issue.  For instance, Merrill Lynch floor brokers – if they had time – would shout the results of trades into a floorside telephone connected to a “squawk box” in the firm’s head office.

Brooks remarks:

All that summer, and even into the following year, security analysts and other experts cranked out their explanations of what had happened, and so great were the logic, solemnity, and detail of these diagnoses that they lost only a little of their force through the fact that hardly any of the authors had had the slightest idea what was going to happen before the crisis occurred.

Brooks then points out that an unprecedented 56.8 percent of the total volume in the crash had been individual investors.  Somewhat surprisingly, mutual funds were a stabilizing factor.  During the Monday sell-off, mutual funds bought more than they sold.  And as stocks surged on Thursday, mutual funds sold more than they bought.  Brooks concludes:

In the last analysis, the cause of the 1962 crisis remains unfathomable;  what is known is that it occurred, and that something like it could occur again.

 

THE FATE OF THE EDSEL

1955 was the year of the automobile, writes Brooks.  American auto makers sold over 7 million cars, a million more than in any previous year.  Ford Motor Company decided that year to make a new car in the medium-price range of $2,400 to $4,000.  Brooks continues:

[Ford] went ahead and designed it more or less in comformity with the fashion of the day, which was for cars that were long, wide, low, lavishly decorated with chrome, liberally supplied with gadgets… Two years later, in September, 1957, Ford put its new car, the Edsel, on the market, to the accompaniment of more fanfare than had attended the arrival of any new car since the same company’s Model A, brought out thirty years earlier.  The total amount spent on the Edsel before the first specimen went on sale was announced as a quarter of a billion dollars;  its launching… was more costly than any other consumer product in history.  As a starter toward getting its investment back, Ford counted on selling at least 200,000 Edsels the first year.

There may be an aborigine somewhere in a remote rainforest who hasn’t yet heard that things failed to turn out that way… on November 19, 1959, having lost, according to some outside estimates, around $350 million on the Edsel, the Ford Company permanently discontinued its production.

Brooks asks:

How could this have happened?  How could a company so mightily endowed with money, experience, and, presumably, brains have been guilty of such a monumental mistake?

Many claimed that Ford had paid too much attention to public-opinion polls and the motivational research it conducted.  But Brooks adds that some non-scientific elements also played a roll.  In particular, after a massive effort to come up with possible names for the car, science was ignored at the last minute and the Edsel was named for the father of the company’s president.  Brooks:

As for the design, it was arrived at without even a pretense of consulting the polls, and by the method that has been standard for years in the designing of automobiles – that of simply pooling the hunches of sundry company committees.

The idea for the Edsel started years earlier.  The company noticed that owners of cars would trade up to the medium-priced car as soon as they could.  The problem was that Ford owners were not trading up to the Mercury, Ford’s medium-priced car, but to the medium-priced cars of its rivals, General Motors and Chrysler.

Late in 1952, a group called the Forward Product Planning Committee gave much of the detailed work to the Lincoln-Mercury Division, run by Richard Krafve (pronounced “Kraffy”).  In 1954, after two years’ work, the Forward Product Planning Committee submitted to the executive committee a six-volume report.  In brief, the report predicted that there would be seventy million cars in the U.S. by 1965, and more than 40 percent of all cars sold would be in the medium-price range.  Brooks:

On the other hand, the Ford bosses were well aware of the enormous risks connected with putting a new car on the market.  They knew, for example, that of the 2,900 American makes that had been introduced since the beginning of the automobile age… only about twenty were still around.

But Ford executives felt optimistic.  They set up another agency, the Special Products Division, again with Krafve in charge.  The new car was referred to as the “E”-Car among Ford designers and workers.  “E” for Experimental.  Roy A. Brown was in charge of the E-car’s design.  Brown stated that they sought to make a car that was unique as compared to the other nineteen cars on the road at the time.

Brooks observes that Krafve later calculated that he and his associates would make at least four thousand decisions in designing the E-Car.  He thought that if they got every decision right, they could create the perfectly designed car.  Krafve admitted later, however, that there wasn’t really enough time for perfection.  They would make modifications, and then modifications of those modifications.  Then time would run out and they had to settle on the most recent modifications.

Brooks comments:

One of the most persuasive and frequently cited explanations of the Edsel’s failure is that it was a victim of the time lag between the decision to produce it and the act of putting it on the market.  It was easy to see a few years later, when smaller and less powerful cars, euphemistically called “compacts,” had become so popular as to turn the old automobile status-ladder upside down, that the Edsel was a giant step in the wrong direction, but it far from easy to see that in fat, tail-finny 1955.

As part of the marketing effort, the Special Products Division tapped David Wallace, director of planning for market research.  Wallace:

‘We concluded that cars are a means to a sort of dream fulfillment.  There’s some irrational factor in people that makes them want one kind of car rather than another – something that has nothing to do with the mechanism at all but with the car’s personality, as the customer imagines it.  What we wanted to do, naturally, was to give the E-Car the personality that would make the greatest number of people want it.’

Wallace’s group decided to get interviews of 1,600 car buyers.  The conclusion, in a nutshell, was that the E-Car could be “the smart car for the younger executive or professional family on its way up.”

As for the name of the car, Krafve had suggested to the members of the Ford family that the new car be named the Edsel Ford – the name of their father.  The three Ford brothers replied that their father probably wouldn’t want the car named after him.  Therefore, they suggested that the Special Products Division look for another name.

The Special Products Division conducted a large research project regarding the best name for the E-Car.  At one point, Wallace interviewed the poet Marianne Moore about a possible name.  A bit later, the Special Products Division contacted Foote, Cone & Belding, an advertising agency, to help with finding a name.

The advertising agency produced 18,000 names, which they then carefully pruned to 6,000.  Wallace told them that was still way too many names from which to pick.  So Foote, Cone & Belding did an all-out three-day session to cut the list down to 10 names.  They divided into two groups for this task.  By chance, when each group produced its list of 10 names, 4 of the names were the same:  Corsair, Citation, Pacer, and Ranger.

Wallace thought that Corsair was clearly the best name.  However, the Ford executive committee had a meeting at a time when all three Ford brothers were away.  Executive vice-president Ernest R. Breech, chairman of the board, led the meeting.  When Breech saw the final list of 10 names, he said he didn’t like any of them.

So Breech and the others were shown another list of names that hadn’t quite made the top 10.  The Edsel had been kept on this second list – despite the three Ford brothers being against it – for some reason, perhaps because it was the originally suggested name.  When the group came to the name “Edsel,” Breech firmly said, “Let’s call it that.”  Breech added that since there were going to be four models of the E-Car, the four favorite names – Corsair, Citation, Pacer, and Ranger – could still be used as sub-names.

Brooks writes that Foote, Cone & Belding presumably didn’t react well to the chosen name, “Edsel,” after their exhaustive research to come up with the best possible names.  But the Special Products Division had an even worse reaction.  However, there were a few, including Krafve, would didn’t object to the name.

Krafve was named Vice-President of the Ford Motor Company and General Manager, Edsel Division.  Meanwhile, Edsels were being road-tested.  Brown and other designers were already working on the subsequent year’s model.  A new set of retail dealers was already being put together.  Foote, Cone & Belding was hard at work on strategies for advertising and selling Edsels.  In fact, Fairfax M. Cone himself was leading this effort.

Cone decided to use Wallace’s idea of “the smart car for the younger executive or professional family on its way up.”  But Cone amended it to: “the smart car for the younger middle-income family or professional family on its way up.”  Cone was apparently quite confident, since he described his advertising ideas for the Edsel to some reporters.  Brooks notes with amusement:

Like a chess master that has no doubt that he will win, he could afford to explicate the brilliance of his moves even as he made them.

Normally, a large manufacturer launches a new car through dealers already handling some of its other makes.  But Krafve got permission to go all-out on the Edsel.  He could contact dealers for other car manufacturers and even dealers for other divisions of Ford.  Krafve set a goal of signing up 1,200 dealers – who had good sales records – by September 4, 1957.

Brooks remarks that Krafve had set a high goal, since a dealer’s decision to sell a new car is major.  Dealers typically have one hundred thousand dollars – more than 8x that in 2019 dollars – invested in their dealerships.

J. C. (Larry) Doyle, second to Krafve, led the Edsel sales effort.  Doyle had been with Ford for 40 years.  Brooks records that Doyle was somewhat of a maverick in his field.  He was kind and considerate, and he didn’t put much stock in the psychological studies of car buyers.  But he knew how to sell cars, which is why he was called on for the Edsel campaign.

Doyle put Edsels into a few dealerships, but kept them hidden from view.  Then he went about recruiting top dealers.  Many dealers were curious about what the Edsel looked like.  But Doyle’s group would only show dealers the car if they listened to a one-hour pitch.  This approach worked.  It seems that quite a few dealers were so convinced by the pitch that they signed up without even looking at the car in any detail.

C. Gayle Warnock, director of public relations at Ford, was in charge of keeping public interest in the Edsel – which was already high – as strong as possible.  Warnock told Krafve that public interest might be too strong, to the extent that people would be disappointed when they discovered that the Edsel was a car.  Brooks:

It was agreed that the safest way to tread the tightrope between overplaying and underplaying the Edsel would be to say nothing about the car as a whole but to reveal its individual charms a little at a time – a sort of automotive strip tease…

Brooks continues:

That summer, too, was a time of speechmaking by an Edsel foursome consisting of Krafve, Doyle, J. Emmet Judge, who was Edsel’s director of merchandise and product planning, and Robert F. G. Copeland, its assistant general sales manager for advertising, sales promotion, and training.  Ranging separately up and down and across the nation, the four orators moved around so fast and so tirelessly, that Warnock, lest he lost track of them, took to indicating their whereabouts with colored pins on a map in his office.  ‘Let’s see, Krafve goes from Atlanta to New Orleans, Doyle from Council Bluffs to Salt Lake City,’ Warnock would muse of a morning in Dearborn, sipping his second cup of coffee and then getting up to yank the pins out and jab them in again.

Needless to say, this was by far the largest advertising campaign ever conducted by Ford.  This included a three-day press preview, with 250 reporters from all over the country.  On one afternoon, the press were taken to the track to see stunt drivers in Edsels doing all kinds of tricks.  Brooks quotes the Foote, Cone man:

‘You looked over this green Michigan hill, and there were those glorious Edsels, performing gloriously in unison.  It was beautiful.  It was like the Rockettes.  It was exciting.  Morale was high.’

Brooks then writes about the advertising on September 3 – “E-Day-minus-one”:

The tone for Edsel Day’s blizzard of publicity was set by an ad, published in newspapers all over the country, in which the Edsel shared the spotlight with the Ford Company’s President Ford and Chairman Breech.  In the ad, Ford looked like a dignified young father, Breech like a dignified gentleman holding a full house against a possible straight, the Edsel just looked like an Edsel.  The accompanying text declared that the decision to produce the car had been ‘based on what we knew, guessed, felt, believed, suspected – about you,’ and added, ‘YOU are the reason behind the Edsel.’  The tone was calm and confident.  There did not seem to be much room for doubt about the reality of that full house.

The interior of the Edsel, as predicted by Krafve, had an almost absurd number of push-buttons.

The two larger models – the Corsair and the Citation – were 219 inches long, two inches longer than the biggest of the Oldsmobiles.  And they were 80 inches wide, “or about as wide as passenger cars ever get,” notes Brooks.  Each had 345 horsepower, making it more powerful than any other American car at the time of launching.

Brooks records that the car received mixed press after it was launched.  In January, 1958, Consumer Reports wrote:

The Edsel has no important basic advantage over other brands.  The car is almost entirely conventional in construction…

Three months later, Consumer Reports wrote:

[The Edsel] is more uselessly overpowered… more gadget bedecked, more hung with expensive accessories than any other car in its price class.

This report gave the Corsair and the Citation the bottom position in its competitive ratings.

Brooks says there were several factors in the downfall of the Edsel.  It wasn’t just that the design fell short, nor was it simply that the company relied too much on psychological research.  For one, many of the early Edsels suffered from a surprising variety of imperfections.  It turned out that only about half the early Edsels functioned properly.

Brooks recounts:

For the first ten days of October, nine of which were business days, there were only 2,751 deliveries – an average of just over three hundred cars a day.  In order to sell the 200,000 cars per year that would make the Edsel operation profitable the Ford Motor Company would have to move an average of between six and seven hundred each business day – a good many more than three hundred a day.  On the night of Sunday, October 13th, Ford put on a mammoth television spectacular for Edsel, pre-empting the time ordinarily allotted to the Ed Sullivan show, but though the program cost $400,000 and starred Bing Crosby and Frank Sinatra, it failed to cause any sharp spurt in sales.  Now it was obvious that things were not going well at all.

Among the former executives of the Edsel Division, opinions differ as to the exact moment when the portents of doom became unmistakable… The obvious sacrificial victim was Brown, whose stock had gone through the roof at the time of the regally accoladed debut of his design, in August, 1955.  Now, without having done anything further, for either better or worse, the poor fellow became the company scapegoat…

Ford re-committed to selling the Edsel in virtually every way that it could.  Sales eventually increased, but not nearly enough.  Ultimately, the company had to stop production.  The net loss for Ford was roughly $350 million.

Krafve rejects that the Edsel failed due to a poor choice of the name.  He maintains that it was a mistake of timing.  Had they produced the car two years earlier, when medium-sized cars were still highly popular, the Edsel would have been a success.  Brown agrees with Krafve that it was a mistake of timing.

Doyle says it was a buyers’ strike.  He claims not to understand at all why the American public suddenly switched its taste from medium-sized cars to smaller-sized cars.

Wallace argued that the Russian launch of the sputnik had caused many Americans to start viewing Detroit products as bad, especially medium-priced cars.

Brooks concludes by noting that Ford did not get hurt by this setback, nor did the majority of people associated with the Edsel.  In 1958, net income per share dropped from $5.40 to $2.12, and Ford stock dropped from a 1957 high of $60 to a low of $40.  However, by 1959, net income per-share jumped to $8.24 and the stock hit $90.

The Ford executives associated with the Edsel advanced in their careers, for the most part.  Moreover, writes Brooks:

The subsequent euphoria of these former Edsel men did not stem entirely from the fact of their economic survival;  they appear to have been enriched spiritually.  They are inclined to speak of their Edsel experience – except for those still with Ford, who are inclined to speak of it as little as possible – with the verve and garrulity of old comrades-in-arms hashing over their most thrilling campaign.

 

A REASONABLE AMOUNT OF TIME

Brooks:

Most nineteenth-century American fortunes were enlarged by, if they were not actually founded on, the practice of insider trading…

Not until 1934 did Congress pass the Securities Exchange Act, which forbids insider trading.  Later, a 1942 rule 10B-5 held that no stock trader could “make any untrue statement of a material fact or… omit to state a material fact.”  However, observes Brooks, this rule had basically been overlooked for the subsequent couple of decades.  It was argued that insiders needed the incentive of being able to profit in order to bring forth their best efforts.  Further, some authorities said that insider trading helped the markets function more smoothly.  Finally, it was held that most stock traders “possess and conceal information of one sort or another.”

In short, the S.E.C. seemed to be refraining from doing anything regarding insider trading.  But this changed when a civil complaint was made against Texas Gulf Sulphur Company.  The case was tried in the United States District Court in Foley Square May 9 to June 21, 1966.  The presiding judge was Dudley J. Bonsal, says Brooks, who remarked at one point, “I guess we all agree that we are plowing new ground here to some extent.”

In March 1959, Texas Gulf, a New York-based company and the world’s leader producer of sulphur, began conducting aerial surveys over a vast area of eastern Canada.  They weren’t looking for sulphur or gold, but for sulphides – sulphur in combination with other useful minerals such as zinc and copper.  Texas Gulf wanted to diversify its production.

These surveys took place over two years.  Many areas of interest were noted.  The company concluded that several hundred areas were most promising, including a segment called Kidd-55, which was fifteen miles north of Timmins, Ontario, an old gold-mining town several hundred miles northwest of Toronto.

The first challenge was to get title to do exploratory drilling on Kidd-55.  It wasn’t until June, 1963, that Texas Gulf was able to begin exploring on the northeast quarter of Kidd-55.  After Texas Gulf engineer, Richard H. Clayton, completed a ground electromagnetic survey and was convinced the area had potential, the company decided to drill.  Drilling began on November 8.  Brooks writes:

The man in charge of the drilling crew was a young Texas Gulf geologist named Kenneth Darke, a cigar smoker with a rakish gleam in his eye, who looked a good deal more like the traditional notion of a mining prospector than that of the organization man that he was.

A cylindrical sample an inch and a quarter in diameter was brought out of the earth.  Darke studied it critically inch by inch using only his eyes and his knowledge.  On November 10, Darke telephoned his immediate superior, Walter Holyk, chief geologist of Texas Gulf, to report the findings at that point.

The same night, Holyk called his superior, Richard D. Mollison, a vice president of Texas Gulf.  Mollison then called his superior, Charles F. Fogarty, executive vice president and the No. 2 man at the company.  Further reports were made the next day.  Soon Holyk, Mollison, and Fogarty decided to travel to Kidd-55 to take a look for themselves.

By November 12, Holyk was on site helping Darke examine samples.  Holyk was a Canadian in his forties with a doctorate in geology from MIT.  The weather had turned bad.  Also, much of the stuff came up covered in dirt and grease, and had to be washed with gasoline.  Nonetheless, Holyk arrived at an initial estimate of the core’s content.  There seemed to be average copper content of 1.15% and average zinc content of 8.64%.  If true and if it was not just in one narrow area, this appeared to be a huge discovery.  Brooks:

Getting title would take time if it were possible at all, but meanwhile there were several steps that the company could and did take.  The drill rig was moved away from the site of the test hole.  Cut saplings were stuck in the ground around the hole, to restore the appearance of the place to a semblance of its natural state.  A second test hole was drilled, as ostentatiously as possible, some distance away, at a place where a barren core was expected – and found.  All of these camouflage measures, which were in conformity with long-established practice among miners who suspect that they have made a strike, were supplemented by an order from Texas Gulf’s president, Claude O. Stephens, that no one outside the actual exploration group, even within the company, should be told what had been found.  Late in November, the core was shipped off, in sections, to the Union Assay Office in Salt Lake City for scientific analysis of its contents.  And meanwhile, of course, Texas Gulf began discreetly putting out feelers for the purchase of the rest of Kidd-55.

Brooks adds:

And meanwhile other measures, which may or may not have been related to the events of north of Timmins, were being taken.  On November 12th, Fogarty bought three hundred shares of Texas Gulf stock;  on the 15th he added seven hundred more shares, on November 19th five hundred more, and on November 26th two hundred more.  Clayton bought two hundred on the 15th, Mollison one hundred on the same day; and Mrs. Holyk bought fifty on the 29th and one hundred more on December 10th.  But these purchases, as things turned out, were only the harbingers of a period of apparently intense affection for Texas Gulf stock among certain of its officers and employees, and even some of their friends.

The results of the sample test confirmed Holyk’s estimates.  Also found were 3.94 ounces of silver per ton.  In late December, while in the Washington, D.C. area, Darke recommended Texas Gulf stock to a girl he knew there and her mother.  They later became known as “tippees,” while a few people they later told naturally became “sub-tippees.”  Between December 30 and February 17, Darke’s tippees and sub-tippees purchased 2,100 shares of Texas Gulf stock and also bought calls on another 1,500 shares.

In the first three months of 1964, Darke bought 300 shares of Texas Gulf stock, purchased calls on 3,000 more shares, and added several more persons to his burgeoning list of tippees.  Holyk and his wife bought a large number of calls on Texas Gulf stock.  They’d hardly heard of calls before, but calls “were getting to be quite the rage in Texas Gulf circles.”

Finally in the spring, Texas Gulf had the drilling rights it needed and was ready to proceed.  Brooks:

After a final burst of purchases by Darke, his tippees, and his sub-tippees on March 30th and 31st (among them all, six hundred shares and calls on 5,100 more shares for the two days), drilling was resumed in the still-frozen muskeg at Kidd-55, with Holyk and Darke both on the site this time.

While the crew stayed on site, the geologists almost daily made the fifteen-mile trek to Simmins.  With seven-foot snowdrifts, the trip took three and a half to four hours.

At some stage – later a matter of dispute – Texas Gulf realized that it had a workable mine of large proportions.  Vice President Mollison arrived on site for a day.  Brooks:

But before going he issued instructions for the drilling of a mill test hole, which would produce a relatively large core that could be used to determine the amenability of the mineral material to routine mill processing.  Normally, a mill test hole is not drilled until a workable mine is believed to exist.  And so it may have been in this case;  two S.E.C. mining experts were to insist later, against contrary opinions of experts for the defense, that by the time Mollison gave his order, Texas Gulf had information on the basis of which it could have calculated that the ore reserves at Kidd-55 had a gross assay value of at least two hundred million dollars.

Brooks notes:

The famous Canadian mining grapevine was humming by now, and in retrospect the wonder is that it had been relatively quiet for so long.

On April 10, President Stephens had become concerned enough to ask a senior member of the board – Thomas S. Lamont of Morgan fame – whether Texas Gulf should issue a statement.  Lamont told him he could wait until the reports were published in U.S. papers, but then he should issue a statement.

The following day, April 11, the reports poured forth in the U.S. papers.  The Herald Tribune called it “the biggest ore strike since gold was discovered more than 60 years ago in Canada.”  Stephens instructed Fogarty to begin preparing a statement to be issued on Monday, April 13.  Meanwhile, the estimated value of the mine seemed to be increasing by the hour as more and more copper and zinc ore was brought to the surface.  Brooks writes:

However, Fogarty did not communicate with Timmins after Friday night, so the statement that he and his colleagues issued to the press on Sunday afternoon was not based on the most up-to-the-minute information.  Whether because of that or for some other reason, the statement did not convey the idea that Texas Gulf thought it had a new Comstock Lode.  Characterizing the published reports as exaggerated and unreliable, it admitted that recent drilling on ‘one property near Timmins’ had led to ‘preliminary indications that more drilling would be required for proper evaluation of the prospect;’  went on to say that ‘the drilling done to date has not been conclusive;’  and then, putting the same thought in what can hardly be called another way, added that ‘the work done to date has not been sufficient to reach definitive conclusions.’

The wording of this press release was sufficient to put a damper on any expectations that may have arisen due to the newspaper stories the previous Friday.  Texas Gulf stock had gone from around $17 the previous November to around $30 just before the stories.  On Monday, the stock went to $32, but then came back down and even dipped below $29 in the subsequent two days.

Meanwhile, at Kidd-55, Mollison, Holyk, and Darke talked with a visiting reporter who had been shown around the place.  Brooks:

The things they told the reporter make it clear, in retrospect, that whatever the drafters of the release may have believed on Sunday, the men at Kidd-55 knew on Monday that they had a mine and a big one.  However, the world was not to know it, or at least not from that source, until Thursday morning, when the next issue of the Miner would appear in subscribers’ mail and on newstands.

Mollison and Holyk flew to Montreal Tuesday evening for the annual convention of the Canadian Institute of Mining and Metallurgy.  They had arranged for that Wednesday, in the company of the Minister of Mines of the Province of Ontario and his deputy, to attend the convention.  En route, they briefed the minister on Kidd-55.  The minister decided he wanted to make an announcement as soon as possible.  Mollison helped the minister draft the statement.

According to the copy Mollison kept, the announcement stated that “the information now in hand… gives the company confidence to allow me to announce that Texas Gulf Sulphur has a mineable body of zinc, copper, and silver ore of substantial dimensions that will be developed and brought to production as soon as possible.”  Mollison and Holyk believed that the minister would make the announcement that evening.  But for some reason, the minister didn’t.

Texas Gulf was to have a board of directors meeting that Thursday.  Since better and better news had been coming in from Kidd-55, the company officers decided they should write a new press release, to be issued after the Thursday morning board meeting.  This statement was based on the very latest information and it read, in part, “Texas Gulf Sulphur Company has made a major strike of zinc, copper, and silver in the Timmins area… Seven drill holes are now essentially complete and indicate an ore body of at least 800 feet in length, 300 feet in width, and having a vertical depth of more than 800 feet.  This is a major discovery.  The preliminary data indicate a reserve of more than 25 million tons of ore.”

The statement also noted that “considerably more data has been accumulated,” in order to explain the difference between this statement and the previous one.  Indeed, the value of the ore was not the two hundred million dollars alleged to have been estimable a week earlier, but many times that.

The same day, engineer Clayton and company secretary Crawford bought 200 and 300 shares, respectively.  The next morning, Crawford doubled his order.

The directors’ meeting ended at ten o’clock.  Then 22 reporters entered the room.  President Stephens read the new press release.  Most reporters rushed out before he was finished to report the news.

The actions of two Texas Gulf directors, Coates and Lamont, during the next half hour were later to lead to the most controversial part of the S.E.C.’s complaint.  As Brooks writes, the essence of the controversy was timing.  The Texas Gulf news was released by the Dow Jones News Service, the well-known spot-news for investors.  In fact, a piece of news is considered to be public the moment it crosses “the broad tape.”

The morning of April 16, 1964, a Dow Jones reporter was among those who attended the Texas Gulf press conference.  He left early and called in the news around 10:10 or 10:15, according to his recollection.  Normally, a news item this important would be printed on the Dow Jones machines two or three minutes after being phoned in.  But for reasons unknown, the Texas Gulf story did not appear on the tape until 10:54.  This delay was left unexplained during the trial based on irrelevance, says Brooks.

Coates, the Texan, around the end of the press conference, called his son-in-law, H. Fred Haemisegger, a stockbroker in Houston.  Coates told Haemisegger about the Texas Gulf discovery, also saying that he waited to call until “after the public announcement” because he was “too old to get in trouble with the S.E.C.”  Coates next placed an order for 2,000 shares of Texas Gulf stock for four family trusts.  He was a trustee, but not a beneficiary.  The stock had opened at $30.  Haemisegger, by acting quickly, was able to buy a bit over $31.

Lamont hung around the press conference area for 20 minutes or so.  He recounts that he “listened to chatter” and “slapped people on the back.”  Then at 10:39 or 10:40, he called a friend at Morgan Guaranty Trust Company – Longstreet Hinton, the bank’s executive vice president and head of its trust department.  Hinton had asked Lamont earlier in the week if he knew anything about the rumors of an ore discovery made by Texas Gulf.  Lamont had said no then.

But during this phone call, Lamont told Hinton that he had some news now.  Hinton asked whether it was good.  Lamont replied either “pretty good” or “very good.”  (Brooks notes that they mean the same thing in this context.)  Hinton immediately called the bank’s trading department, got a quote on Texas Gulf, and placed an order for 3,000 shares for the account of the Nassau Hospital, of which he was treasurer.  Hinton never bothered to look at the tape – despite being advised to do so by Lamont – because Hinton felt he already had the information he needed.  (Lamont didn’t know about the inexplicable forty minute delay before the Texas Gulf news appeared on the tape.)

Then Hinton went to the office of the Morgan Guaranty officer in charge of pension trusts.  Hinton recommended buying Texas Gulf.  In less than half an hour, the bank had ordered 7,000 shares for its pension fund and profit-sharing account.

An hour after that – at 12:33 – Lamont purchased 3,000 shares for himself and his family, paying $34 1/2 for them.  The stock closed above $36.  It hit a high of over $58 later that month.  Brooks:

…and by the end of 1966, when commercial production of ore was at last underway at Kidd-55 and the enormous new mine was expected to account for one-tenth of Canada’s total annual production of copper and one-quarter of its total annual production of zinc, the stock was selling at over 100.  Anyone who had bought Texas Gulf between November 12th, 1963 and the morning (or even the lunch hour) of April 16th, 1964 had therefore at least tripled his money.

Brooks then introduces the trial:

Perhaps the most arresting aspect of the Texas Gulf trial – apart from the fact that a trial was taking place at all – was the vividness and variety of the defendants who came before Judge Bonsal, ranging as they did from a hot-eyed mining prospector like Clayton (a genuine Welchman with a degree in mining from the University of Cardiff) through vigorous and harried corporate nabobs like Fogarty and Stephens to a Texas wheeler-dealer like Coates and a polished Brahmin of finance like Lamont.

Darke did not appear at the trial, claiming his Canadian nationality.  Brooks continues:

The S.E.C., after its counsel, Frank E. Kennamer Jr. had announced his intention to “drag to light and pillory the misconduct of these defendants,” asked the court to issue a permanent injunction forbidding Fogarty, Mollison, Clayton, Holyk, Darke, Crawford, and several other corporate insiders who had bought stock or calls between November 8th, 1963 and April 15th, 1964, from ever again “engaging in any act… which operates or would operate as a fraud or deceit upon any person in connection with purchase or sale of securities”;  further – and here it was breaking entirely new ground – it prayed that the court order the defendants to make restitution to the persons they had allegedly defrauded by buying stock or calls from them on the basis of inside information.  The S.E.C. also charged that the pessimistic April 12th press release was deliberately deceptive, and asked that because of it Texas Gulf be enjoined from “making any untrue statement of material fact or omitting to state a material fact.”  Apart from any question of loss of corporate face, the nub of the matter here lay in the fact that such a judgment, if granted, might well open the way for legal action against the company by any stockholder who had sold his Texas Gulf stock to anybody in the interim between the first press release and the second one, and since the shares that had changed hands during that period had run into the millions, it was a nub indeed.

Regarding the November purchases, the defense argued that a workable mine was far from a sure thing based only on the first drill hole.  Some even argued that the hole could have turned out to be a liability rather than an asset for Texas Gulf, based on what was known then.  The people who bought stock or calls during the winter claimed that the hole had little or nothing to do with their decision.  They stated that they thought Texas Gulf was a good investment in general.  Clayton said his sudden appearance as a large investor was because he had just married a well-to-do wife.  Brooks:

The S.E.C. countered with its own parade of experts, maintaining that the nature of the first core had been such as to make the existence of a rich mine an overwhelming probability, and that therefore those privy to the facts about it had possessed a material fact.

The S.E.C. also made much of the fact that Fogarty based the initial press release on information that was two days old.  The defense countered that the company had been in a sensitive position.  If it had issued an optimistic report that later turned out to be false, it could well be accused of fraud for that.

Judge Bonsal concluded that the definition of materiality must be conservative.  He therefore decided that up until April 9th, when three converging drill holes positively established the three-dimensionality of the ore deposit, material information had not been in hand.  Therefore, the decisions of insiders to buy stock before that date, even if based on initial drilling results, were legal “educated guesses.”

Case was thus dismissed against all educated guessers who had bought stock or calls, or recommended others do so, before the evening of April 9th.  Brooks:

With Clayton and Crawford, who had been so injudicious as to buy or order stock on April 15th, it was another matter.  The judge found no evidence that they had intended to deceive or defraud anyone, but they had made their purchases with the full knowledge that a great mine had been found and that it would be announced the next day – in short, with material private information in hand.  Therefore they were found to have violated Rule 10B-5, and in due time would presumably be enjoined from doing such a thing again and made to offer restitution to the persons they bought their April 15th shares from – assuming, of course, that such persons can be found…

On the matter of the April 12th press release, the judge found that it was not false or misleading.

Still to be settled was the matter of Coates and Lamont making their purchases.  The question was when it can be said that the information has officially been made public.  This was the most important issue and would likely set a legal precedent.

The S.E.C. argued that the actions of Coates and Lamont were illegal because they occurred before the ore strike news had crossed the Dow Jones broad tape.  The S.E.C. argued, furthermore, that even if Coates and Lamont had acted after the “official” announcement, it still would be illegal unless enough time had passed so that those who hadn’t attended the press conference, or even those who hadn’t seen the initial news cross the broad tape, had enough time to absorb the information.

Defense argued first that Coates and Lamont had every reason to believe that the news was already out, since Stephens said it had been released by the Ontario Minister of Mines the previous evening.  So Coates and Lamont acted in good faith.  Second, counsel argued that for all practical purposes, the news was out, via osmosis and The Northern Miner.  Brokerage offices and the Stock Exchange had been buzzing all morning.  Lamont’s lawyers also argued that Lamont had merely told Hinton to look at the tape, not to buy any stock.  Defense argued that the S.E.C. was asking the court to write new rules and then apply them retroactively, while the plaintiff was merely asking that an old rule 10B-5, be applied broadly.

As for Lamont’s waiting for two hours, until 12:33, before buying stock for himself, the S.E.C. took issue, as Brooks records:

‘It is the Commission’s position that even after corporate information has been published in the news media, insiders, are still under a duty to refrain from securities transactions until there had elapsed a reasonable amount of time in which the securities industry, the shareholders, and the investing public can evaluate the development and make informed investment decisions… Insiders must wait at least until the information is likely to have reached the average investor who follows the market and he has had some opportunity to consider it.’

In the Texas Gulf case, the S.E.C. argued that one hour and thirty-nine minutes was not “a reasonable amount of time.”  What, then, is “a reasonable amount of time,” the S.E.C. was asked?  The S.E.C.’s counsel, Kennamer, said it “would vary from case to case.”  Kennamer added that it would be “a nearly impossible task to formulate a rigid set of rules that would apply in all situations of this sort.”

Brooks sums it up with a hint of irony:

Therefore, in the S.E.C.’s canon, the only way an insider could find out whether he had waited long enough before buying his company’s stock was by being hauled into court and seeing what the judge would decide.

Judge Bonsal rejected this argument by the S.E.C.  Moreover, he took a narrower view that, based on legal precedent, the key moment was when the press release was read.  The judge admitted that a better rule might be formulated according to which insiders had to wait at least some amount time after the initial press release so that other investors could absorb it.  However, he didn’t think he should write such a rule.  Nor should this matter be left up to the judge on a case-by-base basis.  Thus, the complaints against Coates and Lamont were dismissed.

The S.E.C. appealed all the dismissals.  Brooks concludes:

…in August, 1968, the U.S. Court of Appeals for the Second Circuit handed down a decision which flatly reversed Judge Bonsal’s findings on just about every score except the findings against Crawford and Clayton, which were affirmed.  The Appeals Court found that the original November drill hole had provided material evidence of a valuable ore deposit, and that therefore Fogarty, Mollison, Darke, Holyk, and all other insiders who had bought Texas Gulf stock or calls on it during the winter were guilty of violations of the law;  that the gloomy April 12th press release had been ambiguous and perhaps misleading;  and that Coates had improperly and illegally jumped the gun in placing his orders right after the April 16th press conference.  Only Lamont – the charges against whom had been dropped following his death shortly after the lower court decision – and a Texas Gulf office manager, John Murray, remained exonerated.

 

XEROX XEROX XEROX XEROX

There was no economical and practical way of making copies until after 1950.  Brooks writes that the 1950’s were the pioneering years for mechanized office copying.  Although people were starting to show a compulsion to make copies, the early copying machines suffered from a number of problems.  Brooks:

…What was needed for the compulsion to flower into a mania was a technological breakthrough, and the breakthrough came at the turn of the decade with the advent of a machine that worked on a new principle, known as xerography, and was able to make dry, good-quality, permanent copies on ordinary paper with a minimum of trouble.  The effect was immediate.  Largely as a result of xerography, the estimated number of copies (as opposed to duplicates) made annually in the United States sprang from some twenty million in the mid-fifties to nine and a half billion in 1964, and to fourteen billion in 1966 – not to mention billions more in Europe, Asia, and Latin America.  More than that, the attitude of educators towards printed textbooks and of business people toward written communication underwent a discernable change;  avant-garde philosophers took to hailing xerography as a revolution comparable in importance to the invention of the wheel;  and coin-operated copy machines began turning up in candy stores and beauty parlors…

The company responsible for the great breakthrough and the one on whose machines the majority of these billions of copies were made was of course, the Xerox Corporation, of Rochester, New York.  As a result, it became the most spectacular big-business success of the nineteen-sixties.  In 1959, the year the company – then called Haloid Xerox, Inc. – introduced its first automatic xerographic office copier, its sales were thirty-three million dollars.  In 1961, they were sixty-six million, in 1963 a hundred and seventy-six million, and in 1966 over half a billion.

The company was extremely profitable.  It ranked two hundred and seventy-first in Fortune’s ranking in 1967.  However, in 1966 the company ranked sixty-third in net profits and probably ninth in the ratio of profits to sales and fifteenth in terms of market value.  Brooks continues:

…Indeed, the enthusiasm the investing public showed for Xerox made its shares the stock market Golconda of the sixties.  Anyone who bought its stock toward the end of 1959 and held on to it until early 1967 would have found his holding worth about sixty-six times its original price, and anyone who was really fore-sighted and bought Haloid in 1955 would have seen his original investment grow – one might almost say miraculously – a hundred and eighty times.  Not surprisingly, a covey of “Xerox millionaires” sprang up – several hundred of them all told, most of whom either lived in the Rochester area or had come from there.

The Haloid company was started in Rochester in 1906.  It manufactured photographic papers.  It survived OK.  But after the Second World War, due to an increase in competition and labor costs, the company was looking for new products.

More than a decade earlier, in 1938, an obscure thirty-two year-old inventor, Chester F. Carlson, was spending his spare time trying to invent an office copying machine.  Carlson had a degree in physics from the California Institute of Technology.  Carlson had hired Otto Kornei, a German refugee physicist, to help him.  Their initial copying machine was unwieldy and produced much smoke and stench.  Brooks:

The process, which Carlson called electrophotography, had – and has – five basic steps:  sensitizing a photoconductive surface to light by giving it an electrostatic charge (for example, by rubbing it with fur);  exposing this surface to a written page to form an electrostatic image;  developing the latest image by dusting the surface with a powder that will adhere only to the charged areas;  transferring the image to some sort of paper;  and fixing the image by the application of heat.

Although each individual step was already used in other technologies, this particular combination of steps was new.  Carlson carefully patented the process and began trying to sell it.  Over the ensuing five years, Carlson tried to sell the rights to every important office-equipment company in the country.  He was turned down every time.  In 1944, Carlson finally convinced Battelle Memorial Institute to conduct further development work on the process in exchange for three-quarters of any future royalties.

In 1946, various people at Haloid, including Joseph C. Wilson – who was about to become president – had noticed the work that Battelle was doing.  Wilson asked a friend of his, Sol M. Linowitz, a smart, public-spirited lawyer just back from service in the Navy, to research the work at Battelle as a “one-shot” job.  The result was an agreement giving Haloid the rights to the Carlson process in exchange for royalties for Battelle and Carlson.

At one point in the research and development process, the Haloid people got so discouraged that they considered selling most of their xerography rights to International Business Machines.  The research process became quite costly.  But Haloid committed itself to seeing it through.  It took full title of the Carlson process and assumed the full cost of development in exchange for shares in Haloid (for Battelle and Carlson).  Brooks:

…The cost was staggering.  Between 1947 and 1960, Haloid spent about seventy-five million dollars [over $800 million in 2019 dollars] on research in xerography, or about twice what it earned from its regular operations during that period;  the balance was raised through borrowing and through the wholesale issuance of common stock to anyone who was kind, reckless, or prescient enough to take it.  The University of Rochester, partly out of interest in a struggling local industry, bought an enormous quantity for its endowment fund at a price that subsequently, because of stock splits, amounted to fifty cents a share.  ‘Please don’t be mad at us if we have to sell our Haloid stock in a couple of years to cut our losses on it,’ a university official nervously warned Wilson.  Wilson promised not to be mad.  Meanwhile, he and other executives of the company took most of their pay in the form of stock, and some of them went as far as to put up their savings and the mortgages on their houses to help the cause along.

In 1961, the company changed its name to Xerox Corporation.  One unusual aspect to the story is that Xerox became rather public-minded.  Brooks quotes Wilson:

‘To set high goals, to have almost unattainable aspirations, to imbue people with the belief that they can be achieved – these are as important as the balance sheet, perhaps more so.’

This rhetoric is not uncommon.  But Xerox followed through by donating one and a half percent of its profits to educational and charitable institutions in 1965-1966.  In 1966, Xerox committed itself to the “one-per-cent program,” also called the Cleveland Plan, according to which the company gives one percent of its pre-tax income annually to educational institutions, apart from any other charitable activities.

Furthermore, President Wilson said in 1964, “The corporation cannot refuse to take a stand on public issues of major concern.”  As Brooks observes, this is “heresy” for a business because it could alienate customers or potential customers.  Xerox’s chief stand was in favor of the United Nations.  Brooks:

Early in 1964, the company decided to spend four million dollars – a year’s advertising budget – on underwriting a series of network-television programs dealing with the U.N., the programs to be unaccompanied by commercials or any other identification of Xerox apart from a statement at the beginning and end of each that Xerox had paid for it.

Xerox was inundated with letters opposing the company’s support of the U.N.  Many said that the U.N. charter had been written by American Communists and that the U.N. was an instrument for depriving Americans of their Constitutional rights.  Although only a few of these letters came from the John Birch Society, it turned out later that most of the letters were part of a meticulously planned Birch campaign.  Xerox officers and directors were not intimidated.  The U.N. series appeared in 1965 and was widely praised.

Furthermore, Xerox consistently committed itself to informing the users of its copiers of their legal responsibilities.  It took this stand despite their commercial interest.

Brooks visited Xerox in order to talk with some of its people.  First he spoke with Dr. Dessauer, a German-born engineer who had been in charge of the company’s research and engineering since 1938.  It was Dessauer who first brought Carlson’s invention to the attention of Joseph Wilson.  Brooks noticed a greeting card from fellow employees calling Dessauer the “Wizard.”

Dr. Dessauer told Brooks about the old days.  Dessauer said money was the main problem.  Many team members gambled heavily on the xerox project.  Dessauer himself mortgaged his house.  Early on, team members would often say the damn thing would never work.  Even if it did work, the marketing people said there was only a market for a few thousand of the machines.

Next Brooks spoke with Dr. Harold E. Clark, who had been a professor of physics before coming to Haloid in 1949.  Dr. Clark was in charge of the xerography-development program under Dr. Dessauer.  Dr. Clark told Brooks that Chet Carlson’s invention was amazing.  Also, no one else invented something similar at the same time, unlike the many simultaneous discoveries in scientific history.  The only problem, said Dr. Clark, was that it wasn’t a good product.

The main trouble was that Carlson’s photoconductive surface, which was coated with sulphur, lost its qualities after it had made a few copies and became useless.  Acting on a hunch unsupported by scientific theory, the Battelle researchers tried adding to the sulphur a small quantity of selenium, a non-metallic element previously used chiefly in electrical resistors and as a coloring material to redden glass.  The selenium-and-sulphur surface worked a little better than the all-sulphur one, so the Battelle men tried adding a little more selenium.  More improvement.  They gradually kept increasing the percentage until they had a surface consisting entirely of selenium – no sulphur.  That one worked best of all, and thus it was found, backhandedly, that selenium and selenium alone could make xerography practical.

Dr. Clark went on to tell Brooks that they basically patented one of the elements, of which there are not many more than one hundred.  What is more, they still don’t understand how it works.  There are no memory effects – no traces of previous copies are left on the selenium drum.  A selenium-coated drum in the lab can last a million processes, or theoretically an infinite number.  They don’t understand why.  Dr. Clark concluded that they combined “Yankee tinkering and scientific inquiry.”

Brooks spoke with Linowitz, who only had a few minutes because he had just been appointed U.S. Ambassador to the Organization of American States.  Linowitz told him:

…the qualities that made for the company’s success were idealism, tenacity, the courage to take risks, and enthusiasm.

Joseph Wilson told Brooks that his second major had been English literature.  He thought he would be a teacher or work in administration at a university.  Somehow he ended up at Harvard Business School, where he was a top student.  After that, he joined Haloid, the family business, something he’d never planned on doing.

Regarding the company’s support of the U.N., Wilson explained that world cooperation was the company’s business, because without it there would be no world and thus no business.  He went on to explain that elections were not the company’s business.  But university education, civil rights, and employment of African-Americans were their business, to name just a few examples.  So far, at least, Wilson said there hadn’t been a conflict between their civic duties and good business.  But if such a conflict arose, he hoped that the company would honor its civic responsibilities.

 

MAKING THE CUSTOMERS WHOLE

On November 19th, 1963, the Stock Exchange became aware that two of its member firms – J. R. Williston & Beane, Inc., and Ira Haupt & Co. – were in serious financial trouble.  This later became a crisis that was made worse by the assassination of JFK on November 22, 1963.  Brooks:

It was the sudden souring of a speculation that these two firms (along with various brokers not members of the Stock Exchange) had become involved in on behalf of a single customer – the Allied Crude Vegetable Oil & Refining Co., of Bayonne, New Jersey.  The speculation was in contracts to buy vast quantities of cotton-seed oil and soybean oil for future delivery.

Brooks then writes:

On the two previous business days – Friday the fifteenth and Monday the eighteenth – the prices had dropped an average of a little less than a cent and a half per pound, and as a result Haupt had demanded that Allied put up about fifteen million dollars in cash to keep the account seaworthy.  Allied had declined to do this, so Haupt – like any broker when a customer operating on credit has defaulted – was faced with the necessity of selling out the Allied contracts to get back what it could of its advances.  The suicidal extent of the risk that Haupt had undertaken is further indicated by the fact that while the firm’s capital in early November had amounted to only about eight million dollars, it had borrowed enough money to supply a single customer – Allied – with some thirty-seven million dollars to finance the oil speculations.  Worse still, as things turned out it had accepted as collateral for some of these advances enormous amounts of actual cottonseed oil and soybean oil from Allied’s inventory, the presence of which in tanks at Bayonne was attested to by warehouse receipts stating the precise amount and kind of oil on hand.  Haupt had borrowed the money it supplied Allied from various banks, passing along most of the warehouse receipts to the banks as collateral.  All this would have been well and good if it had not developed later that many of the warehouse receipts were forged, that much of the oil they attested to was not, and probably never had been, in Bayonne, and that Allied’s President, Anthony De Angelis (who was later sent to jail on a whole parcel of charges), had apparently pulled off the biggest commercial fraud since that of Ivar Kreuger, the match king.

What began to emerge as the main issue was that Haupt had about twenty thousand individual stock-market customers, who had never heard of Allied or commodity trading.  Williston & Beane had nine thousand individual customers.  All these accounts were frozen when the two firms were suspended by the Stock Exchange.  (Fortunately, the customers of Williston & Beane were made whole fairly rapidly.)

The Stock Exchange met with its member firms.  They decided to make the customers of Haupt whole.  G. Keith Funston, President of the Stock Exchange, urged the member firms to take over the matter.  The firms replied that the Stock Exchange should do it.  Funston replied, “If we do, you’ll have to repay us the amount we pay out.”  So it was agreed that the payment would come out of the Exchange’s treasury, to be repaid later by the member firms.

Funston next led the negotiations with Haupt’s creditor banks.  Their unanimous support was essential.  Chief among the creditors were four local banks – Chase Manhattan, Morgan Guaranty Trust, First National City, and Manufacturers Hanover Trust.  Funston proposed that the Exchange would put up the money to make the Haupt customers whole – about seven and a half million dollars.  In return, for every dollar the Exchange put up, the banks would agree to defer collection on two dollars.  So the banks would defer collection on about fifteen million.

The banks agreed to this on the condition that the Exchange’s claim to get back any of its contribution would come after the banks’ claims for their loans.  Funston and his associates at the Exchange agreed to that.  After more negotiating, there was a broad agreement on the general plan.

Early on Saturday, the Exchange’s board met and learned from Funston what was proposed.  Almost immediately, several governors rose to state that it was a matter of principle.  And so the board agreed with the plan.  Later, Funston and his associates decided to put the Exchange’s chief examiner in charge of the liquidation of Haupt in order to ensure that its twenty thousand individual customers were made whole as soon as the Exchange had put up the cash.  (The amount of cash would be at least seven and a half million, but possibly as high as twelve million.)

Fortunately, the American banks eventually all agreed to the final plan put forth by the Exchange.  Brooks notes that the banks were “marvels of cooperation.”  But agreement was still needed from the British banks.  Initially, Funston was going to make the trip to England, but he couldn’t be spared.

Several other governors quickly volunteered to go, and one of them, Gustave L. Levy, was eventually selected, on the ground that his firm, Goldman, Sachs & Co., had had a long and close association with Kleinwort, Benson, one of the British banks, and that Levy himself was on excellent terms with some of the Kleinwort, Benson partners.

The British banks were very unhappy.  But since their loans to Allied were unsecured, they didn’t have any room to negotiate.  Still, they asked for time to think the matter over.  This gave Levy an opportunity to meet with this Kleinwort, Benson friends.  Brooks:

The circumstances of the reunion were obviously less than happy, but Levy says that his friends took a realistic view of their situation and, with heroic objectivity, actually helped their fellow-Britons to see the American side of the question.

The market was closed Monday for JFK’s funeral.  Funston was still waiting for the call from Levy.  After finally getting agreement from all the British banks, Levy placed the call to Funston.

Funston felt at this point that the final agreement had been wrapped up, since all he needed was the signatures of the fifteen Haupt general partners.  The meeting with the Haupt partners ended up taking far longer than expected.  Brooks:

One startling event broke the even tenor of this gloomy meeting… someone noticed an unfamiliar and strikingly youthful face in the crowd and asked its owner to identify himself.  The unhesitating reply was, ‘I’m Russell Watson, a reporter for the Wall Street Journal.’  There was a short, stunned silence, in recognition of the fact that an untimely leak might still disturb the delicate balance of money and emotion that made up the agreement.  Watson himself, who was twenty-four and had been on the Journal for a year, has since explained how he got into the meeting, and under what circumstances he left it.  ‘I was new on the Stock Exchange beat then,’ he said afterward.  ‘Earlier in the day, there had been word that Funston would probably hold a press conference sometime that evening, so I went over to the Exchange.  At the main entrance, I asked a guard where Mr. Funston’s conference was.  The guard said it was on the sixth floor, and ushered me into an elevator.  I suppose he thought I was a banker, a Haupt partner, or a lawyer.  On the sixth floor, people were milling around everywhere.  I just walked off the elevator and into the office where the meeting was – nobody stopped me.  I didn’t understand much of what was going on.  I got the feeling that whatever was at stake, there was general agreement but still a lot of haggling over details to be done.  I didn’t recognize anybody there but Funston.  I stood around quietly for about five minutes before anybody noticed me, and then everybody said, pretty much at once, “Good God, get out of here!”  They didn’t exactly kick me out, but I saw it was time to go.’

At fifteen minutes past midnight, finally all the parties signed an agreement.

As soon as the banks opened on Tuesday, the Exchange deposited seven and a half million dollars in an account on which the Haupt liquidator – James P. Mahony – could draw.  The stock market had its greatest one-day rise in history.  A week later, by December 2, $1,750,000 had been paid out to Haupt customers.  By December 12, it was $5,400,000.  And by Christmas, it was $6,700,000.  By March 11, the pay-out had reached nine and a half million dollars and all the Haupt customers had been made whole.

  • Note:  $9.5 million in 1963 would be approximately $76 million dollars today (in 2018), due to inflation.

Brooks describes the reaction:

In Washington, President Johnson interrupted his first business day in office to telephone Funston and congratulate him.  The chairman of the S.E.C., William L. Cary, who was not ordinarily given to throwing bouquets at the Stock Exchange, said in December that it had furnished ‘a dramatic, impressive demonstration of its strength and concern for the public interest.’

Brooks later records:

Oddly, almost no one seems to have expressed gratitude to the British and American banks, which recouped something like half of their losses.  It may be that people simply don’t thank banks, except in television commercials.

 

THE IMPACTED PHILOSOPHERS

Brooks opens this chapter by observing that communication is one of the biggest problems in American industry.  (Remember he was writing in the 1960’s).  Brooks:

This preoccupation with the difficulty of getting a thought out of one head and into another is something the industrialists share with a substantial number of intellectuals and creative writers, more and more of whom seemed inclined to regard communication, or the lack of it, as one of the greatest problems not just of industry, but of humanity.

Brooks then adds:

What has puzzled me is how and why, when foundations sponsor one study of communication after another, individuals and organizations fail so consistently to express themselves understandably, or how and why their listeners fail to grasp what they hear.

A few years ago, I acquired a two-volume publication of the United States Government Printing Office entitled Hearings Before the Subcommittee on Antitrust and Monopoly of the Committee on the Judiciary, United States Senate, Eighty-Seventh Congress, First Session, Pursuant to S. Res. 52, and after a fairly diligent perusal of its 1,459 pages I thought I could begin to see what the industrialists are talking about.

The hearings were conducted in April, May, and June of 1961 under the chairmanship of Senator Estes Kefauver of Tennessee.  They concerned price-fixing and bid-rigging in conspiracies in the electrical-manufacturing industry.  Brooks:

…Senator Kefauver felt that the whole matter needed a good airing.  The transcript shows that it got one, and what the airing revealed – at least within the biggest company involved – was a breakdown in intramural communication so drastic as to make the building of the tower of Babel seem a triumph of organizational rapport.

Brooks explains a bit later:

The violations, the government alleged, were committed in connection with the sale of large and expensive pieces of apparatus of a variety that is required chiefly by public and private electric-utility companies (power transformers, switchgear assemblies, and turbine-generator units, among many others), and were the outcome of a series of meetings attended by executives of the supposedly competing companies – beginning at least as early as 1956 and continuing into 1959 – at which noncompetitive price levels were agreed upon, nominally sealed bids on individual contracts were rigged in advance, and each company was allocated a certain percentage of the available business.

Brooks explains that in an average year at the time of the conspiracies, about $1.75 billion – $14 billion in 2019 dollars – was spent on the sorts of machines in question, with nearly a quarter of that local, state, and federal government spending.  Brooks gives a specific example, a 500,000-kilowatt turbine-generator, which sold for about $16 million (nearly $130 million in 2019 dollars), but was often discounted by 25 percent.  If the companies wanted to, they could effectively charge $4 million extra (nearly $32 million extra in 2019 dollars).  Any such additional costs as a result of price-fixing would, in the case of government purchases, ultimately fall on the taxpayer.

Brooks again:

To top it all off, there was a prevalent suspicion of hypocrisy in the very highest places.  Neither the chairman of the board nor the president of General Electric, the largest of the corporate defendants, had been caught on the government’s dragnet, and the same was true of Westinghouse Electric, the second-largest;  these four ultimate bosses let it be known that they had been entirely ignorant of what had been going on within their commands right up to the time the first testimony on the subject was given to the Justice Department.  Many people, however, were not satisfied by these disclaimers, and, instead, took the position that the defendant executives were men in the middle, who had broken the law only in response either to actual orders or to a corporate climate favoring price-fixing, and who were now being allowed to suffer for the sins of their superiors.  Among the unsatisfied was Judge Ganey himself, who said at the time of the sentencing, ‘One would be most naive indeed to believe that these violations of the law, so long persisted in, affecting so large a segment of the industry, and, finally, involving so many millions upon millions of dollars, were facts unknown to those responsible for the conduct of the corporation… I am convinced that in the great number of these defendants’ cases, they were torn between conscience and approved corporate policy, with the rewarding objectives of promotion, comfortable security, and large salaries.’

General Electric got most of the attention.  It was, after all, by far the largest of those companies involved.  General Electric penalized employees who admitted participation in the conspiracy.  Some saw this as good behavior, while others thought it was G.E. trying to save higher-ups by making a few sacrifices.

G.E. maintained that top executives didn’t know.  Judge Ganey thought otherwise.  But Brooks realized it couldn’t be determined:

…For, as the testimony shows, the clear waters of moral responsibility at G.E. became hopelessly muddied by a struggle to communicate – a struggle so confused that in some cases, it would appear, if one of the big bosses at G.E. had ordered a subordinate to break the law, the message would somehow have been garbled in its reception, and if the subordinate had informed the boss that he was holding conspiratorial meetings with competitors, the boss might well have been under the impression that the subordinate was gossiping idly about lawn parties or pinochle lessons.

G.E., for at least eight years, has had a rule, Directive Policy 20.5, which explicitly forbids price-fixing, bid-rigging, and similar anticompetitive practices.  The company regularly reissued 20.5 to new executives and asked them to sign their names to it.

The problem was that many, including those who signed, didn’t take 20.5 seriously.  They thought it was just a legal device.  They believed that meeting illegally with competitors was the accepted and standard practice.  They concluded that if a superior told them to comply with 20.5, he was actually ordering him to violate it.  Brooks:

Illogical as it might seem, this last assumption becomes comprehensible in light of the fact that, for a time, when some executives orally conveyed, or reconveyed, the order, they were apparently in the habit of accompanying it with an unmistakable wink.

Brooks gives an example of just such a meeting of sales managers in May 1948.  Robert Paxton, an upper-level G.E. executive who later became the company’s president, addressed the group and gave the usual warnings about antitrust violations.  William S. Ginn, a salesman under Paxton, interjected, “We didn’t see you wink.”  Paxton replied, “There was no wink.  We mean it, and these are the orders.”

Senator Kefauver asked Paxton how long he had known about such winks.  Paxton said that in 1935, he saw his boss do it following an order.  Paxton recounts that he became incensed.  Since then, he had earned a reputation as an antiwink man.

In any case, Paxton’s seemingly unambiguous order in 1948 failed to get through to Ginn, who promptly began pricing-fixing with competitors.  When asked about it thirteen years later, Ginn – having recently gotten out of jail and having lost his $135,000 a year job at G.E. – said he had gotten a contrary order from two other superiors, Henry V. B. Erben and Francis Fairman.  Brooks:

Erben and Fairman, Ginn said, had been more articulate, persuasive, and forceful in issuing their order than Paxton had been in issuing his;  Fairman, especially, Ginn stressed, had proved to be ‘a great communicator, a great philosopher, and, frankly, a great believer in stability of prices.’  Both Erben and Fairman had dismissed Paxton as naive, Ginn testified, and, in further summary of how he had been led astray, he said that ‘the people who were advocating the Devil were able to sell me better than the philosophers that were selling me the Lord.’

Unfortunately, Erben and Fairman had passed away before the hearing.  So we don’t have their testimonies.  Ginn consistently described Paxton as a philosopher-salesman on the side of the Lord.

In November, 1954, Ginn was made general manager of the transformer division.  Ralph J. Cordiner, chairman of the board at G.E. since 1949, called Ginn down to New York to order him to comply strictly with Directive 20.5.  Brooks:

Cordiner communicated this idea so successfully that it was clear enough to Ginn at the moment, but it remained so only as long as it took him, after leaving the chairman, to walk to Erben’s office.

Erben, Ginn’s direct superior, countermanded Cordiner’s order.

Erben’s extraordinary communicative prowess carried the day, and Ginn continued to meet with competitors.

At the end of 1954, Paxton took over Erben’s job and was thus Ginn’s direct superior.  Ginn kept meeting with competitors, but he didn’t tell Paxton about it, knowing his opposition to the practice.

In January 1957, Ginn became general manager of G.E.’s turbine-generator division.  Cordiner called him down again to instruct him to follow 20.5.  This time, however, Ginn got the message.  Why?  “Because my air cover was gone,” Ginn explained to the Subcommittee.  Brooks:

If Erben, who had not been Ginn’s boss since late in 1954, had been the source of his air cover, Ginn must have been without its protection for over two years, but, presumably, in the excitement of the price war he had failed to notice its absence.

In any case, Ginn apparently had reformed.  Ginn circulated copies of 20.5 among all his division managers.  He then instructed them not to even socialize with competitors.

It appears that Ginn had not been able to impart much of his shining new philosophy to others, and that at the root of his difficulty lay that old jinx, the problem of communicating.

Brooks quotes Ginn:

‘I have got to admit that I made a communication error.  I didn’t sell this thing to the boys well enough… The price is so important in the complete running of a business that, philosophically, we have got to sell people not only just the fact that it is against the law, but… that it shouldn’t be done for many, many reasons.  But it has got to be a philosophical approach and a communication approach…’

Frank E. Stehlik was general manager of the low-voltage-switchgear department from May, 1956 to February, 1960.  Stehlik not only heard 20.5 directly from his superiors in oral and written communications.  But, in addition, Stehlik was open to a more visceral type of communication he called “impacts.”  Brooks explains:

Apparently, when something happened within the company that made an impression on him, he would consult an internal sort of metaphysical voltmeter to ascertain the force of the jolt he had received, and, from the reading he got, would attempt to gauge the true drift of company policy.

In 1956, 1957, and for most of 1958, Stehlik believed that company policy clearly required compliance with 20.5.  But in the fall of 1958, Stehlik’s immediate superior, George E. Burens, told him that Paxton had told him (Burens) to have lunch with a competitor.  Paxton later testified that he categorically told Burens not to discuss prices.  But Stehlik got a different impression.

In Stehlik’s mind, this fact made an “impact.”  He felt that company policy was now in favor of disobeying 20.5.  So, late in 1958, when Burens told him to begin having price meetings with a competitor, he was not at all surprised.  Stehlik complied.

Brooks next describes the communication problem from the point of view of superiors.  Raymond W. Smith was general manager of G.E.’s transformer division, while Arthur F. Vinson was vice-president in charge G.E.’s apparatus group.  Vinson ended up becoming Smith’s immediate boss.

Smith testified that Cordiner gave him the usual order on 20.5.  But late in 1957, price competition for transformers was so intense that Smith decided on his own to start meeting with competitors to see if prices could be stabilized.  Smith thought company policy and industry practice both supported his actions.

When Vinson became Smith’s boss, Smith felt he should let him know what he was doing.  So on several occasions, Smith told Vinson, “I had a meeting with the clan this morning.”

Vinson, in his testimony, said he didn’t even recall Smith use the phrase, “meeting of the clan.”  Vinson only recalled that Smith would say things like, “Well, I am going to take this new plan on transformers and show it to the boys.”  Vinson testified that he thought Smith meant the G.E. district salespeople and the company’s customers.  Vinson claimed to be shocked when he learned that Smith was referring to price-fixing meetings with competitors.

But Smith was sure that his communication had gotten through to Vinson.  “I never got the impression that he misunderstood me,” Smith testified.

Senator Kefauver asked Vinson if he was so naive as to not know to whom “the boys” referred.  Vinson replied, “I don’t think it is too naive.   We have a lot of boys… I may be naive, but I am certainly telling the truth, and in this kind of thing I am sure I am naive.”

Kefauver pressed Vinson, asking how he could have become vice-president at $200,000 a year if he were naive.  Vinson:  “I think I could well get there by being naive in this area.  It might help.”

Brooks asks:

Was Vinson really saying to Kefauver what he seemed to be saying – that naivete about antitrust violations might be a help to a man in getting and holding a $200,000-a-year job at General Electric?  It seems unlikely.  And yet what else could he have meant?

Vinson was also implicated in another part of the case.  Four switchgear executives – Burens, Stehlik, Clarence E. Burke, and H. Frank Hentschel – testified before the grand jury (and later before the Subcommittee) that in mid-1958, Vinson had lunch with them in Dining Room B of G.E.’s switchgear works in Philadelphia, and that Vinson told them to hold price meetings with competitors.

This led the four switchgear executives to hold a series of meetings with competitors.  But Vinson told prosecutors that the lunch never took place and that he had had no knowledge at all of the conspiracy until the case broke.  Regarding the lunch, Burens, Stehlik, Burke, and Hentschel all had lie-detector tests, given by the F.B.I., and passed them.

Brooks writes:

Vinson refused to take a lie-detector test, at first explaining that he was acting on advice of counsel and against his personal inclination, and later, after hearing how the four other men had fared, arguing that if the machine had not pronounced them liars, it couldn’t be any good.

It was shown that there were only eight days in mid-1958 when Burens, Stehlik, Burke, and Hentschel all had been together at the Philadelphia plant and could have had lunch together.  Vinson produced expense accounts showing that he had been elsewhere on each of those eight days.  So the Justice Department dropped the case against Vinson.

The upper level of G.E. “came through unscathed.”  Chairman Cordiner and President Paxton did seem to be clearly against price-fixing, and unaware of all the price-fixing that had been occurring.  Paxton, during his testimony, said that he learned from his boss, Gerard Swope, that the ultimate goal of business was to produce more goods for people at lower cost.  Paxton claimed to be deeply impacted by this philosophy, explaining why he was always strongly against price-fixing.

Brooks concludes:

Philosophy seems to have reached a high point at G.E., and communication a low one.  If executives could just learn to understand one another, most of the witnesses said or implied, the problem of antitrust violations would be solved.  But perhaps the problem is cultural as well as technical, and has something to do with a loss of personal identity that comes with working in a huge organization.  The cartoonist Jules Feiffer, contemplating the communication problem in a nonindustrial context, has said, ‘Actually, the breakdown is between the person and himself.  If you’re not able to communicate successfully between yourself and yourself, how are you supposed to make it with the strangers outside?’  Suppose, purely as a hypothesis, that the owner of a company who orders his subordinates to obey the antitrust laws has such poor communication with himself that he does not really know whether he wants the order to be complied with or not.  If his order is disobeyed, the resulting price-fixing may benefit his company’s coffers;  if it is obeyed, then he has done the right thing.  In the first instance, he is not personally implicated in any wrongdoing, while in the second he is positively involved in right doing.  What, after all, can he lose?  It is perhaps reasonable to suppose that such an executive will communicate his uncertainty more forcefully than his order.

 

THE LAST GREAT CORNER

Piggly Wiggly Stores – a chain of retail self-service markets mostly in the South and West, and headquartered in Memphis – was first listed on the New York Stock Exchange in June, 1922.  Clarence Saunders was the head of Piggly Wiggly.  Brooks describes Saunders:

…a plump, neat, handsome man of forty-one who was already something of a legend in his home town, chiefly because of a house he was putting up there for himself.  Called the Pink Palace, it was an enormous structure faced with pink Georgia marble and built around an awe-inspiring white-marble Roman atrium, and, according to Saunders, it would stand for a thousand years.  Unfinished though it was, the Pink Palace was like nothing Memphis had ever seen before.  Its grounds were to include a private golf course, since Saunders liked to do his golfing in seclusion.

Brooks continues:

The game of Corner – for in its heyday it was a game, a high-stakes gambling game, pure and simple, embodying a good many of the characteristics of poker – was one phase of the endless Wall Street contest between bulls, who want the price of a stock to go up, and bears, who want it to go down.  When a game of Corner was underway, the bulls’ basic method of operation was, of course, to buy stock, and the bears’ was to sell it.

Since most bears didn’t own the stock, they would have to conduct a short sale.  This means they borrow stock from a broker and sell it.  But they must buy the stock back later in order to return it to the broker.  If they buy the stock back at a lower price, then the difference between where they initially sold the stock short, and where they later buy it back, represents their profit.  If, however, they buy the stock back at a higher price, then they suffer a loss.

There are two related risks that the short seller (the bear) faces.  First, the short seller initially borrows the stock from the broker in order to sell it.  If the broker is forced to demand the stock back from the short seller – either because the “floating supply” needs to be replenished, or because the short seller has insufficient equity (due to the stock price moving to high) – then the short seller can be forced to take a loss.  Second, technically there is no limit to how much the short seller can lose because there is no limit to how high a stock can go.

The danger of potentially unlimited losses for a short seller can be exacerbated in a Corner.  That’s because the bulls in a Corner can buy up so much of the stock that there is very little supply of it left.  As the stock price skyrockets and the supply of stock shrinks, the short seller can be forced to buy the stock back – most likely from the bulls – at an extremely high price.  This is precisely what the bulls are trying to accomplish in a Corner.

On the other hand, if the bulls end up owning most of the publicly available stock, and if the bears can ride out the Corner, then to whom can the bulls sell their stock?  If there are virtually no buyers, then the bulls have no chance of selling most of their holding.  In this case, the bulls can get stuck with a mountain of stock they can’t sell.  The achievable value of this mountain can even approach zero in some extreme cases.

Brooks explains that true Corners could not happen after the new securities legislation in the 1930’s.  Thus, Saunders was the last intentional player of the game.

Saunders was born to a poor family in Amherst County, Virginia, in 1881.  He started out working for practically nothing for a local grocer.  He then worked for a wholesale grocer in Clarksville, Tennessee, and then for another one in Memphis.  Next, he organized a retail food chain, which he sold.  Then he was a wholesale grocer before launching the retail self-service food chain he named Piggly Wiggly Stores.

By the fall of 1922, there were over 1,200 Piggly Wiggly Stores.  650 of these were owned outright by Saunders’ Piggly Wiggly Stores, Inc.  The rest were owned independently, but still paid royalties to the parent company.  For the first time, customers were allowed to go down any aisle and pick out whatever they wanted to buy.  Then they paid on their way out of the store.  Saunders didn’t know it, but he had invented the supermarket.

In November, 1922, several small companies operating Piggly Wiggly Stores in New York, New Jersey, and Connecticut went bankrupt.  These were independently owned, having nothing to do with Piggly Wiggly Stores, Inc.  Nonetheless, several stock-market operators saw what they believed was a golden opportunity for a bear raid.  Brooks:

If individual Piggly Wiggly stores were failing, they reasoned, then rumors could be spread that would lead the uninformed public to believe that the parent firm was failing, too.  To further this belief, they began briskly selling Piggly Wiggly short, in order to force the price down.  The stock yielded readily to their pressure, and within a few weeks its price, which earlier in the year had hovered around fifty dollars a share, dropped to below forty.

Saunders promptly announced to the press that he was going to “beat the Wall Street professionals at their own game” through a buying campaign.  At that point, Saunders had no experience at all with owning stock, Piggly Wiggly being the only stock he had ever owned.  Moreover, there is no reason to think Saunders was going for a Corner at this juncture.  He merely wanted to support his stock on behalf of himself and other stockholders.

Saunders borrowed $10 million dollars – about $140 million in 2019 dollars – from bankers in Memphis, Nashville, New Orleans, Chattanooga, and St. Louis.  Brooks:

Legend has it that he stuffed his ten million-plus, in bills of large denomination, into a suitcase, boarded a train for New York, and, his pockets bulging with currency that wouldn’t fit in the suitcase, marched on Wall Street, ready to do battle.

Saunders later denied this, saying he conducted his campaign from Memphis.  Brooks continues:

Wherever he was at the time, he did round up a corp of some twenty brokers, among them Jesse L. Livermore, who served as his chief of staff.  Livermore, one of the most celebrated American speculators of this century, was then forty-five years old but was still occasionally, and derisively, referred to by the nickname he had earned a couple of decades earlier – the Boy Plunger of Wall Street.  Since Saunders regarded Wall Streeters in general and speculators in particular as parasitic scoundrels intent only on battering down his stock, it seemed likely that his decision to make an ally of Livermore was a reluctant one, arrived at simply with the idea of getting the enemy chieftain into his own camp.

Within a week, Saunders had bought 105,000 shares – more than half of the 200,000 shares outstanding.  By January 1923, the stock hit $60 a share, its highest level ever.  Reports came from Chicago that the stock was cornered.  The bears couldn’t find any available supply in order to cover their short positions by buying the stock back.  The New York Stock Exchange immediately denied the rumor, saying ample amounts of Piggly Wiggly stock were still available.

Saunders then made a surprising but exceedingly crafty move.  The stock was pushing $70, but Saunders ran advertisements offering to sell it for $55.  Brooks explains:

One of the great hazards in Corner was always that even though a player might defeat his opponents, he would discover that he had won a Pyrrhic victory.  Once the short sellers had been squeezed dry, that is, the cornerer might find that the reams of stock he had accumulated in the process were a dead weight around his neck;  by pushing it all back into the market in one shove, he would drive its price down close to zero.  And if, like Saunders, he had had to borrow heavily to get into the game in the first place, his creditors could be expected to close in on him and perhaps not only divest him of his gains but drive him into bankruptcy.  Saunders apparently anticipated this hazard almost as soon as a corner was in sight, and accordingly made plans to unload some of his stock before winning instead of afterward.  His problem was to keep the stock he sold from going right back into the floating supply, thus breaking his corner;  and his solution was to sell his fifty-five-dollar shares on the installment plan.

Crucially, the buyers on the installment plan wouldn’t receive the certificates of ownership until they had paid their final installment.  This meant they couldn’t sell their shares back into the floating supply until they had finished making all their installment payments.

By Monday, March 19, Saunders owned nearly all of the 200,000 shares of Piggly Wiggly stock.  Livermore had already bowed out of the affair on March 12 because he was concerned about Saunders’ financial position.  Nonetheless, Saunders asked Livermore to spring the bear trap.  Livermore wouldn’t do it.  So Saunders himself had to do it.

On Tuesday, March 20, Saunders called for delivery all of his Piggly Wiggly stock.  By the rules of the Exchange, stock so called for had to be delivered by 2:15 the following afternoon.  There were a few shares around owned in small amounts by private investors.  Short sellers were frantically trying to find these folks.  But on the whole, there were basically no shares available outside of what Saunders himself owned.

This meant that Piggly Wiggly shares had become very illiquid – there were hardly any shares trading.  A nightmare, it seemed, for short sellers.  Some short sellers bought at $90, some at $100, some at $110.  Eventually the stock reached $124.  But then a rumor reached the floor that the governors of the Exchange were considering a suspension of trading in Piggly Wiggly, as well as an extension of the deadline for short sellers.  Piggly Wiggly stock fell to $82.

The Governing Committee of the Exchange did, in fact, made such an announcement.  They claimed that they didn’t want to see a repeat of the Northern Pacific panic.  However, many wondered whether the Exchange was just helping the short sellers, among whom were some members of the Exchange.

Saunders still hadn’t grasped the fundamental problem he now faced.  He still seemed to have several million in profits.  But only if he could actually sell his shares.

Next, the Stock Exchange announced a permanent suspension of trading in Piggly Wiggly stock and a full five day extension for short sellers to return their borrowed shares.  Short sellers had until 2:15 the following Monday.

Meanwhile, Piggly Wiggly Stores, Inc., released its annual financial statement, which revealed that sales, profits, and assets had all sharply increased from the previous year.  But everyone ignored the real value of the company.  All that mattered at this point was the game.

The extension allowed short sellers the time to find shareholders in a variety of locations around the country.  These shareholders were of course happy to dig out their stock certificates and sell them for $100 a share.  In this way, the short sellers were able to completely cover their short positions by Friday evening.  And instead of paying Saunders cash for some of his shares, the short sellers gave him more shares to settle their debt, which is the last thing Saunders wanted just then.  (A few short sellers had to pay Saunders directly.)

The upshot was that all the short sellers were in the clear, whereas Saunders was stuck owning nearly every single share of Piggly Wiggly stock.  Saunders, who had already started complaining loudly, repeated his charge that Wall Street had changed its own rule in order to let “a bunch of welchers” off the hook.

In response, the Stock Exchange issued a statement explaining its actions:

‘The enforcement simultaneously of all contracts for the return of stock would have forced the stock to any price that might be fixed by Mr. Saunders, and competitive bidding for the insufficient supply might have brought about conditions illustrated by other corners, notably the Northern Pacific corner in 1901.’

Furthermore, the Stock Exchange pointed out that its own rules allowed it to suspend trading in a stock, as well as to extend the deadline for the return of borrowed shares.

It is true that the Exchange had the right to suspend trading in a stock.  But it is unclear, to say the least, about whether the Exchange had any right to postpone the deadline for the delivery of borrowed shares.  In fact, two years after Saunders’ corner, in June, 1925, the Exchange felt bound to amend its constitution with an article stating that “whenever in the opinion of the Governing Committee a corner has been created in a security listed on the Exchange… the Governing Committee may postpone the time for deliveries on Exchange contracts therein.”

 

A SECOND SORT OF LIFE

According to Brooks, other than FDR himself, perhaps no one typified the New Deal better than David Eli Lilienthal.  On a personal level, Wall Streeters found Lilienthal a reasonable fellow.  But through his association with Tennessee Valley Authority from 1933 to 1946, Lilienthal “wore horns.”  T.V.A. was a government-owned electric-power concern that was far larger than any private power corporation.  As such, T.V.A. was widely viewed on Wall Street as the embodiment of “galloping Socialism.”

In 1946, Lilienthal became the first chairman of the United States Atomic Energy Commission, which he held until February, 1950.

Brooks was curious what Lilienthal had been up to since 1950, so he did some investigating.  He found that Lilienthal was co-founder and chairman of Development & Resources Corporation.  D. & R. helps governments set up programs similar to the T.V.A.  Brooks also found that as of June, 1960, Lilienthal was a director and major shareholder of Minerals & Chemicals Corporation of America.

Lastly, Brooks discovered Lilienthal had published his third book in 1953, “Big Business: A New Era.”  In the book, he argues that:

  • the productive superiority of the United States depends on big business;
  • we have adequate safeguards against abuses by big business;
  • big businesses tend to promote small businesses, not destroy them;
  • and big business promotes individualism, rather than harms it, by reducing poverty, disease, and physical insecurity.

Lilienthal later agreed with his family that he hadn’t spent enough time on the book, although its main points were correct.  Also, he stressed that he had conceived of the book before he ever decided to transition from government to business.

In 1957, Lilienthal and his wife Helen Lamb Lilienthal had settled in a house in Princeton.  It was a few years later, at this house, that Brooks went to interview Lilienthal.  Brooks was curious to hear about how Lilienthal thought about his civic career as compared to his business career.

Lilienthal had started out as a lawyer in Chicago and he done quite well.  But he didn’t want to practice the law.  Then – in 1950 – his public career over, he was offered various professorship positions at Harvard.  He didn’t want to be a professor.  Then various law firms and businesses approached Lilienthal.  He still had no interest in practicing law.  He also rejected the business offers he received.

In May, 1950, Lilienthal took a job as a part-time consultant for Lazard Freres & Co., whose senior partner, Andre Meyer, he had met through Albert Lasker, a mutual friend.  Through Lazard Freres and Meyer, Lilienthal became a consultant and then an executive of a small company, the Minerals Separation North American Corporation.  Lazard Freres had a large interest in the concern.

The company was in trouble, and Meyer thought Lilienthal was the man to solve the case.  Through a series of mergers, acquisitions, etc., the firm went through several name changes ending, in 1960, with the name, Minerals & Chemicals Philipp Corporation.  Meanwhile, annual sales for the company went from $750,000 in 1952 to more than $274,000,000 in 1960.  (In 2019 dollars, this would be a move from $6,750,000 to $2,466,000,000.)  Brooks writes:

For Lilienthal, the acceptance of Meyer’s commission to look into the company’s affairs was the beginning of a four-year immersion in the day-to-day problems of managing a business;  the experience, he said decisively, turned out to be one of his life’s richest, and by no means only in the literal sense of that word.

Minerals Separation North American, founded in 1916 as an offshoot from a British company, was a patent firm.  It held patents on processes used to refine copper ore and other nonferrous minerals.  In 1952, Lilienthal became the president of the company.  In order to gain another source of revenue, Lilienthal arranged a merger between Minerals Separation and Attapulgus Clay Company, a producer of a rare clay used in purifying petroleum products and also a manufacturer of various household products.

The merger took place in December, 1952, thanks in part to Lilienthal’s work to gain agreement from the Attapulgus people.  The profits and stock price of the new company went up from there.  Lilienthal managed some of the day-to-day business.  And he helped with new mergers.  One in 1954, with Edgar Brothers, a leading producer of kaolin for paper coating.  Two more in 1955, with limestone firms in Ohio and Virginia.  Brooks notes that the company’s net profits quintupled between 1952 and 1955.

Lilienthal received stock options along the way.  Because the stock went up a great deal, he exercised his options and by August, 1955, Lilienthal had 40,000 shares.  Soon the stock hit $40 and was paying a $0.50 annual dividend.  Lilienthal’s financial worries were over.

Brooks asked Lilienthal how all of this felt.  Lilienthal:

‘I wanted an entrepreneurial experience.  I found a great appeal in the idea of taking a small and quite crippled company and trying to make something of it.  Building.  That kind of building, I thought, is the central thing in American free enterprise, and something I’d missed in all my government work.  I wanted to try my hand at it.  Now, about how it felt.  Well, it felt plenty exciting.  It was full of intellectual stimulation, and a lot of my old ideas changed.  I conceived a great new respect for financiers – men like Andre Meyer.  There’s a correctness about them, a certain high sense of honor, that I’d never had any conception of.  I found that business life is full of creative, original minds – along with the usual number of second-guessers, of course.  Furthermore, I found it seductive.  In fact, I was in danger of becoming a slave… I found that the things you read – for instance, that acquiring money for its own sake can become an addiction if you’re not careful – are literally true.  Certain good friends helped keep me on track… Oh, I had my problems.  I questioned myself at every step.  It was exhausting.’

A friend of Lilienthal’s told Brooks that Lilienthal had a marvelous ability to immerse himself totally in the work.  The work may not always be important.  But Lilienthal becomes so immersed, it’s as if the work becomes important simply because he’s doing it.

On the matter of money, Lilienthal said it doesn’t make much difference as long as you have enough.  Money was something he never really thought about.

Next Brooks describes Lilienthal’s experience at Development & Resources Corporation.  The situation became ideal for Lilienthal because it combined helping the world directly with the possibility of also earning a profit.

In the spring of 1955, Lilienthal and Meyer had several conversations.  Lilienthal told Meyer that he knew dozens of foreign dignitaries and technical personnel who had visited T.V.A. and shown strong interest.  Many of them told Lilienthal that at least some of their own countries would be interested in starting similar programs.

The idea for D. & R. was to accomplish very specific projects and, incidentally, to make a profit.  Meyer liked the idea – although he expected no profit – so they went forward, with Lazard Freres owning half the firm.  The executive appointments for D.& R. included important alumni from T.V.A., people with deep experience and knowledge in management, engineering, dams, electric power, and related areas.

In September, 1955, Lilienthal was at a World Bank meeting in Istanbul and he ended up speaking with Abolhassan Ebtehaj, head of a 7-year development plan in Iran.  Iran had considerable capital with which to pay for development projects, thanks to royalties from its nationalized oil industry.  Moreover, what Iran badly needed was technical and professional guidance.  Lilienthal and a colleague later visited Iran as guests of the Shah to see what could be done about Khuzistan.

Lilienthal didn’t know anything about the region at first.  But he learned that Khuzistan was in the middle of the Old Testament Elamite kingdom and later of the Persian Empire.  The ruins of Persepolis are close by.  The ruins of Susa, where King Darius had a winter palace, are at the center of Khuzistan.  Brooks quotes Lilienthal (in the 1960’s):

Nowadays, Khuzistan is one of the world’s richest oil fields  – the famous Abadan refinery is at its southern tip – but the inhabitants, two and a half million of them, haven’t benefited from that.  The rivers have flowed unused, the fabulously rich soil has lain fallow, and all but a tiny fraction of the people have continued to live in desperate poverty.

D. & R. signed a 5-year agreement with the Iranian government.  Once the project got going, there were 700 people working on it – 100 Americans, 300 Iranians, and 300 others (mostly Europeans).  In addition, 4,700 Iranian-laborers were on the various sites.  The entire project called for 14 dams on 5 different rivers.  After D. & R. completed its first 5-year contract, they signed a year-and-a-half extension including an option for an additional 5 years.

Brooks records:

While the Iranian project was proceeding, D. & R. was also busy lining up and carrying out its programs for Italy, Colombia, Ghana, the Ivory Coast, and Puerto Rico, as well as programs for private business groups in Chile and the Philippines.  A job that D. & R. had just taken on from the United States Army Corps of Engineers excited Lilienthal enormously – an investigation of the economic impact of power from a proposed dam on the Alaskan sector of the Yukon, which he described as ‘the river with the greatest hydroelectric potential remaining on this continent.’  Meanwhile, Lazard Freres maintained its financial interest in the firm and now very happily collected its share of a substantial annual profit, and Lilienthal happily took to teasing Meyer about his former skepticism as to D. & R. financial prospects.

Lilienthal wrote in his journal about the extreme poverty in Ahwaz, Khuzistan:

…visiting villages and going into mud ‘homes’ quite unbelievable – and unforgettable forever and ever.  As the Biblical oath has it:  Let my right hand wither if I ever forget how some of the most attractive of my fellow human beings live – are living tonight, only a few kilometres from here, where we visited them this afternoon…

And yet I am as sure as I am writing these notes that the Ghebli area, of only 45,000 acres, swallowed in the vastness of Khuzistan, will become as well known as, say, the community of Tupelo… became, or New Harmony or Salt Lake City when it was founded by a handful of dedicated men in a pass of the great Rockies.

 

STOCKHOLDER SEASON

The owners of public businesses in the United States are the stockholders.  But many stockholders don’t pay much attention to company affairs when things are going well.  Also, many stockholders own small numbers of shares, making it not seem worthwhile to exercise their rights as owners of the corporations.  Furthermore, many stockholders don’t understand or follow business, notes Brooks.

Brooks decided to attend several annual meetings in the spring of 1966.

What particularly commended the 1966 season to me was that it promised to be a particularly lively one.  Various reports of a new “hard-line approach” by company managements to stockholders had appeared in the press.  (I was charmed by the notion of a candidate for office announcing his new hard-line approach to voters right before an election.)

Brooks first attended the A. T. & T. annual meeting in Detroit.  Chairman Kappel came on stage, followed by eighteen directors who sat behind him, and he called the meeting to order.  Brooks:

From my reading and from annual meetings that I’d attended in past years, I knew that the meetings of the biggest companies are usually marked by the presence of so-called professional stockholders… and that the most celebrated members of this breed were Mrs. Wilma Soss, of New York, who heads an organization of women stockholders and votes the proxies of its members as well as her own shares, and Lewis D. Gilbert, also of New York, who represents his own holdings and those of his family – a considerable total.

Brooks learned that, apart from prepared comments by management, many big-company meetings are actually a dialogue between the chairman and a few professional stockholders.  So professional stockholders can come to represent, in a way, many other shareholders who might otherwise not be represented, whether because they own few shares, don’t follow business, or other reasons.

Brooks notes that occasionally some professional stockholders get boorish, silly, on insulting.  But not Mrs. Soss or Mr. Gilbert:

Mrs. Soss, a former public-relations woman who has been a tireless professional stockholder since 1947, is usually a good many cuts above this level.  True, she is not beyond playing to the gallery by wearing bizarre costumes to meetings;  she tries, with occasional success, to taunt recalcitrant chairmen into throwing her out;  she is often scolding and occasionally abusive;  and nobody could accuse her of being unduly concise.  I confess that her customary tone and manner set my teeth on edge, but I can’t help recognizing that, because she does her homework, she usually has a point.  Mr. Gilbert, who has been at it since 1933 and is the dean of them all, almost invariably has a point, and by comparison with his colleagues he is the soul of brevity and punctilio as well as of dedication and diligence.

At the A. T. & T. meeting, after the management-sponsored slate of directors had been duly nominated, Mrs. Soss got up to make a nomination of her own, Dr. Frances Arkin, a psychoanalyst.  Mrs. Soss said A. T. & T. ought to have a woman on its board and, moreover, she thought some of the company’s executives would have benefited from periodic psychiatric examinations.  (Brooks comments that things were put back into balance at another annual meeting when the chairman suggested that some of the firm’s stockholders should see a psychiatrist.)  The nomination of Dr. Arkin was seconded by Mr. Gilbert, but only after Mrs. Soss nudged him forcefully in the ribs.

A professional stockholder named Evelyn Y. Davis complained about the meeting not being in New York, as it usually is.  Brooks observed that Davis was the youngest and perhaps the best-looking, but “not the best-informed or the most temperate, serious-minded, or worldly-wise.”  Davis’ complaint was met with boos from the largely local crowd in Detroit.

After a couple of hours, Mr. Kappel was getting testy.  Soon thereafter, Mrs. Soss was complaining that while the business affiliations of the nominees for director were listed in the pamphlet handed out at the meeting, this information hadn’t been included in the material mailed to stockholders, contrary to custom.  Mrs. Soss wanted to know why.  Mrs. Soss adopted a scolding tone and Mr. Kappel an icy one, says Brooks.  “I can’t hear you,” Mrs. Soss said at one point.  “Well, if you’d just listen instead of talking…”, Mr. Kappel replied.  Then Mrs. Soss said something (Brooks couldn’t hear it precisely) that successfully baited the chairman, who got upset and had the microphone in front of Mrs. Soss turned off.  Mrs. Soss marched towards the platform and was directly facing Mr. Kappel.  Mr. Kappel said he wasn’t going to throw her out of the meeting as she wanted.  Mrs. Soss later returned to her seat and a measure of calm was restored.

Later, Brooks attended the annual meeting of Chas. Pfizer & Co., which was run by the chairman, John E. McKeen.  After the company announced record highs on all of its operational metrics, and predicted more of the same going forward, “the most intransigent professional stockholder would have been hard put to it to mount much of a rebellion at this particular meeting,” observes Brooks.

John Gilbert, brother of Lewis Gilbert, may have been the only professional stockholder present.  (Lewis Gilbert and Mrs. Davis were at the U.S. Steel meeting in Cleveland that day.)

John Gilbert is the sort of professional stockholder the Pfizer management deserves, or would like to think it does.  With an easygoing manner and a habit of punctuating his words with self-deprecating little laughs, he is the most ingratiating gadly imaginable (or was on this occasion; I’m told he isn’t always), and as he ran through what seemed to be the standard Gilbert-family repertoire of questions – on the reliability of the firms’s auditors, the salaries of its officers, the fees of its directors – he seemed almost apologetic that duty called on him to commit the indelicacy of asking such things.

The annual meeting of Communications Satellite Corporation had elements of farce, recounts Brooks.  (Brooks refers to Comsat as a “glamorous space-age communications company.”)  Mrs. Davis, Mrs. Soss, and Lewis Gilbert were in attendance.  The chairman of Comsat, who ran the meeting, was James McCormack, a West Point graduate, former Rhodes Scholar, and retired Air Force General.

Mrs. Soss made a speech which was inaudible because her microphone wasn’t working.  Next, Mrs. Davis rose to complain that there was a special door to the meeting for “distinguished guests.”  Mrs. Davis viewed this as undemocratic.  Mr. McCormack responded, “We apologize, and when you go out, please go by any door you want.”  But Mrs. Davis went on speaking.  Brooks:

And now the mood of farce was heightened when it became clear that the Soss-Gilbert faction had decided to abandon all efforts to keep ranks closed with Mrs. Davis.  Near the height of her oration, Mr. Gilbert, looking as outraged as a boy whose ball game is being spoiled by a player who doesn’t know the rules or care about the game, got up and began shouting, ‘Point of order!  Point of order!’  But Mr. McCormack spurned this offer of parliamentary help;  he ruled Mr. Gilbert’s point of order out of order, and bade Mrs. Davis proceed.  I had no trouble deducing why he did this.  There were unmistakable signs that he, unlike any other corporate chairman I had seen in action, was enjoying every minute of the goings on.  Through most of the meeting, and especially when the professional stockholders had the floor, Mr. McCormack wore the dreamy smile of a wholly bemused spectator.

Mrs. Davis’ speech increased in volume and content, and she started making specific accusations against individual Comsat directors.  Three security guards appeared on the scene and marched to a location near Mrs. Davis, who then suddenly ended her speech and sat down.

Brooks comments:

Once, when Mr. Gilbert said something that Mrs. Davis didn’t like and Mrs. Davis, without waiting to be recognized, began shouting her objection across the room, Mr. McCormack gave a short irrepressible giggle.  That single falsetto syllable, magnificently amplified by the chairman’s microphone, was the motif of the Comsat meeting.

 

ONE FREE BITE

Brooks writes about Donald W. Wohlgemuth, a scientist for B. F. Goodrich Company in Akron, Ohio.

…he was the manager of Goodrich’s department of space-suit engineering, and over the past years, in the process of working his way up to that position, he had had a considerable part in the designing and construction of the suits worn by our Mercury astronauts on their orbital and suborbital flights.

Some time later, the International Latex Corporation, one of Goodrich’s three main competitors in the space-suit field, contacted Wohlgemuth.

…Latex had recently been awarded a subcontract, amounting to some three-quarters of a million dollars, to do research and development on space suits for the Apollo, or man-on-the-moon, project.  As a matter of fact, Latex had won this contract in competition with Goodrich, among others, and was thus for the moment the hottest company in the space-suit field.

Moreover, Wohlgemuth was not particularly happy at Goodrich for a number of reasons.  His salary was below average.  His request for air-conditioning had been turned down.

Latex was located in Dover, Delaware.  Wohlgemuth went there to meet with company representatives.  He was given a tour of the company’s space-suit-development facilities.  Overall, he was given “a real red-carpet treatment,” as he later desribed.  Eventually he was offered the position of manager of engineering for the Industrial Products Division, which included space-suit development, at an annual salary of $13,700 (over $109,000 in 2019 dollars) – solidly above his current salary.  Wohlgemuth accepted the offer.

The next morning, Wohlgemuth informed his boss at Goodrich, Carl Effler, who was not happy.  The morning after that, Wohlgemuth told Wayne Galloway – with whom he had worked closely – of his decision.

Galloway replied that in making the move Wohlgemuth would be taking to Latex certain things that did not belong to him – specifically, knowledge of the processes that Goodrich used in making space suits.

Galloway got upset with Wohlgemuth.  Later Effler called Wohlgemuth to his office and told him he should leave the Goodrich offices as soon as possible.  Then Galloway called him and told him the legal department wanted to see him.

While he was not bound to Goodrich by the kind of contract, common in American industry, in which an employee agrees not to do similar work for any competing company for a stated period of time, he had, on his return from the Army, signed a routine paper agreeing ‘to keep confidential all information, records, and documents of the company of which I may have knowledge because of my employment’ – something Wohlgemuth had entirely forgotten until the Goodrich lawyer reminded him.  Even if he had not made that agreement, the lawyer told him now, he would be prevented from going to work on space suits for Latex by established principles of trade-secrets law.  Moreover, if he persisted in his plan, Goodrich might sue him.

To make matters worse, Effler told Wohlgemuth that if he stayed at Goodrich, this incident could not be forgotten and might well impact his future.  Wohlgemuth then informed Latex that he would be unable to accept their offer.

That evening, Wohlgemuth’s dentist put him in touch with a lawyer.  Wohlgemuth talked with the lawyer, who consulted another lawyer.  They told Wohlgemuth that Goodrich was probably bluffing and wouldn’t sue him if he went to work for Latex.

The next morning – Thursday – officials of Latex called him back to assure him that their firm would bear his legal expenses in the event of a lawsuit, and, furthermore, would indemnify him against any salary losses.

Wohlgemuth decided to work for Latex, after all, and left the offices of Goodrich late that day, taking with him no documents.

The next day, R. G. Jeter, general counsel of Goodrich, called Emerson P. Barrett, director of industrial relations for Latex.  Jeter outlined Goodrich’s concern for its trade secrets.  Barrett replied that Latex was not interested in Goodrich trade secrets, but was only interested in Wohlgemuth’s “general professional abilities.”

That evening, at a farewell dinner given by forty or so friends, Wohlgemuth was called outside.  The deputy sheriff of Summit County handed him two papers.

One was a summons to appear in the Court of Common Pleas on a date a week or so off.  The other was a copy of a petition that had been filed in the same court that day by Goodrich, praying that Wohlgemuth be permanently enjoined from, among other things, disclosing to any unauthorized person any trade secrets belonging to Goodrich, and ‘performing any work for any corporation… other than plaintiff, relating to the design, manufacture and/or sale of high-altitude pressure suits, space suits and/or similar protective garments.’

For a variety of reasons, says Brooks, the trial attracted much attention.

On one side was the danger that discoveries made in the course of corporate research might become unprotectable – a situation that would eventually lead to the drying up of private research funds.  On the other side was the danger that thousands of scientists might, through their very ability and ingenuity, find themselves permanently locked in a deplorable, and possibly unconstitutional, kind of intellectual servitude – they would be barred from changing jobs because they knew too much.

Judge Frank H. Harvey presided over the trial, which took place in Akron from November 26 to December 12.  The seriousness with which Goodrich took this case is illustrated by the fact that Jeter himself, who hadn’t tried a case in 10 years, headed Goodrich’s legal team.  The chief defense counsel was Richard A. Chenoweth, of Buckingham, Doolittle & Burroughs – an Akron law firm retained by Latex.

From the outset, the two sides recognized that if Goodrich was to prevail, it had to prove, first, that it possessed trade secrets;  second, that Wohlgemuth also possessed them, and that a substantial peril of disclosure existed;  and, third, that it would suffer irreparable injury if injunctive relief was not granted.

Goodrich attorneys tried to establish that Goodrich had a good number of space-suit secrets.  Wohlgemuth, upon cross-examination from his counsel, sought to show that none of these processes were secrets at all.  Both companies brought their space suits into the courtroom.  Goodrich wanted to show what it had achieved through research.  The Latex space suit was meant to show that Latex was already far ahead of Goodrich in space-suit development, and so wouldn’t have any interest in Goodrich secrets.

On the second point, that Wohlgemuth possessed Goodrich secrets, there wasn’t much debate.  But Wohlgemuth’s lawyers did argue that he had taken no papers with him and that he was unlikely to remember the details of complex scientific processes, even if he wanted to.

On the third point, seeking injunctive relief to prevent irreparable injury, Jeter argued that Goodrich was the clear pioneer in space suits.  It made the first full-pressure flying suit in 1934.  Since then, it has invested huge amounts in space suit research and development.  Jeter characterized Latex as a newcomer intent on profiting from Goodrich’s years of research by hiring Wohlgemuth.

Furthermore, even if Wohlgemuth and Latex had the best of intentions, Wohlgemuth would inevitably give away trade secrets.  But good intentions hadn’t been demonstrated, since Latex deliberately sought Wohlgemuth, who in turn justified his decision in part on the increase in salary.  The defense disagreed that trade secrets would be revealed or that anyone had bad intentions.  The defense also got a statement in court from Wohlgemuth in which he pledged not to reveal any trade secrets of B. F. Goodrich Company.

Judge Harvey reserved the decision for a later date.  Meanwhile, the lawyers for each side fought one another in briefs intended to sway Judge Harvey.  Brooks:

…it became increasingly clear that the essence of the case was quite simple.  For all practical purposes, there was no controversy over facts.  What remained in controversy was the answer to two questions:  First, should a man be formally restrained from revealing trade secrets when he has not yet committed any such act, and when it is not clear that he intends to?  And, secondly, should a man be prevented from taking a job simply because the job presents him with unique temptations to break the law?

The defense referred to “Trade Secrets,” written by Ridsdale Ellis and published in 1953, which stated that usually it is not until there is evidence that the employee has not lived up to the contract, written or implied, that the former employer can take action.  “Every dog has one free bite.”

On February 20, 1963, Judge Harvey delivered his decision in a 9-page essay.  Goodrich did have trade secrets.  And Wohlgemuth could give these secrets to Latex.  Furthermore, there’s no doubt Latex was seeking to get Wohlgemuth for his specialized knowledge in space suits, which would be valuable for the Apollo contract.  There’s no doubt, wrote the judge, that Wohlgemuth would be able to disclose confidential information.

However, the judge said, in keeping with the one-free-bite principle, an injunction against disclosure of trade secrets cannot be issued before such disclosure has occurred unless there is clear and substantial evidence of evil intent on the part of the defendant.  In the view of the court, Wohlgemuth did not have evil intent in this case, therefore the injunction was denied.

On appeal, Judge Arthur W. Doyle partially reversed the decision.  Judge Doyle granted an injunction against Wohlgemuth from disclosing to Latex any trade secrets of Goodrich.  On the other hand, Wohlgemuth had the right to take a job in a competitive industry, and he could use his knowledge and experience – other than trade secrets – for the benefit of his employer.  Wohlgemuth was therefore free to work on space suits for Latex, provided he didn’t reveal any trade secrets of Goodrich.

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

The Success Equation: Untangling Skill and Luck

(Image:  Zen Buddha Silence by Marilyn Barbone.)

August 15, 2021

Michael Mauboussin wrote a great book called The Success Equation: Untangling Skill and Luck in Business, Sports, and Investing (Harvard Business Press, 2012).

Here’s an outline for this blog post:

  • Understand were you are on the skill-luck continuum
  • Assess sample size, significance, and swans
  • Always consider a null hypothesis
  • Think carefully about feedback and rewards
  • Make use of counterfactuals
  • Develop aids to guide and improve your skill
  • Have a plan for strategic interactions
  • Make reversion to the mean work for you
  • Know your limitations

 

UNDERSTAND WHERE YOU ARE ON THE SKILL-LUCK CONTINUUM

If an activity is mostly skill or mostly luck, it’s generally easy to classify it as such.  But many activities are somewhere in-between the two extremes, and it’s often hard to say where it falls on the continuum between pure skill and pure luck.

An activity dominated by skill means that results can be predicted reasonably well.  (You do need to consider the rate at which skill changes, though.)  A useful statistic is one that is persistent—the current outcome is highly correlated with the previous outcome.

An activity dominated by luck means you need a very large sample to detect the influence of skill.  The current outcome is not correlated with the previous outcome.

Obviously the location of an activity on the continuum gives us guidance on how much reversion to the mean is needed in making a prediction.  In an activity that is mostly skill, the best estimate for the next outcome is the current outcome.  In an activity that is mostly luck, the best guess for the next outcome is close to the base rate (the long-term average), i.e., nearly a full reversion to the mean.

Our minds by nature usually fail to regress to the mean as much as we should.  That’s because System 1—the automatic, intuitive part of our brain—invents coherent stories based on causality.  This worked fine during most of our evolutionary history.  But when luck plays a significant role, there has to be substantial reversion to the mean when predicting the next outcome.

 

ASSESS SAMPLE SIZE, SIGNIFICANCE, AND SWANS

Even trained scientists have a tendency to believe that a small sample of a population is representative of the whole population.  But a small sample can deviate meaningfully from the larger population.

If an activity is mostly skill, then a small sample will be representative of the larger population from which it is drawn.  If an activity is mostly luck, then a small sample can be significantly different from the larger population.  A small sample is not reliable when an activity is mostly luck—we need a large sample in this case in order to glean information.

In business, it would be an error to create a sample of all the companies that used a risky strategy and won, without also taking into account all the companies that used the same strategy and lost.  A narrow sample of just the winners would obviously be a biased view of the strategy’s quality.

Also be careful not to confuse statistical significance with economic significance.  Mauboussin quotes Deirdre McCloskey and Stephen Ziliak: “Tell me the oomph of your coefficient; and do not confuse it with mere statistical significance.”

Lastly, it’s important to keep in mind that some business strategies can produce a long series of small gains, followed by a huge loss.  Most of the large U.S. banks pursued such a strategy from 2003-2007.  It would obviously be a big mistake to conclude that a long series of small gains is safe if in reality it is not.

Another example of ignoring black swans is Long-Term Capital Management.  The fund’s actual trades were making about 1% per year.  But LTCM argued that these trades had infintessimally small risk, and so they levered the trades at approximately 40:1.  Many banks didn’t charge LTCM anything for the loan because LTCM was so highly regarded at the time, having a couple of Nobel Prize winners, etc.  Then a black swan arrived—the Asian financial crisis in 1998.  LTCM’s trades went against them, and because of the astronomically high leverage, the fund imploded.

 

ALWAYS CONSIDER A NULL HYPOTHESIS

Always compare the outcomes to what would have been generated under the null hypothesis.  Many streaks can easily be explained by luck alone.

Mauboussin gives the example of various streaks of funds beating the market.  Andrew Mauboussin and Sam Arbesman did a study on this.  They assumed that the probability a given fund would beat the S&P 500 Index was equal to the fraction of active funds that beat the index during a given year.  For example, 52 percent of funds beat the S&P 500 in 1993, so the null model assigns the same percentage probability that any given fund would beat the market in that year.  Mauboussin and Arbesman then ran ten thousand random simulations.

They determined that, under the null model—pure luck and no skill—146.9 funds would have a 5-year market-beating streak, 53.6 funds would have a 6-year streak, 21.4 funds would have a 7-year streak, 7.6 funds would have an 8-year streak, and 3.0 funds would have a 9-year streak.  They compared these figures to the actual empirical frequencies:  206 funds had 5-year streaks, 119 had 6-year streaks, 75 had 7-year streaks, 23 had 8-year streaks, and 28 had 9-year streaks.

So there were many more streaks in the empirical data than the null model generated.  This meant that some of those streaks involved the existence of skill.

 

THINK CAREFULLY ABOUT FEEDBACK AND REWARDS

Everybody wants to improve.  The keys to improving performance include high-quality feedback and proper rewards.

Only a small percentage of people achieve expertise through deliberate practice.  Most people hit a performance plateau and are satisfied to stay there.  Of course, for many activities—like driving—that’s perfectly fine.

The deliberate practice required to develop true expertise involves a great deal of hard and tedious work.  It is not pleasant.  It requires thousands of hours of very focused effort.  And there must be a lot of timely and accurate feedback in order for someone to keep improving and eventually attain expertise.

Even if you’re not pursuing expertise, the keys to improvement are still focused practice and high-quality feedback.

In activities where skill plays a significant role, actual performance is a reasonable measure of progress.  Where luck plays a strong role, the focus must be on the process.  Over shorter periods of time—more specifically, over a relatively small number of trials—a good process can lead to bad outcomes, and a bad process can lead to good outcomes.  But over time, with a large number of trials, a good process will yield good outcomes overall.

The investment industry struggles in this area.  When a strategy does well over a short period of time, quite often it is marketed and new investors flood in.  When a strategy does poorly over a short period of time, very often investors leave.  Most of the time, these strategies mean revert, so that the funds that just did well do poorly and the funds that just did poorly do well.

Another area that’s gone off-track is rewards for executives.  Stock options have become a primary means of rewarding executives.  But the payoff from a stock option involves a huge amount of randomness.  In the decade of the 1990’s, even poor-performing companies saw their stocks increase a great deal.  In the decade of the 2000’s, many high-performing companies saw their stocks stay relatively flat.  So stock options on the whole have not distinguished between skill and luck.

A solution would involve having the stock be measured relative to an index or relative to an appropriate peer group.  Also, the payoff from options could happen over longer periods of time.

Lastly, although executives—like the CEO—are much more skillful than their junior colleagues, often executive success depends to a large extent on luck while the success of those lower down can be attributed almost entirely to skill.  For instance, the overall success of a company may only have a 0.3 correlation with the skill of the CEO.  And yet the CEO would be paid as if the company’s success was highly correlated with his or her skill.

 

MAKE USE OF COUNTERFACTUALS

Once we know what happened in history, hindsight bias naturally overcomes us and we forget how unpredictable the world looked beforehand.  We come up with reasons to explain past outcomes.  The reasons we invent typically make it seem as if the outcomes were inevitable when they may have been anything but.

Mauboussin says a good way to avoid hindsight bias is to engage in counterfactual thinking—a careful consideration of what could have happened but didn’t.

Mauboussin gives an example in Chapter 6 of the book: MusicLab.  Fourteen thousand people were randomly divided into 8 groups—each 10% of the total number of people—and one independent group—20% of the total number of people.  There were forty-eight songs from unknown bands.  In the independent group, each person could listen to each song and then decide to download it based on that alone.  In the other 8 groups, for each song, a person would see how many other people in his or her group had already downloaded the song.

You could get a reasonable estimate for the “objective quality” of a song by looking at how the independent group rated them.

But in the 8 “social influence” groups, strange things happened based purely on luck—or which songs were downloaded early on and which were not.  For instance, a song “Lockdown” was rated twenty-sixth in the independent group.  But it was the number-one hit in one of the social influence worlds and number forty in another.

In brief, to maintain an open mind about the future, it is very helpful to maintain an open mind about the past.  We have to work hard to overcome our natural tendency to view what happened as having been inevitable.  System 1 always creates a story based on causality—System 1 wants to explain simply what happened and close the case.

If we do the Rain Dance and it rains, then to the human brain, it looks like the dance caused the rain.

But when we engage System 2 (the logical, mathematical part of our brain)—which requires conscious effort—we can come to realize that the Rain Dance didn’t cause the rain.

 

DEVELOP AIDS TO GUIDE AND IMPROVE YOUR SKILL

Depending on where an activity lies on the pure luck to pure skill continuum, there are different ways to improve skill.

When luck predominates, to improve our skill we have to focus on learning the process for making good decisions.  A good process must be well grounded in three areas:

  • analytical
  • psychological
  • organizational

In picking an undervalued stock, the analytical part means finding a discrepancy between price and value.

The psychological part of a good process entails an identification of the chief cognitive biases, and techniques to mitigate the influence of these cognitive biases.  For example, we all tend to be wildly overconfident when we make predictions.  System 1 automatically makes predictions all the time.  Usually this is fine.  But when the prediction involves a probabilistic area of life—such as an economy, a stock market, or a political situation—System 1 makes errors systematically.  In these cases, it is essential to engage System 2 in careful statistical thinking.

The organizational part of a good process should align the interests of principals and agents—for instance, shareholders (principals) and executives (agents).  If the executives own a large chunk of stock, then their interests are much more aligned with shareholder interests.

Now consider the middle of the continuum between luck and skill.  In this area, a checklist can be very useful.  A doctor caring for a patient is focused on the primary problem and can easily forget about the simple steps required to minimize infections.  Following the suggestion of Peter Pronovost, many hospitals have introduced simple checklists.  Thousands of lives and hundreds of millions of dollars have been saved, as the checklists have significantly reduced infections and deaths related to infections.

A checklist can also help in a stressful situation.  The chemicals of stress disrupt the functioning of the frontal lobes—the seat of reason.  So a READ-DO checklist gets you to take the concrete, important steps even when you’re not thinking clearly.

Writes Mauboussin:

Checklists have never been shown to hurt performance in any field, and they have helped results in a great many instances.

Finally, anyone serious about improving their performance should write down—if possible—the basis for every decision and then measure honestly how each decision turned out.  This careful measurement is the foundation for continual improvement.

The last category involves activities that are mostly skill.  The key to improvement is deliberate practice and good feedback.  A good coach can be a great help.

Even experts benefit from a good coach.  Feedback is the single most powerful way to improve skill.  Being open to honest feedback is difficult because it means being willing to admit where we need to change.

Mauboussin concludes:

One simple and inexpensive technique for getting feedback is to keep a journal that tracks your decisions.  Whenever you make a decision, write down what you decided, how you came to that decision, and what you expect to happen.  Then, when the results of that decision are clear, write them down and compare them with what you thought would happen.  The journal won’t lie.  You’ll see when you’re wrong.  Change your behavior accordingly.

 

HAVE A PLAN FOR STRATEGIC INTERACTIONS

The weaker side won more conflicts in the twentieth century than in the nineteenth.  This is because the underdogs learned not to go toe-to-toe with a stronger foe.  Instead, the underdogs pursued alternative tactics, like guerrilla warfare.  If you’re an underdog, complicate the game by injecting more luck.

Initially weaker companies almost never succeed by taking on established companies in their core markets.  But, by pursuing disruptive innovation—as described by Professor Clayton Christensen—weaker companies can overcome stronger companies.  The weaker companies pursue what is initially a low-margin part of the market.  The stronger companies have no incentive to invest in low-margin innovation when they have healthy margins in more established areas.  But over time, the low-margin technology improves to the point where demand for it increases and profit margins typically follow.  By then, the younger companies are already ahead by a few of years, and the more established companies usually are unable to catch up.

 

MAKE REVERSION TO THE MEAN WORK FOR YOU

Mauboussin writes:

We are all in the business of forecasting.

Reversion to the mean is difficult for our brains to understand.  As noted, System 1 always invents a cause for everything that happens.  But often there is no specific cause.

Mauboussin cites an example given by Daniel Kahneman: Julie is a senior in college who read fluently when she was four years old.  Estimate her GPA.

People often guess a GPA of around 3.7.  Most people assume that being precocious is correlated with doing well in college.  But it turns out that reading at a young age is not related to doing well in college.  That means the best guess for the GPA would be much closer to the average.

Mauboussin adds:

Reversion to the mean is most pronounced at the extremes, so the first lesson is to recognize that when you see extremely good or bad results, they are unlikely to continue that way.  This doesn’t mean that good results will necessarily be followed by bad results, or vice versa, but rather that the next thing that happens will probably be closer to the average of all things that happen.

 

KNOW YOUR LIMITATIONS

There is always a great deal that we simply don’t know and can’t know.  We must develop and maintain a healthy sense of humility.

Predictions are often difficult in many situations.  The sample size and the length of time over which you measure are essential.  And you need valid data.

Moreover, things can change.  If fiscal policy has become much more stimulative than it used to be, then bear markets may—or may not—be shallower and shorter.  And stocks may generally be higher than previously, as Ben Graham pointed out in a 1963 lecture, “Securities in an Insecure World”: http://jasonzweig.com/wp-content/uploads/2015/04/BG-speech-SF-1963.pdf

If monetary policy is much more stimulative than before—including a great deal of money-printing and zero or negative interest rates—then the long-term average of stock prices could conceivably make another jump higher.

The two fundamental changes just mentioned are part of why most great value investors never try to time the market.  As Buffett has said:

  • Forecasts may tell you a great deal about the forecaster;  they tell you nothing about the future.
  • I make no effort to predict the course of general business or the stock market.  Period.
  • I don’t invest a dime based on macro forecasts.

Henry Singleton—who has one of the best capital allocation records of all time—perhaps put it best:

I don’t believe all this nonsense about market timing.  Just buy very good value and when the market is ready that value will be recognized.

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

Heads, I win; tails, I don’t lose much!

(Image:  Zen Buddha Silence by Marilyn Barbone.)

August 8, 2021

Value investor Mohnish Pabrai wrote The Dhandho Investor: The Low-Risk Value Method to High Returns (Wiley, 2007).  It’s an excellent book that captures the essence of value investing:

The lower the price you pay relative to the probable intrinsic value of the business, the higher your returns will likely be if you’re right and the lower your losses will likely be if you’re wrong.

If you have a good investment process as a value investor—whether it’s quantitative and statistical, or it involves stock-picking—then typically you’ll be right on about 60 percent of the positions.  Because losses are minimized on the other 40 percent, the portfolio is likely to do well over time.

Mohnish sums up the Dhandho approach as:

Heads, I win;  tails, I don’t lose much!

There is one very important additional idea that Mohnish focused on in his recent (October 2016) lecture at Peking University (Guanghua School of Management):

10-BAGGERS TO 100-BAGGERS

A 10-bagger is an investment that goes up 10x after you buy it.  A 100-bagger is an investment that goes up 100x after you buy it.  Mohnish gives many examples of stocks—a few of which he kept holding and many of which he sold—that later became 10-baggers, 20-baggers, up to a few 100-baggers.  If you own a stock that has already been a 2-bagger, 3-bagger, 5-bagger, etc., and you sell and the stock later turns out to be a 20-bagger, 50-bagger, or 100-bagger, often you have made a huge mistake by selling too soon.

Link to Mohnish’ lecture at Peking University:  https://www.youtube.com/watch?v=Jo1XgDJCkh4

Here’s the outline for this blog post:

    • Patel Motel Dhandho
    • Manilal Dhandho
    • Virgin Dhandho
    • Mittal Dhandho
    • The Dhandho Framework
    • Dhandho 101: Invest in Existing Businesses
    • Dhandho 102: Invest in Simple Businesses
    • Dhandho 201: Invest in Distressed Businesses in Distressed Industries
    • Dhandho 202: Invest in Businesses with Durable Moats
    • Dhandho 301: Few Bets, Big Bets, Infrequent Bets
    • Dhandho 302: Fixate on Arbitrage
    • Dhandho 401: Margin of Safety—Always!
    • Dhandho 402: Invest in Low-Risk, High-Uncertainty Businesses
    • Dhandho 403: Invest in the Copycats rather than the Innovators
    • A Short Checklist
    • Be Generous

 

PATEL MOTEL DHANDHO

(Mohnish published the book in 2007.  I will use the present tense in this blog post.)

Mohnish notes that Asian Indians make up about 1 percent of the population of the United States.  Of these three million, a small subsection hails from the Indian state of Gujarat—the birthplace of Mahatma Gandhi.  The Patels are from a tiny area in Southern Gujarat.  Mohnish:

Less than one in five hundred Americans is a Patel.  It is thus amazing that over half of all the motels in the entire country are owned and operated by Patels… What is even more stunning is that there were virtually no Patels in the United States just 35 years ago.  They started arriving as refugees in the early 1970s without much in the way of capital or education.  Their heavily accented, broken-English speaking skills didn’t improve their prospects either.  From that severely handicapped beginning, with all the odds stacked against them, the Patels triumphed.  Patels, as a group, today own over $40 billion in motel assets in the United States, pay over $725 million a year in taxes, and employ nearly a million people.  How did this small, impoverished ethnic group come out of nowhere and end up controlling such vast resources?  There is a one word explanation:  Dhandho.

Dhandho means a low-risk, high-return approach to business.  It means the upside is much larger than the downside, which is the essence of value investing.

Dhandho is all about the minimization of risk while maximizing the reward… Dhandho is thus best described as endeavors that create wealth while taking virtually no risk.

Mohnish gives a brief history of the Patels.  Some Patels had gone to Uganda and were doing well there as entrepreneurs.  But when General Idi Amin came to power as a dictator in 1972, things changed.  The Ugandan state seized all of the businesses held by Patels and other non-natives.  These businesses were nationalized, and the previous owners were paid nothing.

Because India was already dealing with a severe refugee crisis in 1972-1973, the Indian-origin population that had been tossed out of Uganda was not allowed back into India.  Many Patels settled in England and Canada, and a few thousand were accepted in the United States.

In 1973, many nondescript motels were being foreclosed and then sold at distressed prices.  “Papa Patel” realized that a motivated seller or bank might finance 90% of the purchase.  If Papa Patel could put $5,000 down, he could get a motel on the cheap.  The Patel family would run things and also live there.  So they had no salaries to pay, and no rent to pay.  With rock-bottom expenses, they could then offer the lowest nightly rates.  This would lead to higher occupancy and high profits over time, given the very low cost structure.

As long as the motel didn’t fail, it would likely be a highly profitable venture relative to the initial $5,000 investment.  If the motel did fail, Papa Patel reasoned that he and his wife could bag groceries and save close to $5,000 in a couple of years.  Then Papa Patel could find another cheap motel and make the same bet.  If the probability of failure is 10%, then the odds of two failures in a row would be 1%, while nearly every other scenario would involve a high return on investment.  Once the first motel was solidly profitable, Papa Patel could let his oldest son take over and look for the next one to buy.

The Patels kept repeating this basic approach until they owned over half the motels in the United States.

 

MANILAL DHANDHO

The Patel formula is repeatable.  It’s not just a one-time opportunity based on unique circumstances.  Consider Manilal Chaudhari, also from Gujarat, says Mohnish.

Manilal had worked hard as an accountant in India.  In 1991, with sponsorship from his brother, he migrated to the United States.  His English was not good, and he couldn’t find a job in accounting.

His first job was working 112 hours a week at a gas station at minimum wage.  Later, he got a job at a power supply manufacturing company, Cherokee International, owned by a Patel.  Manilal worked full-time at Cherokee, and kept working at the gas station as much as possible.  The Persian owner of the gas station, recognizing Manilal’s hard work, gave him a 10 percent stake in the business.

In 1998, Manilal decided he wanted to buy a business.  One of the employees at Cherokee (a Patel) told Manilal that he wanted to invest with him in whatever business he found.  In 2001, the travel industry went into a slump and motel occupancy and prices plummeted.  Manilal found a Best Western motel on sale at a terrific location.  Since everyone in the extended family had been working non-stop and saving, Manilal – along with a few Patels from Cherokee – were able to buy the Best Western.

Four years later, the Best Western had doubled in value to $9 million.  The $1.4 million invested by Manilal and a few Patels was now worth $6.7 million, an annualized return of 48 percent.  This doesn’t include annual free cash flow.  Mohnish concludes:

Now, that’s what I’d call Manilal Dhandho.  He worked hard, saved all he could, and then bet it all on a single no-brainer bet.  Reeling from the severe impact of 9/11 on travel, the motel industry was on its knees.  As prices and occupancy collapsed, Manilal stepped in and made his play.  He was on the hunt for three years.  He patiently waited for the right deal to materialize.  Classically, his story is all about Few Bets, Big Bets, Infrequent Bets.  And it’s all about only participating in coin tosses where:

Heads, I win;  tails, I don’t lose much!

 

VIRGIN DHANDHO

The year was 1984 and Richard Branson knew nothing about the airline business.  He started his entrepreneurial journey at 15 and was very successful in building an amazing music recording and distribution business.

Somebody sent Branson a business plan about starting an all business class airline flying between London and New York.  Branson noted that when an executive in the music business received a business plan to start an airline involving a 747 jumbo jet, he knew that the business plan had been turned down in at least three thousand other places before landing on his desk…

Branson decided to offer a unique dual-class service.  But when he presented the idea to his partners and senior executives at the music business, they told him he was crazy.  Branson persisted and discovered that he could lease a 747 jumbo jet from Boeing.  Branson calculated that Virgin Atlantic Airlines, if it failed, would cost $2 million.  His record company was going to earn $12 million that year and about $20 million the following year.

Branson also realized that tickets get paid about 20 days before the plane takes off.  But fuel is paid 30 days after the plane lands.  Staff wages are paid 15 to 20 days after the plane lands.  So the working capital needs of the business would be fairly low.

Branson had found a service gap and Virgin Atlantic ended up doing well.  Branson would repeat this formula in many other business opportunities:

Heads, I win;  tails, I don’t lose much!

 

MITTAL DHANDHO

Mohnish says Rajasthan is the most colorful state of India.  Marwar is a small district in the state, and the Marwaris are seen as excellent businesspeople.  Lakshmi Mittal, a Marwari entrepreneur, went from zero to a $20 billion net worth in about 30 years.  And he did it in an industry with terrible economics:  steel mills.

Take the example of the deal he created to take over the gigantic Karmet Steel Works in Kazakhstan.  The company had stopped paying its workforce because it was bleeding red ink and had no cash.  The plant was on the verge of closure with its Soviet-era managers forced to barter for steel food for its workers.  The Kazakh government was glad to hand Mr. Mittal the keys to the plant for nothing.  Not only did Mr. Mittal retain the entire workforce and run the plant, he paid all the outstanding wages and within five years had turned it into a thriving business that was gushing cash.  The workers and townsfolk literally worship Mittal as the person who saved their town from collapse.

…The same story was repeated with the Sidek Steel plant in Romania, and the Mexican government handed him the keys to the Sibalsa Mill for $220 million in 1992.  It had cost the Mexicans over $2 billion to build the plant.  Getting dollar bills at 10 cents—or less—is Dhandho on steroids.  Mittal’s approach has always been to get a dollar’s worth of assets for far less than a dollar.  And then he has applied his secret sauce of getting these monolith mills to run extremely efficiently.

Mohnish recounts a dinner he had with a Marwari friend.  Mohnish asked how Marwari businesspeople think about business.  The friend replied that they expect their entire investment to be returned as dividends within three years, with the principal still being worth at least the initial amount invested.

 

THE DHANDHO FRAMEWORK

Mohnish lays out the Dhando framework, including:

  • Invest in existing businesses.
  • Invest in simple businesses.
  • Invested in distressed businesses in distressed industries.
  • Invest in businesses with durable moats.
  • Few bets, big bets, and infrequent bets.
  • Fixate on arbitrage.
  • Margin of safety—always.
  • Invest in low-risk, high-uncertainty businesses.
  • Invest in the Copycats rather than the Innovators.

Let’s look at each point.

 

DHANDHO 101: INVEST IN EXISTING BUSINESSES

Over a long period of time, owning parts of good businesses via the stock market has been shown to be one of the best ways to preserve and grow wealth.  Mohnish writes that there are six big advantages to investing in stocks:

  • When you buy stock, you become a part owner of an existing business. You don’t have to do anything to create the business or to make the business run.
  • You can get part ownership of a compounding machine. It is simple to buy your stake, and the business is already fully staffed and running.
  • When people buy or sell entire businesses, both buyer and seller typically have a good idea of what the business is worth. It’s hard to find a bargain unless the industry is highly distressed.  In the public stock market, however, there are thousands and thousands of businesses.  Many stock prices change by 50% or more in any given year, but the intrinsic value of most businesses does not change by 50% in a given year.  So a patient investor can often find opportunities.
  • Buying an entire business usually takes serious capital. But buying part ownership via stock costs very little by comparison.  In stocks, you can get started with a tiny pool of capital.
  • There are likely over 100,000 different businesses in the world with public stock available.
  • For a long-term value investor, the transaction costs are very low (especially at a discount broker) over time.

 

DHANDHO 102: INVEST IN SIMPLE BUSINESSES

As Warren Buffett has noted, you generally do not get paid extra for degree of difficulty in investing.  There is no reason, especially for smaller investors, not to focus on simple businesses.  By patiently looking at hundreds and hundreds of microcap stocks, eventually you can find a 10-bagger, 20-bagger, or even a 100-bagger.  And the small business in question is likely to be quite simple.  With such a large potential upside, there is no reason, if you’re a small investor, to look at larger or more complicated businesses.  (The Boole Microcap Fund that I manage focuses exclusively on micro caps.)

It’s much easier to value a simple business because it usually is easier to estimate the future free cash flows.  The intrinsic value of any business—what the business is worth—is the sum of all future free cash flows discounted back to the present.  This is called the discounted cash flow (DCF) approach.  (Intrinsic value could also mean liquidation value in some cases.)

You may need to have several scenarios in your DCF analysis—a low case, a mid case, and a high case.  (What you’re really looking for is a high case that involves a 10-bagger, 20-bagger, or 100-bagger.)  But you’re still nearly always better off limiting your investments to simple businesses.

Only invest in businesses that are simple—ones where conservative assumptions about future cash flows are easy to figure out.

 

DHANDHO 201: INVEST IN DISTRESSED BUSINESSES IN DISTRESSED INDUSTRIES

The stock market is usually efficient, meaning that stock prices are usually accurate representations of what businesses are worth.  It is very difficult for an investor to do better than the overall stock market, as represented by the S&P 500 Index or another similar index.

Stock prices, in most instances, do reflect the underlying fundamentals.  Trying to figure out the variance between prices and underlying intrinsic value, for most businesses, is usually a waste of time.  The market is mostly efficient.  However, there is a huge difference between mostly and fully efficient.

Because the market is not always efficient, value investors who patiently examine hundreds of different stocks eventually will find a few that are undervalued.  Because public stock markets are highly liquid, if an owner of shares becomes fearful, he or she can quickly sell those shares.  For a privately held business, however, it usually takes months for an owner to sell the position.  Thus, a fearful owner of public stock is often more likely to sell at an irrationally low price because the sale can be completed right away.

Where can you find distressed businesses or industries?  Mohnish offers some suggestions:

  • Business headlines often include articles about distressed businesses or industries.
  • You can look at prices that have dropped the most in the past 52 weeks. You can also look at stocks trading at low price-to-earnings ratios (P/Es), low price-to-book ratios (P/Bs), high dividend yields, and so on.  Not every quantitatively cheap stock is undervalued, but some are.  There are various services that offer screening such as Value Line.
  • You can follow top value investors by reading 13-F Forms or through different services. I would only note that the vast majority of top value investors are not looking at microcap stocks.  If you’re a small investor, your best opportunities are very likely to be found among micro caps.  Very few professional investors ever look there, causing microcap stocks to be much more inefficiently priced than larger stocks.  Also, micro caps tend to be relatively simple, and they often have far more room to grow.  Most 100-baggers start out as micro caps.
  • Value Investors Club (valueinvestorsclub.com) is a club for top value investors. You can get free guest access to all ideas that are 45 days old or older.  Many cheap stocks stay cheap for a long time.  Often good ideas are still available after 45 days have elapsed.

 

DHANDHO 202: INVEST IN BUSINESSES WITH DURABLE MOATS

A moat is a sustainable competitive advantage.  Moats are often associated with capital-light businesses.  Such businesses (if successful) tend to have sustainably high ROIC (return on invested capital)—the key attribute of a sustainable competitive advantage.  Yet sometimes moats exist elsewhere and sometimes they are hidden.

Sometimes the moat is hidden.  Take a look at Tesoro Corporation.  It is in the oil refining business—which is a commodity.  Tesoro has no control over the price of its principle raw material, crude oil.  It has no control [of the price] over its principal finished good, gasoline.  Nonetheless, it has a fine moat.  Tesoro’s refineries are primarily on the West Coast and Hawaii.  Refining on the West Coast is a great business with a good moat.  There hasn’t been a refinery built in the United States for the past 20 years.  Over that period, the number of refineries has gone down from 220 to 150, while oil demand has gone up about 2 percent a year.  The average U.S. refinery is operating at well over 90 percent of capacity.  Anytime you have a surge in demand, refining margins escalate because there is just not enough capacity.

…How do we know when a business has a hidden moat and what that moat is?  The answer is usually visible from looking at its financial statements.  Good businesses with good moats… generate high returns on capital deployed in the business.  (my emphasis)

But the nature of capitalism is that any company that is earning a high return on invested capital will come under attack by other businesses that want to earn a high return on invested capital.

It is virtually a law of nature that no matter how well fortified and defended a castle is, no matter how wide or deep its moat is, no matter how many sharks or piranhas are in that moat, eventually it is going to fall to the marauding invaders.

Mohnish quotes Charlie Munger:

Of the fifty most important stocks on the NYSE in 1911, today only one, General Electric, remains in business… That’s how powerful the forces of competitive destruction are.  Over the very long term, history shows that the chances of any business surviving in a manner agreeable to a company’s owners are slim at best.

Mohnish adds:

There is no such thing as a permanent moat.  Even such invincible businesses today like eBay, Google, Microsoft, Toyota, and American Express will all eventually decline and disappear.

…It takes about 25 to 30 years from formation for a highly successful company to earn a spot on the Fortune 500… it typically takes many blue chips less than 20 years after they get on the list to cease to exist.  The average Fortune 500 business is already past its prime by the time it gets on the list.

If you’re a small investor, searching for potential 10-baggers or 100-baggers among microcap stocks makes excellent sense.  You want to find tiny companies that much later reach the Fortune 500.  You don’t want to look at companies that are already on the Fortune 500 because the potential returns are far more likely to be mediocre going forward.

 

DHANDHO 301: FEW BETS, BIG BETS, INFREQUENT BETS

Claude Shannon was a fascinating character—he often rode a unicycle while juggling, and his house was filled with gadgets.  Shannon’s master’s thesis was arguably the most important and famous master’s thesis of the twentieth century.  In it, he proposed binary digit or bit, as the basic unit of information.  A bit could have only two values—0 or 1, which could mean true or false, yes or no, or on or off.  This allowed Boolean algebra to represent any logical relationship.  This meant that the electrical switch could perform logic functions, which was the practical foundation for all digital circuits and computers.

The mathematician Ed Thorp, a colleague of Shannon’s at MIT, had discovered a way to beat the casinos at blackjack.  But Thorp was trying to figure out how to size his blackjack bets as a function of how favorable the odds were.  Someone suggested to Thorp that he talk to Shannon about it.  Shannon recalled a paper written by a Bell Labs colleague of his, John Kelly, that dealt with this question.

The Kelly criterion can be written as follows:

  • F = p – [q/o]

where

  • F = Kelly criterion fraction of current capital to bet
  • o = Net odds, or dollars won per $1 bet if the bet wins (e.g., the bet may pay 5 to 1, meaning you win $5 per each $1 bet if the bet wins)
  • p = probability of winning
  • q = probability of losing = 1 – p

The Kelly criterion has a unique mathematical property: if you know the probability of winning and the net odds (payoff), then betting exactly the percentage determined by the Kelly criterion leads to the maximum long-term compounding of capital, assuming that you’re going to make a long series of bets.  Betting any percentage that is not equal to that given by the Kelly criterion will inevitably lead to lower compound growth over a long period of time.

Thorp proceeded to use the Kelly criterion to win quite a bit of money at blackjack, at least until the casinos began taking countermeasures such as cheating dealers, frequent reshuffling, and outright banning.  But Thorp realized that the stock market was also partly inefficient, and it was a far larger game.

Thorp launched a hedge fund that searched for little arbitrage situations (pricing discrepancies) involving warrants, options, and convertible bonds.  In order to size his positions, Thorp used the Kelly criterion.  Thorp evolved his approach over the years as previously profitable strategies were copied.  His multi-decade track record was terrific.

Ed Thorp examined Buffett’s career and concluded that Buffett has used the essential logic of the Kelly criterion by concentrating his capital into his best ideas.  Buffett’s concentrated value approach has produced an outstanding, unparalleled 65-year track record.

Thorp has made several important points about the Kelly criterion as it applies to long-term value investing.  The Kelly criterion was invented to apply to a very long series of bets.  Value investing differs because even a concentrated value investing approach will usually have at least 5-8 positions in the portfolio at the same time.  Thorp argues that, in this situation, the investor must compare all the current and prospective investments simultaneously on the basis of the Kelly criterion.

Mohnish gives an example showing how you can use the Kelly criterion on your top 8 ideas, and then normalize the position sizes.

Say you look at your top 8 investment ideas.  You use the Kelly criterion on each idea separately to figure out how large the position should be, and this is what you conclude about the ideal bet sizes:

  • Bet 1 – 80%
  • Bet 2 – 70%
  • Bet 3 – 60%
  • Bet 4 – 55%
  • Bet 5 – 45%
  • Bet 6 – 35%
  • Bet 7 – 30%
  • Bet 8 – 25%

Of course, that adds up to 400%.  Yet for a value investor, especially running a concentrated portfolio of 5-8 positions, it virtually never makes sense to buy stocks on margin.  Leverage cannot make a bad investment into a good investment, but it can turn a good investment into a bad investment.  So you don’t need any leverage.  It’s better to compound at a slightly lower rate than to risk turning a good investment into a bad investment because you lack staying power.

So the next step is simply to normalize the position sizes so that they add up to 100%.  Since the original portfolio adds up to 400%, you just divide each position by 4:

  • Bet 1 – 20%
  • Bet 2 – 17%
  • Bet 3 – 15%
  • Bet 4 – 14%
  • Bet 5 – 11%
  • Bet 6 – 9%
  • Bet 7 – 8%
  • Bet 8 – 6%

(These percentages are rounded for simplicity.)

As mentioned earlier, if you truly know the odds of each bet in a long series of bets, the Kelly criterion tells you exactly how much to bet on each bet in order to maximize your long-term compounded rate of return.  Betting any other amount will lead to lower compound returns.  In particular, if you repeatedly bet more than what the Kelly criterion indicates, you eventually will destroy your capital.

It’s nearly always true when investing in a stock that you won’t know the true odds or the true future scenarios.  You usually have to make an estimate.  Because you never want to bet more than what the Kelly criterion says, it is wise to bet one half or one quarter of what the Kelly criterion says.  This is called half-Kelly or quarter-Kelly betting.  What is nice about half-Kelly betting is that you will earn three-quarters of the long-term returns of what full Kelly betting would deliver, but with only half the volatility.

So in practice, if there is any uncertainty in your estimates, you want to bet half-Kelly or quarter-Kelly.  In the case of a concentrated portfolio of 5-8 stocks, you will frequently end up betting half-Kelly or quarter-Kelly because you are making 5-8 bets at the same time.  In Mohnish’s example, you end up betting quarter-Kelly in each position once you’ve normalized the portfolio.

Mohnish quotes Charlie Munger again:

The wise ones bet heavily when the world offers them that opportunity.  They bet big when they have the odds.  And the rest of the time, they don’t.  It’s just that simple.

When running the Buffett Partnership, Warren Buffett invested 40% of the partnership in American Express after the stock had been cut in half following the salad oil scandal.  American Express had to announce a $60 million loss, a huge hit given its total market capitalization of roughly $150 million at the time.  But Buffett determined that the essential business of American Express—travelers’ checks and charge cards—had not been permanently damaged.  American Express still had a very valuable moat.

Buffett explained his reasoning in several letters to limited partners, as quoted by Mohnish here:

We might invest up to 40% of our net worth in a single security under conditions coupling an extremely high probability that our facts and reasoning are correct with a very low probability that anything could change the underlying value of the investment.

We are obviously only going to go to 40% in very rare situations—this rarity, of course, is what makes it necessary that we concentrate so heavily, when we see such an opportunity.  We probably have had only five or six situations in the nine-year history of the partnerships where we have exceeded 25%.  Any such situations are going to have to promise very significant superior performance… They are also going to have to possess such superior qualitative and/or quantitative factors that the chance of serious permanent loss is minimal…

There’s virtually no such thing as a sure bet in the stock market.  But there are situations where the odds of winning are very high or where the potential upside is substantial.

One final note:  In constructing a concentrated portfolio of 5-8 stocks, if at least some of the positions are non-correlated or even negatively correlated, then the volatility of the overall portfolio can be reduced.  Some top investors prefer to have about 15 positions with low correlations.

Once you get to at least 25 positions, specific correlations typically tend not to be an issue, although some investors may end up concentrating on specific industries.  In fact, it often may make sense to concentrate on industries that are deeply out-of-favor.

Mohnish concludes:

…It’s all about the odds.  Looking out for mispriced betting opportunities and betting heavily when the odds are overwhelmingly in your favor is the ticket to wealth.  It’s all about letting the Kelly Formula dictate the upper bounds of these large bets.  Further, because of multiple favorable betting opportunities available in equity markets, the volatility surrounding the Kelly Formula can be naturally tamed while still running a very concentrated portfolio.

In sum, top value investors like Warren Buffett, Charlie Munger, and Mohnish Pabrai—to name just a few out of many—naturally concentrate on their best 5-8 ideas, at least when they’re managing a small enough amount of money.  (These days, Berkshire’s portfolio is massive, which makes it much more difficult to concentrate, let alone to find hidden gems among micro caps.)

You have to take a humble look at your strategy and your ability before deciding on your level of concentration.  The Boole Microcap Fund that I manage is designed to focus on the top 15-25 ideas.  This is concentrated enough so that the best performers—whichever stocks they turn out to be—can make a difference to the portfolio.  But it is not so concentrated that it misses the best performers.  In practice, the best performers very often turn out to be idea #9 or idea #17, rather than idea #1 or idea #2.  Many top value investors—including Peter Cundill, Joel Greenblatt, and Mohnish Pabrai—have found this to be true.

 

DHANDHO 302: FIXATE ON ARBITRAGE

The example often given for traditional commodity arbitrage is that gold is selling for $1,500 in London and $1,490 in New York.  By buying gold in New York and selling it in London, the arbitrageur can make an almost risk-free profit.

In merger arbitrage, Company A offers to buy Company B at, say, $20 per share.  The stock of Company B may move from $15 to $19.  Now the arbitrageur can buy the stock in Company B at $19 in order to capture the eventual move to $20.  By doing several such deals, the arbitrageur can probably make a nice profit, although there is a risk for each individual deal.

In what Mohnish calls Dhandho arbitrage, the entrepreneur risks a relatively small amount of capital relative to the potential upside.  Just look at the earlier examples, including Patel Motel Dhandho, Virgin Dhandho, and Mittal Dhandho.

Heads, I win;  tails, I don’t lose much!

 

DHANDHO 401: MARGIN OF SAFETY—ALWAYS!

Nearly every year, Buffett has hosted over 30 groups of business students from various universities.  The students get to ask questions for over an hour before going to have lunch with Buffett.  Mohnish notes that students nearly always ask for book or reading recommendations, and Buffett’s best recommendation is always Ben Graham’s The Intelligent Investor.  As Buffett told students from Columbia Business School on March 24, 2006:

The Intelligent Investor is still the best book on investing.  It has the only three ideas you really need:

  • Chapter 8—The Mr. Market analogy.  Make the stock market serve you.  The C section of the Wall Street Journal is my business broker—it quotes me prices every day that I can take or leave, and there are no called strikes.
  • Chapter 8—A stock is a piece of a business.  Never forget that you are buying a business which has an underlying value based on how much cash goes in and out.
  • Chapter 20—Margin of Safety.  Make sure that you are buying a business for way less than you think it is conservatively worth.

The heart of value investing is an idea that is directly contrary to economic and financial theory:

  • The bigger the discount to intrinsic value, the lower the risk.
  • The bigger the discount to intrinsic value, the higher the return.

Economic and financial theory teaches that higher returns always require higher risk.  But Ben Graham, the father of value investing, taught just the opposite:  The lower the price you pay below intrinsic value, the lower your risk and the higher your potential return.

Mohnish argues that the Dhandho framework embodies Graham’s margin of safety idea.  Papa Patel, Manilal, and Branson all have tried to minimize the downside while maximizing the upside.  Again, most business schools, relying on accepted theory, teach that low returns come from low risk, while high returns require high risk.

Mohnish quotes Buffett’s observations about Berkshire’s purchase of Washington Post stock in 1973:

We bought all of our [Washington Post (WPC)] holdings in mid-1973 at a price of not more than one-fourth of the then per-share business value of the enterprise.  Calculating the price/value ratio required no unusual insights.  Most security analysts, media brokers, and media executives would have estimated WPC’s intrinsic business value at $400 to $500 million just as we did.  And its $100 million stock market valuation was published daily for all to see.  Our advantage, rather, was attitude:  we had learned from Ben Graham that the key to successful investing was the purchase of shares in good businesses when market prices were at a large discount from underlying business value.

…Through 1973 and 1974, WPC continued to do fine as a business, and intrinsic value grew.  Nevertheless, by year-end 1974 our WPC holding showed a loss of about 25%, with a market value of $8 million against our cost of $10.6 million.  What we had bought ridiculously cheap a year earlier had become a good bit cheaper as the market, in its infinite wisdom, marked WPC stock down to well below 20 cents on the dollar of intrinsic value.

As of 2007 (when Mohnish wrote his book), Berkshire’s stake in the Washington post had grown over 33 years from the original $10.6 million to a market value of over $1.3 billion—more than 124 times the original investment.  Moreover, as of 2007, the Washington Post was paying a modest dividend (not included in the 124 times figure).  The dividend alone (in 2007) was higher than what Berkshire originally paid for its entire position.  Buffett:

Most institutional investors in the early 1970s, on the other hand, regarded business value as of only minor relevance when they were deciding the prices at which they would buy or sell.  This now seems hard to believe.  However, these institutions were then under the spell of academics at prestigious business schools who were preaching a newly-fashioned theory:  the stock market was totally efficient, and therefore calculations of business value—and even thought, itself—were of no importance in investment activities.  (We are enormously indebted to those academics:  what could be more advantageous in an intellectual contest—whether it be bridge, chess, or stock selection—than to have opponents who have been taught that thinking is a waste of energy?)

At any given time, a business is in either of two states:  it has problems or it will have problems.  Virtually every week there are companies or whole industries where stock prices collapse.  Many business problems are temporary and not permanent.  But stock investors on the whole tend to view business problems as permanent, and they mark down the stock prices accordingly.

You may be wondering:  Due to capitalist competition, nearly all businesses eventually fail, so how can many business problems be temporary?  When we look at businesses experiencing problems right now, many of those problems will be solved over the next three to five years.  Thus, considering the next three to five years, many business problems are temporary.  But the fate of a given business over several decades is a different matter entirely.

 

DHANDHO 402: INVEST IN LOW-RISK, HIGH-UNCERTAINTY BUSINESSES

The future is always uncertain.  And that’s even more true for some businesses.  Yet if the stock price is low enough, high uncertainty can create a good opportunity.

Papa Patel, Manilal, Branson, and Mittal are all about investing in low-risk businesses.  Nonetheless, most of the businesses they invested in had a very wide range of possible outcomes.  The future performance of these businesses was very uncertain.  However, these savvy Dhandho entrepreneurs had thought through the range of possibilities and drew comfort from the fact that very little capital was invested and/or the odds of a permanent loss of capital were extremely low… Their businesses had a common unifying characteristic—they were all low-risk, high-uncertainty businesses.

In essence, says Mohnish, these were all simple bets:

Heads, I win;  tails, I don’t lose much!

Wall Street usually hates high uncertainty, and often does not distinguish between high uncertainty and high risk.  But there are several distinct situations, observes Mohnish, where Wall Street tends to cause the stock price to collapse:

  • High risk, low uncertainty
  • High risk, high uncertainty
  • Low risk, high uncertainty

Wall Street loves the combination of low risk and low uncertainty, but these stocks nearly always trade at high multiples.  On the other hand, Dhandho entrepreneurs and value investors are only interested in low risk and high uncertainty.

Mohnish discusses an example of a company he was looking at in the year 2000:  Stewart Enterprises (STEI), a funeral service business.  Leading companies such as Stewart Enterprises, Loewen, Service Corp. (SRV), and Carriage Services (CSV) had gone on buying sprees in the 1990s, acquiring mom-and-pop businesses in their industry.  These companies all ended up with high debt as a result of the acquisitions.  They made the mistake of buying for cash—using debt—rather than buying using stock.

Loewen ended up going bankrupt.  Stewart had $930 million of long-term debt with $500 million due in 2002.  Wall Street priced all the funeral service giants as if they were going bankrupt.  Stewart’s price went from $28 to $2 in two years.  Stewart kept coming up on the Value Line screen for lowest price-to-earnings (P/E) ratios.  Stewart had a P/E of less than three, a rarity.  Mohnish thought that funeral services must be a fairly simple business to understand, so he started doing research.

Mohnish recalled reading an article in the mid-1990s in the Chicago Tribune about the rate of business failure in various industries.  The lowest rate of failure for any type of business was funeral homes.  This made sense, thought Mohnish.  It’s not the type of business that aspiring entrepreneurs would dream about, and pre-need sales often make up about 25 percent of total revenue.  It’s a steady business that doesn’t change much over time.

Stewart had roughly $700 million in annual revenue and owned around 700 cemeteries and funeral homes.  Most of its business was in the United States.  Stewart’s tangible book value was $4 per share, and book value was probably understated because hard assets like land were carried at cost.  At less than $2 per share, Stewart was trading at less than half of stated tangible book value.  By the time the debt was due, the company would generate over $155 million in free cash flow, leaving a shortfall of under $350 million.

Mohnish thought through some scenarios and estimated the probability for each scenario:

  • 25% probability: The company could sell some funeral homes.  Selling 100 to 200 might take care of the debt.  Equity value > $4 per share.
  • 35% probability: Based on the company’s solid and predictable cash flow, Stewart’s lenders or bankers might decide to extend the maturities or refinance the debt—especially if the company offered to pay a higher interest rate.  Equity value > $4 per share.
  • 20% probability: Based on Stewart’s strong cash flows, the company might find another lender—especially if it offered to pay a higher interest rate.  Equity value > $4 per share.
  • 19% probability: Stewart enters bankruptcy.  Even assuming distressed asset sales, equity value > $2 per share.
  • 1% probability: A 50-mile meteor comes in or Yellowstone blows or some other extreme event takes place that destroys the company.  Equity value = $0.

The bottom line, as Mohnish saw it, was that the odds were less than 1% that he would end up losing money if he invested in Stewart at just under $2 per share.  Moreover, there was an 80% chance that the equity would be worth at least $4 per share.  So Mohnish invested 10 percent of Pabrai Funds in Stewart Enterprises at under $2 per share.

A few months later, Stewart announced that it had begun exploring sales of its international funeral homes.  Stewart expected to generate $300 to $500 million in cash from this move.  Mohnish:

The amazing thing was that management had come up with a better option than I had envisioned.  They were going to be able to eliminate the debt without any reduction in their cash flow.  The lesson here is that we always have a free upside option on most equity investments when competent management comes up with actions that make the bet all the more favorable.

Soon the stock hit $4 and Mohnish exited the position with more than 100% profit.

It’s worth repeating what investor Lee Ainslee has said:  Good management tends to surprise on the upside, while bad management tends to surprise on the downside.

Frontline

In 2001, Mohnish noticed two companies with a dividend yield of more than 15 percent.  Both were crude oil shippers:  Knightsbridge (VLCC) and Frontline (FRO).  Mohnish started reading about this industry.

Knightsbridge had been formed a few years earlier when it ordered several tankers from a Korean shipyard.  A very large crude carrier (VLCC) or Suezmax at the time cost $60 to $80 million and would take two to three years to be built and delivered.  Knightsbridge would then lease the ships to Shell Oil under long-term leases.  Shell would pay Knightsbridge a base lease rate (perhaps $10,000 a day per tanker) regardless of whether it used the ships or not.  On top of that, Shell paid Knightsbridge a percentage of the difference between a base rate and the spot market price for VLCC rentals, notes Mohnish.  So if the spot price for a VLCC was $30,000 per day, Knightsbridge might receive $20,000 a day.  If the spot was $50,000, it would get perhaps $35,000 a day.  Mohnish:

At the base rate, Knightbridge pretty much covered its principal and interest payments for the debt it took on to pay for the tankers.  As the rates went above $10,000, there was positive cash flow;  the company was set up to just dividend all the excess cash out to shareholders, which is marvelous…

Because of this unusual structure and contract, when tanker rates go up dramatically, this company’s dividends go through the roof.

Mohnish continues:

In investing, all knowledge is cumulative.  I didn’t invest in Knightsbridge, but I did get a decent handle on the crude oil shipping business.  In 2001, we had an interesting situation take place with one of these oil shipping companies called Frontline.  Frontline is the exact opposite business model of Knightsbridge.  It has the largest oil tanker fleet in the world, among all the public companies.  The entire fleet is on the spot market.  There are very few long-term leases.

Because it rides on the spot market on these tankers, there is no such thing as earnings forecasts or guidance.  The company’s CEO himself doesn’t know what the income will be quarter to quarter.  This is great, because whenever Wall Street gets confused, it means we likely can make some money.  This is a company that has widely gyrating earnings.

Oil tanker rates have ranged historically from $6,000 a day to $100,000 a day.  The company needs about $18,000 a day to breakeven… Once [rates] go above $30,000 to $35,000, it is making huge profits.  In the third quarter of 2002, oil tanker rates collapsed.  A recession in the United States and a few other factors caused a drop in crude oil shipping volume.  Rates went down to $6,000 a day.  At $6,000 a day Frontline was bleeding red ink, badly.  The stock went from $11 a share to around $3, in about three months.

Mohnish notes the net asset value of Frontline:

Frontline had about 70 VLCCs at the time.  While the daily rental rates collapsed, the price per ship hadn’t changed much, dropping about 10 percent or 15 percent.  There is a fairly active market in buying and selling oil tankers.  Frontline had a tangible book value of about $16.50 per share.  Even factoring in the distressed market for ships, you would still get a liquidation value north of $11 per share.  The stock price had gone from $15 to $3… Frontline was trading at less than one-third of liquidation value.

Keep in mind that Frontline could sell a ship for about $60 million, and the company had 70 ships.  Frontline’s annual interest payments were $150 million.  If it sold two to three ships a year, Frontline could sustain the business at the rate of $6,000 a day for several years.

Mohnish also discovered that Frontline’s entire fleet was double hull tankers.  All new tankers had to be double hull after 2006 due to regulations following the Exxon Valdez spill.  Usually single hull tankers were available at cheaper day rates than double hull tankers.  But this wasn’t true when rates dropped to $6,000 a day.  Both types of ship were available at the same rate.  In this situation, everyone would rent the double hull ships and no one rented the single hull ships.

Owners of the single hull ships were likely get jittery and to sell the ships as long as rates stayed at $6,000 a day.  If they waited until 2006, Mohnish explains, the ability to rent single hull ships would be much lower.  And by 2006, scrap rates might be quite low if a large number of single hull ships were scrapped at the same time.  The net result is that there is a big jump in scrapping for single hulled tankers whenever rates go down.  Mohnish:

It takes two to three years to get delivery of a new tanker.  When demand comes back up again, inventory is very tight because capacity has been taken out and it can’t be added back instantaneously.  There is a definitive cycle.  When rates go as low as $6,000 and stay there for a few weeks, they can rise to astronomically high levels, say $60,000 a day, very quickly.  With Frontline, for about seven or eight weeks, the rates stayed under $10,000 a day and then spiked to $80,000 a day in fourth quarter 2002.  The worldwide fleet of VLCCs in 2002 was about 400 ships.  Over the past several decades, worldwide oil consumption has increased by 2 percent to 4 percent on average annually.  This 2 percent to 4 percent is generally tied to GDP growth.  Usually there are 10 to 12 new ships added each year to absorb this added demand.  When scrapping increases beyond normal levels, the fleet is no longer increasing by 2 percent to 4 percent.  When the demand for oil rises, there just aren’t enough ships.  The only thing that’s adjustable is the price, which skyrockets.

Pabrai Funds bought Frontline stock in the fall of 2002 at $5.90 a share, about half of liquidation value of $11 to $12.  When the stock moved up to $9 to $10, Mohnish sold the shares.  Because he bought the stock at roughly half liquidation value, this was a near risk-free bet:  Heads, I win a lot;  tails, I win a little!

Mohnish gives a final piece of advice:

Read voraciously and wait patiently, and from time to time amazing bets will present themselves.

Important Note:  Had Mohnish kept the shares of Frontline, they would have increased dramatically.  The shares approached $120 within a few years, so Mohnish would have made 20x his initial investment at $5.90 per share had he simply held on for a few years.

As noted earlier, Mohnish recently gave a lecture at Peking University (Guanghua School of Management) about 10-baggers to 100-baggers, giving many examples of stocks like Frontline that he had actually owned but sold way too soon.  Link:  https://www.youtube.com/watch?v=Jo1XgDJCkh4

 

DHANDHO 403: INVEST IN THE COPYCATS RATHER THAN THE INNOVATORS

What Mohnish calls copycats are businesses that simply copy proven innovations.  The first few Patels figured out the economics of motel ownership.  The vast majority of Patels who came later simply copied what the first Patels had already done successfully.

Mohnish writes:

Most entrepreneurs lift their business ideas from other existing businesses or from their last employer.  Ray Kroc loved the business model of the McDonald brothers’ hamburger restaurant in San Bernardino, California.  In 1954, he bought the rights to the name and know-how, and he scaled it, with minimal change.  Many of the subsequent changes or innovations did not come from within the company with its formidable resources—they came from street-smart franchisees and competitors.  The company was smart enough to adopt them, just as they adopted the entire concept at the outset.

 

A SHORT CHECKLIST

Mohnish gives a list of good questions to ask before buying a stock:

  • Is it a business I understand very well—squarely within my circle of competence?
  • Do I know the intrinsic value of the business today and, with a high degree of confidence, how it is likely to change over the next few years?
  • Is the business priced at a large discount to its intrinsic value today and in two to three years?  Over 50 percent?
  • Would I be willing to invest a large part of my net worth into this business?
  • Is the downside minimal?
  • Does the business have a moat?
  • Is it run by able and honest managers?

If the answers to these questions are yes, buy the stock.  Furthermore, writes Mohnish, hold the stock for at least two to three years before you think about selling.  This gives enough time for conditions to normalize and thus for the stock to approach intrinsic value.  One exception:  If the stock increases materially in less than two years, you can sell, but only after you have updated your estimate of intrinsic value.

In any scenario, you should always update your estimate of intrinsic value.  If intrinsic value is much higher than the current price, then continuing to hold is almost always the best decision.  One huge mistake to avoid is selling a stock that later becomes a 10-bagger, 20-bagger, or 100-bagger.  That’s why you must always update your estimate of intrinsic value.  And don’t get jittery just because a stock is hitting new highs.

A few more points:

  • If you have a good investment process, then about 2/3 of the time the stock will approach intrinsic value over two to three years.  1/3 of the time, the investment won’t work as planned—whether due to error, bad luck, or unforeseeable events—but losses should be limited due to a large margin of safety having been present at the time of purchase.
  • In the case of distressed equities, there may be much greater potential upside as well as much greater potential downside.  A few value investors can use this approach, but it’s quite difficult and typically requires greater diversification.
  • For most value investors, it’s best to stick with companies with low or no debt.  You may grow wealth a bit more slowly this way, but as Buffett and Munger always ask, what’s the rush?  Buffett and Munger had a friend Rick Guerin who owned a huge number of Berkshire Hathaway shares, but many of the shares were on margin.  When Berkshire stock got cut in half—which will happen occasionally to almost any stock, no matter how good the company—Guerin was forced to sell much of his position.  Had Guerin not been on margin, his non-margined shares in Berkshire would later have been worth a fortune (approaching $1 billion).
  • Your own mistakes are your best teachers, explains Mohnish.  You’ll get better over time by studying your own mistakes:

While it is always best to learn vicariously form the mistakes of others, the lessons that really stick are ones we’ve stumbled through ourselves.

 

BE GENEROUS

Warren Buffett and Bill Gates are giving away most of their fortune to help many people who are less fortunate.  Bill and Melinda Gates devote much of their time and energy (via the Gates Foundation) to saving or improving as many human lives as possible.

Mohnish Pabrai and his wife started the Dakshana Foundation in 2005.  Mohnish:

I do urge you to leverage Dhandho techniques fully to maximize your wealth.  But I also hope that… you’ll use some time and some of that Dhandho money to leave this world a little better place than you found it.  We cannot change the world, but we can improve this world for one person, ten people, a hundred people, and maybe even a few thousand people.

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

There’s Always Something to Do

(Image:  Zen Buddha Silence by Marilyn Barbone.)

August 1, 2021

There’s Always Something to Do:  The Peter Cundill Investment Approach, by Christopher Risso-Gill (2011), is an excellent book.  Cundill was a highly successful deep value investor whose chosen method was to buy stocks below their liquidation value.

Here is an outline for this blog post:

  • Peter Cundill
  • Getting to First Base
  • Launching a Value Fund
  • Value Investment in Action
  • Going Global
  • A Decade of Success
  • Investments and Stratagems
  • Learning From Mistakes
  • Entering the Big League
  • There’s Always Something Left to Learn
  • Pan Ocean
  • Fragile X
  • What Makes a Great Investor?
  • Glossary of Terms with Cundill’s Comments

 

PETER CUNDILL

It was December in 1973 when Peter Cundill first discovered value investing.  He was 35 years old at the time.  Up until then, despite a great deal of knowledge and experience, Cundill hadn’t yet discovered an investment strategy.  He happened to be reading George Goodman’s Super Money on a plane when he came across chapter 3 on Benjamin Graham and Warren Buffett.  Cundill wrote about his epiphany that night in his journal:

…there before me in plain terms was the method, the solid theoretical back-up to selecting investments based on the principle of realizable underlying value.  My years of apprenticeship were over:  ‘THIS IS WHAT I WANT TO DO FOR THE REST OF MY LIFE!’

What particularly caught Cundill’s attention was Graham’s notion that a stock is cheap if it sells below liquidation value.  The farther below liquidation value the stock is, the higher the margin of safety and the higher the potential returns.  This idea is at odds with modern finance theory, according to which getting higher returns always requires taking more risk.

Peter Cundill became one of the best value investors in the world.  He followed a deep value strategy based entirely on buying companies below their liquidation values.

We do liquidation analysis and liquidation analysis only.

 

GETTING TO FIRST BASE

One of Cundill’s first successful investments was in Bethlehem Copper.  Cundill built up a position at $4.50, roughly equal to cash on the balance sheet and far below liquidation value:

Both Bethlehem and mining stocks in general were totally out of favour with the investing public at the time.  However in Peter’s developing judgment this was not just an irrelevance but a positive bonus.  He had inadvertently stumbled upon a classic net-net:  a company whose share price was trading below its working capital, net of all its liabilities.  It was the first such discovery of his career and had the additional merit of proving the efficacy of value theory almost immediately, had he been able to recognize it as such.  Within four months Bethlehem had doubled and in six months he was able to start selling some of the position at $13.00.  The overall impact on portfolio performance had been dramatic.

Riso-Gill describes Cundill as having boundless curiosity.  Cundill would not only visit the worst performing stock market in the world near the end of each year in search of bargains.  But he also made a point of total immersion with respect to the local culture and politics of any country in which he might someday invest.

 

LAUNCHING A VALUE FUND

Early on, Cundill had not yet developed the deep value approach based strictly on buying below liquidation value.  He had, however, concluded that most models used in investment research were useless and that attempting to predict the general stock market was not doable with any sort of reliability.  Eventually Cundill immersed himself in Graham and Dodd’s Security Analysis, especially chapter 41, “The Asset-Value Factor in Common-Stock Valuation,” which he re-read and annotated many times.

When Cundill was about to take over an investment fund, he wrote to the shareholders about his proposed deep value investment strategy:

The essential concept is to buy under-valued, unrecognized, neglected, out of fashion, or misunderstood situations where inherent value, a margin of safety, and the possibility of sharply changing conditions created new and favourable investment opportunities.  Although a large number of holdings might be held, performance was invariably established by concentrating in a few holdings.  In essence, the fund invested in companies that, as a result of detailed fundamental analysis, were trading below their ‘intrinsic value.’  The intrinsic value was defined as the price that a private investor would be prepared to pay for the security if it were not listed on a public stock exchange.  The analysis was based as much on the balance sheet as it was on the statement of profit and loss.

Cundill went on to say that he would only buy companies trading below book value, preferably below net working capital less long term debt (Graham’s net-net method).  Cundill also required that the company be profitable—ideally having increased its earnings for the past five years—and dividend-paying—ideally with a regularly increasing dividend.  The price had to be less than half its former high and preferably near its all time low.  And the P/E had to be less than 10.

Cundill also studied past and future profitability, the ability of management, and factors governing sales volume and costs.  But Cundill made it clear that the criteria were not always to be followed precisely, leaving room for investment judgment, which he eventually described as an art form.

Cundill told shareholders about his own experience with the value approach thus far.  He had started with $600,000, and the portfolio increased 35.2%.  During the same period, the All Canadian Venture Fund was down 49%, the TSE industrials down 20%, and the Dow down 26%.  Cundill also notes that 50% of the portfolio had been invested in two stocks (Bethlehem Copper and Credit Foncier).

About this time, Irving Kahn became a sort of mentor to Cundill.  Kahn had been Graham’s teaching assistant at Columbia University.

 

VALUE INVESTMENT IN ACTION

Having a clearly defined set of criteria helped Cundill to develop a manageable list of investment candidates in the decade of 1974 to 1984 (which tended to be a good time for value investors).  The criteria also helped him identify a number of highly successful investments.

For example, the American Investment Company (AIC), one of the largest personal loan companies in the United States, saw its stock fall from over $30.00 to $3.00, despite having a tangible book value per share of $12.00.  As often happens with good contrarian value candidates, the fears of the market about AIC were overblown.  Eventually the retail loan market recovered, but not before Cundill was able to buy 200,000 shares at $3.00.  Two years later, AIC was taken over at $13.00 per share by Leucadia.  Cundill wrote:

As I proceed with this specialization into buying cheap securities I have reached two conclusions.  Firstly, very few people really do their homework properly, so now I always check for myself.  Secondly, if you have confidence in your own work, you have to take the initiative without waiting around for someone else to take the first plunge.

…I think that the financial community devotes far too much time and mental resource to its constant efforts to predict the economic future and consequent stock market beaviour using a disparate, and almost certainly incomplete, set of statistical variables.  It makes me wonder what might be accomplished if all this time, energy, and money were to be applied to endeavours with a better chance of proving reliable and practically useful.

Meanwhile, Cundill had served on the board of AIC, which brought some valuable experience and associations.

Cundill found another highly discounted company in Tiffany’s.  The company owned extremely valuable real estate in Manhattan that was carried on its books at a cost much lower than the current market value.  Effectively, the brand was being valued at zero.  Cundill accumulated a block of stock at $8.00 per share.  Within a year, Cundill was able to sell it at $19.00.  This seemed like an excellent result, except that six months later, Avon Products offered to buy Tiffany’s at $50.00.  Cundill would comment:

The ultimate skill in this business is in knowing when to make the judgment call to let profits run.

Sam Belzberg—who asked Cundill to join him as his partner at First City Financial—described Cundill as follows:

He has one of the most important attributes of the master investor because he is supremely capable of running counter to the herd.  He seems to possess the ability to consider a situation in isolation, cutting himself off from the mill of general opinion.  And he has the emotional confidence to remain calm when events appear to be indicating that he’s wrong.

 

GOING GLOBAL

Partly because of his location in Canada, Cundill early on believed in global value investing.  He discovered that just as individual stocks can be neglected and misunderstood, so many overseas markets can be neglected and misunderstood.  Cundill enjoyed traveling to these various markets and learning the legal accounting practices.  In many cases, the difficulty of mastering the local accounting was, in Cundill’s view, a ‘barrier to entry’ to other potential investors.

Cundill also worked hard to develop networks of locally based professionals who understood value investing principles.  Eventually, Cundill developed the policy of exhaustively searching the globe for value, never favoring domestic North American markets.

 

A DECADE OF SUCCESS

Cundill summarized the lessons of the first 10 years, during which the fund grew at an annual compound rate of 26%.  He included the following:

  • The value method of investing will tend at least to give compound rates of return in the high teens over longer periods of time.
  • There will be losing years; but if the art of making money is not to lose it, then there should not be substantial losses.
  • The fund will tend to do better in slightly down to indifferent markets and not to do as well as our growth-oriented colleagues in good markets.
  • It is ever more challenging to perform well with a larger fund…
  • We have developed a network of contacts around the world who are like-minded in value orientation.
  • We have gradually modified our approach from a straight valuation basis to one where we try to buy securities selling below liquidation value, taking into consideration off-balance sheet items.
  • THE MOST IMPORTANT ATTRIBUTE FOR SUCCESS IN VALUE INVESTING IS PATIENCE, PATIENCE, AND MORE PATIENCE.  THE MAJORITY OF INVESTORS DO NOT POSSESS THIS CHARACTERISTIC.

 

INVESTMENTS AND STRATAGEMS

Buying at a discount to liquidation value is simple in concept.  But in practice, it is not at all easy to do consistently well over time.  Peter Cundill explained:

None of the great investments come easily.  There is almost always a major blip for whatever reason and we have learnt to expect it and not to panic.

Although Cundill focused exclusively on discount to liquidation value when analyzing equities, he did develop a few additional areas of expertise, such as distressed debt.  Cundill discovered that, contrary to his expectation of fire-sale prices, an investor in distressed securities could often achieve large profits during the actual process of liquidation.  Success in distressed debt required detailed analysis.

 

LEARNING FROM MISTAKES

1989 marked the fifteenth year in a row of positive returns for Cundill’s Value Fund.  The compound growth rate was 22%.  But the fund was only up 10% in 1989, which led Cundill to perform his customary analysis of errors:

…How does one reduce the margin of error while recognizing that investments do, of course, go down as well as up?  The answers are not absolutely clear cut but they certainly include refusing to compromise by subtly changing a question so that it shapes the answer one is looking for, and continually reappraising the research approach, constantly revisiting and rechecking the detail.

What were last year’s winners?  Why?—I usually had the file myself, I started with a small position and stayed that way until I was completely satisfied with every detail.

For most value investors, the investment thesis depends on a few key variables, which should be written down in a short paragraph.  It’s important to recheck each variable periodically.  If any part of the thesis has been invalidated, you must reassess.  Usually the stock is no longer a bargain.

It’s important not to invent new reasons for owning the stock if one of the original reasons has been falsified.  Developing new reasons for holding a stock is usually misguided.  However, you need to remain flexible.  Occasionally the stock in question is still a bargain.

 

ENTERING THE BIG LEAGUE

In the mid 1990’s, Cundill made a large strategic shift out of Europe and into Japan.  Typical for a value investor, he was out of Europe too early and into Japan too early.  Cundill commented:

We dined out in Europe, we had the biggest positions in Deutsche Bank and Paribas, which both had big investment portfolios, so you got the bank itself for nothing.  You had a huge margin of safety—it was easy money.  We had doubles and triples in those markets and we thought we were pretty smart, so in 1996 and 1997 we took our profits and took flight to Japan, which was just so beaten up and full of values.  But in doing so we missed out on some five baggers, which is when the initial investment has multiplied five times, and we had to wait at least two years before Japan started to come good for us.

This is a recurring problem for most value investors—that tendency to buy and to sell too early.  The virtues of patience are severely tested and you get to thinking it’s never going to work and then finally your ship comes home and you’re so relieved that you sell before it’s time.  What we ought to do is go off to Bali or some such place and sit in the sun to avoid the temptation to sell too early.

As for Japan, Cundill had long ago learned the lesson that cheap stocks can stay cheap for “frustratingly long” periods of time.  Nonetheless, Cundill kept loading up on cheap Japanese stocks in a wide range of sectors.  In 1999, his Value Fund rose 16%, followed by 20% in 2000.

 

THERE’S ALWAYS SOMETHING LEFT TO LEARN

Although Cundill had easily avoided Nortel, his worst investment was nevertheless in telecommunications: Cable & Wireless (C&W).  In the late 1990’s, the company had to give up many of its networks in newly independent former British colonies.  The shares dropped from 15 pounds per share to 6 pounds.

A new CEO, Graham Wallace, was brought in.  He quickly and skillfully negotiated a series of asset sales, which dramatically transformed the balance sheet from net debt of 4 billion pounds to net cash of 2.6 billion pounds.  Given the apparently healthy margin of safety, Cundill began buying shares in March 2000 at just over 4 pounds per share.  (Net asset value was 4.92 pounds per share.)  Moreover:

[Wallace was] generally regarded as a relatively safe pair of hands unlikely to be tempted into the kind of acquisition spree overseen by his predecessor.

Unfortunately, a stream of investment bankers, management consultants, and brokers made a simple but convincing pitch to Wallace:

the market for internet-based services was growing at three times the rate for fixed line telephone communications and the only quick way to dominate that market was by acquisition.

Wallace proceeded to make a series of expensive acquisitions of loss-making companies.  This destroyed C&W’s balance sheet and also led to large operating losses.  Cundill now realized that the stock could go to zero, and he got out, just barely.  As Cundill wrote later:

… So we said, look they’ve got cash, they’ve got a valuable, viable business and let’s assume the fibre optic business is worth zero—it wasn’t, it was worth less than zero, much, much less!

Cundill had invested nearly $100 million in C&W, and they lost nearly $59 million.  This loss was largely responsible for the fund being down 11% in 2002.  Cundill realized that his investment team needed someone to be a sceptic for each potential investment.

 

PAN OCEAN

In late 2002, oil prices began to rise sharply based on global growth.  Cundill couldn’t find any net-net’s among oil companies, so he avoided these stocks.  Some members of his investment team argued that there were some oil companies that were very undervalued.  Finally, Cundill announced that if anyone could find an oil company trading below net cash, he would buy it.

Cundill’s cousin, Geoffrey Scott, came across a neglected company:  Pan Ocean Energy Corporation Ltd.  The company was run by David Lyons, whose father, Vern Lyons, had founded Ocelot Energy.  Lyons concluded that there was too much competition for a small to medium sized oil company operating in the U.S. and Canada.  The risk/reward was not attractive.

What he did was to merge his own small Pan Ocean Energy with Ocelot and then sell off Ocelot’s entire North American and other peripheral parts of the portfolio, clean up the balance sheet, and bank the cash.  He then looked overseas and determined that he would concentrate on deals in Sub-Saharan Africa, where licenses could be secured for a fraction of the price tag that would apply in his domestic market.

Lyons was very thorough and extremely focused… He narrowed his field down to Gabon and Tanzania and did a development deal with some current onshore oil production in Gabon and a similar offshore gas deal in Tanzania.  Neither was expensive.

Geoffrey Scott examined Pan Ocean, and found that its share price was almost equal to net cash and the company had no debt.  He immediately let Cundill know about it.  Cundill met with David Lyons and was impressed:

This was a cautious and disciplined entrepreneur, who was dealing with a pool of cash that in large measure was his own.

Lyons invited Cundill to see the Gabon project for himself.  Eventually, Cundill saw both the Gabon project and the Tanzania project.  He liked what he saw.  Cundill’s fund bought 6% of Pan Ocean.  They made six times their money in two and a half years.

 

FRAGILE X

As early as 1998, Cundill had noticed a slight tremor in his right arm.  The condition worsened and affected his balance.  Cundill continued to lead a very active life, still reading and traveling all the time, and still a fitness nut.  He was as sharp as ever in 2005.  Risso-Gill writes:

Ironically, just as Peter’s health began to decline an increasing number of industry awards for his achievements started to come his way.

For instance, he received the Analyst’s Choice award as “The Greatest Mutual Fund Manager of All Time.”

In 2009, Cundill decided that it was time to step down, as his condition had progressively worsened.  He continued to be a voracious reader.

 

WHAT MAKES A GREAT INVESTOR?

Risso-Gill tries to distill from Cundill’s voluminous journal writings what Cundill himself believed it took to be a great value investor.

INSATIABLE CURIOSITY

Curiosity is the engine of civilization.  If I were to elaborate it would be to say read, read, read, and don’t forget to talk to people, really talk, listening with attention and having conversations, on whatever topic, that are an exchange of thoughts.  Keep the reading broad, beyond just the professional.  This helps to develop one’s sense of perspective in all matters.

PATIENCE

Patience, patience, and more patience…

CONCENTRATION

You must have the ability to focus and to block out distractions.  I am talking about not getting carried away by events or outside influences—you can take them into account, but you must stick to your framework.

ATTENTION TO DETAIL

Never make the mistake of not reading the small print, no matter how rushed you are.  Always read the notes to a set of accounts very carefully—they are your barometer… They will give you the ability to spot patterns without a calculator or spreadsheet.  Seeing the patterns will develop your investment insights, your instincts—your sense of smell.  Eventually it will give you the agility to stay ahead of the game, making quick, reasoned decisions, especially in a crisis.

CALCULATED RISK

… Either [value or growth investing] could be regarded as gambling, or calculated risk.  Which side of that scale they fall on is a function of whether the homework has been good enough and has not neglected the fieldwork.

INDEPENDENCE OF MIND

I think it is very useful to develop a contrarian cast of mind combined with a keen sense of what I would call ‘the natural order of things.’  If you can cultivate these two attributes you are unlikely to become infected by dogma and you will begin to have a predisposition toward lateral thinking—making important connections intuitively.

HUMILITY

I have no doubt that a strong sense of self belief is important—even a sense of mission—and this is fine as long as it is tempered by a sense of humour, especially an ability to laugh at oneself.  One of the greatest dangers that confront those who have been through a period of successful investment is hubris—the conviction that one can never be wrong again.  An ability to see the funny side of oneself as it is seen by others is a strong antidote to hubris.

ROUTINES

Routines and discipline go hand in hand.  They are the roadmap that guides the pursuit of excellence for its own sake.  They support proper professional ambition and the commercial integrity that goes with it.

SCEPTICISM

Scepticism is good, but be a sceptic, not an iconoclast.  Have rigour and flexibility, which might be considered an oxymoron but is exactly what I meant when I quoted Peter Robertson’s dictum ‘always change a winning game.’  An investment framework ought to include a liberal dose of scepticism both in terms of markets and of company accounts.

PERSONAL RESPONSIBILITY

The ability to shoulder personal responsibility for one’s investment results is pretty fundamental… Coming to terms with this reality sets you free to learn from your mistakes.

 

GLOSSARY OF TERMS WITH CUNDILL’S COMMENTS

Here are some of the terms.

ANALYSIS

There’s almost too much information now.  It boggles most shareholders and a lot of analysts.  All I really need is a company’s published reports and records, that plus a sharp pencil, a pocket calculator, and patience.

Doing the analysis yourself gives you confidence buying securities when a lot of the external factors are negative.  It gives you something to hang your hat on.

ANALYSTS

I’d prefer not to know what the analysts think or to hear any inside information.  It clouds one’s judgment—I’d rather be dispassionate.

BROKERS

I go cold when someone tips me on a company.  I like to start with a clean sheet: no one’s word.  No givens.  I’m more comfortable when there are no brokers looking over my shoulder.

They really can’t afford to be contrarians.  A major investment house can’t afford to do research for five customers who won’t generate a lot of commissions.

EXTRA ASSETS

This started for me when Mutual Shares chieftain Mike Price, who used to be a pure net-net investor, began talking about something called the ‘extra asset syndrome’ or at least that is what I call it.  It’s taking, you might say, net-net one step farther, to look at all of a company’s assets, figure the true value.

FORECASTING

We don’t do a lot of forecasting per se about where markets are going.  I have been burned often enough trying.

INDEPENDENCE

Peter Cundill has never been afraid to make his own decisions and by setting up his own fund management company he has been relatively free from external control and constraint.  He doesn’t follow investment trends or listen to the popular press about what is happening on ‘the street.’  He has travelled a lonely but profitable road.

Being willing to be the only one in the parade that’s out of step.  It’s awfully hard to do, but Peter is disciplined.  You have to be willing to wear bellbottoms when everyone else is wearing stovepipes.’ – Ross Southam

INVESTMENT FORMULA

Mostly Graham, a little Buffett, and a bit of Cundill.

I like to think that if I stick to my formula, my shareholders and I can make a lot of money without much risk.

When I stray out of my comfort zone I usually get my head handed to me on a platter.

I suspect that my thinking is an eclectic mix, not pure net-net because I couldn’t do it anyway so you have to have a new something to hang your hat on.  But the framework stays the same.

INVESTMENT STRATEGY

I used to try and pick the best stocks in the fund portfolios, but I always picked the wrong ones.  Now I take my own money and invest it with that odd guy Peter Cundill.  I can be more detached when I treat myself as a normal client.

If it is cheap enough, we don’t care what it is.

Why will someone sell you a dollar for 50 cents?  Because in the short run, people are irrational on both the optimistic and pessimistic side.

MANTRAS

All we try to do is buy a dollar for 40 cents.

In our style of doing things, patience is patience is patience.

One of the dangers about net-net investing is that if you buy a net-net that begins to lose money your net-net goes down and your capacity to be able to make a profit becomes less secure.  So the trick is not necessarily to predict what the earnings are going to be but to have a clear conviction that the company isn’t going bust and that your margin of safety will remain intact over time.

MARGIN OF SAFETY

The difference between the price we pay for a stock and its liquidation value gives us a margin of safety.  This kind of investing is one of the most effective ways of achieving good long-term results.

MARKETS

If there’s a bad stock market, I’ll inevitably go back in too early.  Good times last longer than we think but so do bad times.

Markets can be overvalued and keep getting expensive, or undervalued and keep getting cheap.  That’s why investing is an art form, not a science.

I’m agnostic on where the markets will go.  I don’t have a view.  Our task is to find undervalued global securities that are trading well below their intrinsic value.  In other words, we follow the strict Benjamin Graham approach to investing.

NEW LOWS

Search out the new lows, not the new highs.  Read the Outstanding Investor Digest to find out what Mason Hawkins or Mike Price is doing.  You know good poets borrow and great poets steal.  So see what you can find.  General reading—keep looking at the news to see what’s troubled.  Experience and curiosity is a really winning combination.

What differentiates us from other money managers with a similar style is that we’re comfortable with new lows.

NOBODY LISTENING

Many people consider value investing dull and as boring as watching paint dry.  As a consequence value investors are not always listened to, especially in a stock market bubble.  Investors are often in too much of a hurry to latch on to growth stocks to stop and listen because they’re afraid of being left out…

OSMOSIS

I don’t just calculate value using net-net.  Actually there are many different ways but you have to use what I call osmosis—you have got to feel your way.  That is the art form, because you are never going to be right completely; there is no formula that will ever get you there on its own.  Osmosis is about intuition and about discipline and about all the other things that are not quantifiable.  So can you learn it?  Yes, you can learn it, but it’s not a science, it’s an art form.  The portfolio is a canvas to be painted and filled in.

PATIENCE

When times aren’t good I’m still there.  You find bargains among the unpopular things, the things that everybody hates.  The key is that you must have patience.

RISK

We try not to lose.  But we don’t want to try too hard.  The losses, of course, work against you in establishing decent compound rates of return.  And I hope we won’t have them.  But I don’t want to be so risk-averse that we are always trying too hard not to lose.

STEADY RETURNS

All I know is that if you can end up with a 20% track record over a longer period of time, the compound rates of return are such that the amounts are staggering.  But a lot of investors want excitement, not steady returns.  Most people don’t see making money as grinding it out, doing it as efficiently as possible.  If we have a strong market over the next six months and the fund begins to drop behind and there isn’t enough to do, people will say Cundill’s lost his touch, he’s boring.

TIMING: “THERE’S ALWAYS SOMETHING TO DO”

…Irving Kahn gave me some advice many years ago when I was bemoaning the fact that according to my criteria there was nothing to do.  He said, ‘there is always something to do.  You just need to look harder, be creative and a little flexible.’

VALUE INVESTING

I don’t think I want to become too fashionable.  In some ways, value investing is boring and most investors don’t want a boring life—they want some action: win, lose, or draw.

I think the best decisions are made on the basis of what your tummy tells you.  The Jesuits argue reason before passion.  I argue reason and passion.  Intellect and intuition.  It’s a balance.

We do liquidation analysis and liquidation analysis only.

Ninety to 95% of all my investing meets the Graham tests.  The times I strayed from a rigorous application of this philosophy I got myself into trouble.

But what do you do when none of these companies is available?  The trick is to wait through the crisis stage and into the boredom stage.  Things will have settled down by then and values will be very cheap again.

We customarily do three tests: one of them asset-based—the NAV, using the company’s balance sheet.  The second is the sum of the parts, which I think is probably the most important part that goes into the balance sheet I’m creating.  And then a future NAV, which is making a stab (which I am always suspicious about) at what you think the business might be doing in three years from now.

WORKING LIFE

I’ve been doing this for thirty years.  And I love it.  I’m lucky to have the kind of life where the differentiation between work and play is absolutely zilch.  I have no idea whether I’m working or whether I’m playing.

My wife says I’m a workaholic, but my colleagues say I haven’t worked for twenty years.  My work is my play.

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

The Ugliest Stocks Are the Best Stocks

(Image:  Zen Buddha Silence by Marilyn Barbone.)

July 18, 2021

Quantitative value investor Tobias Carlisle has written an excellent book entitled Deep Value: Why Activists and Other Contrarians Battle for Control of LOSING Corporations (Wiley, 2014).

The book has many important and counterintuitive lessons for quantitative value investors.  This blog post is a brief summary of some chief lessons.

 

UGLY VALUE STOCKS OUTPERFORM

Companies with low growth or no growth that are trading at cheap valuations significantly outperform companies with high growth.  In other words, as a group, companies that have been doing terribly and that are trading at cheap prices – seemingly justifiably – do much better than companies that have been doing well and growing fast.

It’s important to note that these findings apply to groups of stocks, not individual stocks.  Cheap value stocks, as a group (and as a portfolio), significantly outperform companies that have been doing well and whose stocks have been doing well.  Moreover, in states of the world including bear markets and recessions, value stocks do better than growth stocks.  So value stocks are less risky as a group than growth stocks.

On an individual level, a value stock is riskier than an average stock.  Whereas an average stock has a 50% chance of underperforming the market, a value stock – if it is just chosen based on cheapness alone, without additional criteria – has a greater than 50% chance of underperforming the market.  But as a group (and as a portfolio), value stocks – when compared to either growth stocks or average stocks – are less risky and perform better over time.

If you are following a deep value approach, there are additional criteria that you can apply in the stock selection process to reduce the percentage of deep value stocks that underperform the market.  One example is the Piotroski F-Score, which identifies companies that show improving fundamentals (e.g., increased cash flows or reduced debt levels).  Joseph Piotroski came up with the F-Score because he discovered that while value stocks outperform as a group, there are many individual value stocks dragging down the overall performance of the value portfolio.

In sum, a portfolio of ugly value stocks far outperforms the market over time.  Remarkably, this already significant outperformance can be noticeably improved by using the Piotroski F-Score to cut off the left tail of the return distribution.  See: http://boolefund.com/joseph-piotroski-value-investing/

 

STAGNANT VALUE OUTPERFORMS GROWING VALUE

If you only look at value stocks, which as a group outperform, doesn’t it make sense to focus on the cheap stocks where the companies have been doing well – in terms of growth – rather than the cheap stocks where the companies have been doing terribly?  No.  Carlisle comments:

This is a fascinating finding.  Intuitively, we are attracted to high growth and would assume that high-growth value stocks are high-quality stocks available at a bargain price.  The data show, however, that the low- or no-growth value stocks are the better bet.  It seems that the uglier the stock, the better the return, even when the valuations are comparable.

This same logic also applies to excellent, A+ companies versus unexcellent, D companies.  Carlisle again:

Buying well-run companies with good businesses seems to make so much sense.  Buying well-run companies with good businesses at bargain prices seems to make even more sense.  The research shows, however, that the better investment – rather than the better company – is the value stock, the scorned, the unexcellent, the Ds, the loss-making net nets.  And the better value stock, according to Lakonishok, Shleifer, and Vishny’s research, is the low- or ­no-growth value stock, what they describe as ‘contrarian value,’ and what I regard as deep value; the ugliest of the ugly.

Link to the famous 1994 paper by Josef Lakonishok, Andrei Schleifer, and Robert Vishny: http://scholar.harvard.edu/files/shleifer/files/contrarianinvestment.pdf?m=1360042367

 

QUANTITATIVE DEEP VALUE

Investing in general is difficult to do effectively, which is why Warren Buffett advises most people to invest in low-cost index funds.

Deep value investing can be even more difficult because it requires consistently buying what everyone else hates – the ugliest, the worst, the cheapest stocks available.  Deep value stocks are almost always facing enormous business problems, and quite often the industries in which deep value stocks are found are doing horribly.

Thus, the best way for most investors to benefit from deep value stocks is to use a quantitative (statistical) approach.  Carlisle explains:

Most deeply undervalued, fundamentally weak stocks are that way because their futures appear uncertain – they are losing money or marginally profitable – and, on an individual basis, don’t appear to be good candidates for purchase.  We know, however, that in aggregate they provide excellent returns, outperforming the market in the long run and suffering fewer down years than the market.  This is an area where our native intuition fails us.  As we have seen, no matter how well trained we are, humans tend to have difficulty with probabilistic, uncertain, and random processes… Since the 1950s, social scientists have been comparing the predictive abilities of traditional experts and what are known are statistical prediction rules.  The studies have found almost uniformly that statistical prediction rules are more consistently accurate than the very best experts.

I wrote about this here:  http://boolefund.com/simple-quant-models-beat-experts-in-a-wide-variety-of-areas/

The conclusion is that, for a surprisingly wide range of prediction problems – including investing – statistical prediction rules are more reliable than human experts.  Many people have objected that experts could do better than simple statistical prediction rules if they had the ability to override the rule in specific cases.  But this turns out not to be true.  The statistical prediction rules are a ceiling from which the expert detracts rather than a floor to which the expert adds.

As Daniel Kahneman explains so well in his book Thinking, Fast and Slow – see especially Part III – we humans are generally very overconfident about our ability to predict the future.  Philip Tetlock did a landmark, 20-year study of experts making political and economic predictions.  What Tetlock found based on more than 27,000 predictions over the course of two decades is that the experts were little better than chance.  See Tetlock’s Expert Political Judgment: How Good Is It? How Can We Know? (Princeton, 2005).

People, especially experts, are simply way overconfident about their ability to predict many future events.  Even Kahneman himself, after spending most of his life studying overconfidence, admits that he is “wildly overconfident” by nature, just like most people.  Overconfidence is related to many cognitive biases that people have, especially hindsight bias: http://boolefund.com/cognitive-biases/

Statistical Prediction Rules Applied to Deep Value Investing

If you don’t understand value investing – or if trailing the market for a couple of years would make you abandon a value strategy – then your best long-term investment is a low-cost broad market index fund.  Such an index fund will allow you to beat 85-90% of all investors over the course of several decades.  And it takes very little time to implement and maintain this approach.

If you understand value investing, then you should consider a quantitative value fund.  A quantitative value fund – like the Boole Microcap Fund – is a fund that systematically picks cheap stocks.  Typically, systematic stock selection is fully automated, thereby maximizing long-term results by minimizing human error.

 

BOOLE MICROCAP FUND

An equal weighted group of micro caps generally far outperforms an equal weighted (or cap-weighted) group of larger stocks over time.  See the historical chart here:  http://boolefund.com/best-performers-microcap-stocks/

This outperformance increases significantly by focusing on cheap micro caps.  Performance can be further boosted by isolating cheap microcap companies that show improving fundamentals.  We rank microcap stocks based on these and similar criteria.

There are roughly 10-20 positions in the portfolio.  The size of each position is determined by its rank.  Typically the largest position is 15-20% (at cost), while the average position is 8-10% (at cost).  Positions are held for 3 to 5 years unless a stock approaches intrinsic value sooner or an error has been discovered.

The mission of the Boole Fund is to outperform the S&P 500 Index by at least 5% per year (net of fees) over 5-year periods.  We also aim to outpace the Russell Microcap Index by at least 2% per year (net).  The Boole Fund has low fees.

 

If you are interested in finding out more, please e-mail me or leave a comment.

My e-mail: jb@boolefund.com

 

 

 

Disclosures: Past performance is not a guarantee or a reliable indicator of future results. All investments contain risk and may lose value. This material is distributed for informational purposes only. Forecasts, estimates, and certain information contained herein should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this article may be reproduced in any form, or referred to in any other publication, without express written permission of Boole Capital, LLC.

Bad Blood

(Image: Zen Buddha Silence by Marilyn Barbone)

July 11, 2021

Bad Blood: Secrets and Lies in a Silicon Valley Startup, by John Carreyrou, is hands-down one of the best business books I’ve ever read.  (It’s up there with Business Adventures, by John Brooks, and Shoe Dog, by Phil Knight.)  The book tells the story of the rise and fall of Theranos. 

In brief, here’s why it’s such a great book: Carreyrou was the investigative reporter who broke the Theranos story in 2015.  Carreyrou interviewed 150 people and withstood enormous pressure from the company’s charismatic CEO and her attorneys—led by one of the best and most feared lawyers in the country.  Other key whistle-blowers also withstood great pressure.  Many of the facts of the story are unbelievable.  And finally, Carreyrou does an outstanding job telling the story.

Theranos was a company founded by Stanford dropout Elizabeth Holmes when she was just 19 years old.  She claimed that she had invented a semi-portable device that could do every kind of blood test using only a tiny drop of blood obtained by a pin prick to the end of a finger.  Holmes declared that you could get the results in a few hours and at a much lower price than what other labs charged.

Had Theranos’s technology worked, it would have been revolutionary.  The only problem: it never came close to working.  There are different kinds of blood tests that require different laboratory instruments.  If you do one kind of blood test on a tiny sample, there isn’t enough blood left to do the other kinds of blood tests.

But Holmes believed in her vision so much, and she was such a charismatic and brilliant saleswoman, that she raised close to $1 billion dollars from investors.  This included $700 million in late 2013.  How?  See this CNN Business interview (Sept. 20, 2018): https://www.youtube.com/watch?v=BXfw-S62ISE

As Carreyrou explains to Julia Chatterley in the CNN Business interview: Holmes launched the purportedly innovative technology in Walgreens stores in California and Arizona.  In addition, when seeking investors, she focused on the family offices of billionaires while avoiding investors with any sophistication related to next-gen diagnostics.  When the less sophisticated investors learned that Theranos was giving blood tests in Walgreens stores, they assumed that its technology must be real.

Theranos offered 250 blood tests.  Unbeknownst to investors and to Theranos’s business partners—Walgreens and Safeway—240 of these tests were actually done on Siemens machines.  Theranos would collect tiny blood samples from finger pricks and then dilute them so that the Siemens machine could analyze them.  (This also required modifications to the Siemens machines that Theranos engineers had figured out.)

Only 10 of the 250 blood tests offered by Theranos were done on the company’s machine, the Edison.  Moreover, the Edison was shockingly unreliable.  Ultimately, a million blood tests done by Edison machines were voided.

Here is the outline for this blog post.  (The outline does not include the Prologue and the Epilogue, which I also touch on.)

  1. A Purposeful Life
  2. The Gluebot
  3. Apple Envy
  4. Goodbye East Paly
  5. The Childhood Neighbor
  6. Sunny
  7. Dr. J
  8. The miniLab
  9. The Wellness Play
  10. “Who is LTC Shoemaker?”
  11. Lighting a Fuisz
  12. Ian Gibbons
  13. Chiat/Day
  14. Going Live
  15. Unicorn
  16. The Grandson
  17. Fame
  18. The Hippocratic Oath
  19. The Tip
  20. The Ambush
  21. Trade Secrets
  22. La Mattanza
  23. Damage Control
  24. The Empress Has No Clothes

 

PROLOGUE

November 17, 2006.  Henry Mosley, Theranos’s chief financial officer.  Good news from Tim Kemp: Elizabeth Holmes, the twenty-two year old founder, had shown off the company’s system to executives at Novartis, a European drug giant. She had told Kemp, “It was perfect!”

Carreyrou writes:

This was a pivotal moment for Theranos.  The three-year-old startup had progressed from an ambitious idea Holmes had dreamed up in her Stanford dorm room to an actual product a huge multinational corporation was interested in using.

Mosley was a veteran of Silicon Valley.  Carreyrou again:

What had drawn Mosley to Theranos was the talent and experience gathered around Elizabeth.  She might be young, but she was surrounded by an all-star cast.  The chairman of her board was Donald L. Lucas, the venture capitalist who had groomed billionaire software entrepreneur Larry Ellison and helped him take Oracle Corporation public in the mid-1980s. Lucas and Ellison had both put some of their own money into Theranos.

Another board member with a sterling reputation was Channing Robertson, the associate dean of Stanford’s School of Engineering. Robertson was one of the stars of the Stanford faculty… Based on the few interactions Mosley had had with him, it was clear Robertson thought the world of Elizabeth.

Carreyrou says that Theranos also had a strong management team, which impressed Mosley.  Furthermore, Mosley understood that the market Theranos was targeting was huge.  Pharmaceutical companies spent tens of billions of dollars on clinical trials to test new drugs each year.  If Theranos could make itself indispensable to them and capture a fraction of that spending, it could make a killing.

Carreyrou notes that Elizabeth had asked Mosley for some financial projections, which he provided. Elizabeth asked him to revise the projections upward.  Mosley was a bit uncomfortable, but he knew it was a part of the game new tech startups played to attract VC money.

Something wasn’t right, though.  Although Elizabeth was enthusiastic about the presentation to Novartis, some of her colleagues seemed downcast.  With some digging, Mosley found out the problem from Shaunak, a fellow employee. Theranos’s blood-testing system was unreliable. This was the first Mosley heard about the issue.

Well, there was a reason it always seemed to work, Shaunak said.  The image on the computer screen showing the blood and settling into he little wells was real.  But you never knew whether you were going to get a result or not.  So they’d recorded a result from one of the times it worked. It was that recorded result that was displayed at the end of each demo.

Mosley was stunned.  He thought the result were extracted in real time from the blood inside the cartridge.  That was certainly what the investors he brought by were led to believe.  What Shaunak had just described sounded like a sham. It was OK to be optimistic and aspirational when you pitched investors, but there was a line not to cross.  And this, in Mosley’s view, crossed.

Later, Mosley politely raised the issue with Elizabeth.  Mosley said they couldn’t keep fooling investors.  Elizabeth’s expression immediately became hostile.  She told Mosley he wasn’t a team player and said he should leave immediately.  Elizabeth had fired him.

 

A PURPOSEFUL LIFE

Elizabeth wanted to be an entrepreneur at a young age.  Carreyrou:

When she was seven, she set out to design a time machine and filled up a notebook with detailed engineering drawings.

When she was nine or ten, one of her relatives asked her at a family gathering the question every boy and girl is asked sooner or later: “What do you want to do when you grow up?”

Without skipping a beat, Elizabeth replied, “I want to be a billionaire.”

These weren’t the idle words of a child.  Elizabeth uttered them with the utmost seriousness and determination, according to a family member who witnessed the scene.

Carreyrou explains that Elizabeth’s parents encouraged her ambition based on a distinguished family history.  She descended from Charles Louis Fleischmann on her father’s side.  Fleischmann was a Hungarian immigrant who created the Fleischmann Yeast Company, which was remarkably successful.  The Fleischmanns were one of the wealthiest families in America at the beginning of the twentieth century. 

Bettie Fleischmann, Charles’s daughter, married her father’s Danish physician, Dr. Christian Holmes.  He was Elizabeth’s great-great-grandfather.

Aided by the political and business connections of his wife’s wealthy family, Dr. Holmes established Cincinnati General Hospital and the University of Cincinnati’s medical school.  So the case could be made—and it would in fact be made to the venture capitalists clustered on Sand Hill Road near the Stanford University campus—that Elizabeth didn’t just inherit entrepreneurial genes, but medical ones too.

Elizabeth’s mother, Noel, also had notable family background.  Noel’s father was a West Point graduate who became a high-ranking Pentagon official who oversaw the shift from draft-based military to an all-volunteer force in the early 1970s.  The Daoust line could be traced back to one of Napoleon’s top field generals.

Chris Holmes also made sure to teach his daughter about the failings of his father and grandfather.  They had cycled through marriages and struggled with alcoholism while they squandered the family fortune.  Elizabeth later explained that she learned about greatness, but also about what happens if you don’t have a high purpose—your character and qualify of life suffered.

When Elizabeth was a kid, she liked to play monopoly with her cousins and brother.  She was intensely competitive.  She got furious when she lost and at least a few times ran right through a screen on the front door of the condo owned by her aunt and uncle.

Elizabeth became a straight-A student in high school by working hard and sacrificing sleep.  Stanford was the natural choice for someone interested in computers and science who wanted to be an entrepreneur.  She was accepted to Stanford as a President’s Scholar in the spring of 2002.

Carreyrou explains how Elizabeth got interested in biotechnology:

Her father had drilled into her the notion that she should live a purposeful life.  During his career in public service, Chris Holmes had overseen humanitarian efforts like the 1980 Mariel boatlift, in which more than one hundred thousand Cubans and Haitians migrated to the United States.  There were pictures around the house of him provided disaster relief in war-torn countries.  The message Elizabeth took away from them is that if she wanted to truly leave her mark on the world, she would need to accomplish something that furthered the greater good, not just become rich.  Biotechnology offered the prospect of achieving both.  She chose to study chemical engineering, a field that provided a natural gateway to the industry.

Elizabeth took Introduction to Chemical Engineering from star faculty member Channing Robertson.  She also convinced him to let her work in his lab.  She had a boyfriend for a time, but broke up telling him that she was starting a company and wouldn’t have any time to date.

After her freshman year, Elizabeth had a summer internship at the Genome Institute of Singapore.  Earlier that year (2003), severe acute respiratory syndrome (SARS) had hit Asia.  Elizabeth’s job was testing patient specimens gathered using low-tech methods like syringes.  She thought there was a better way.  Carreyrou:

When she got back home to Houston, she sat down at her computer for five straight days, sleeping one or two hours a night and eating from trays of food her mother brought her.  Drawing from new technologies she had learned about during her internship and in Robertson’s classes, she wrote a patent application for an arm patch that would simultaneously diagnose medical conditions and treat them.

Robertson was impressed, saying:

“She had somehow been able to take and synthesis these pieces of science and engineering and technology that I had never thought of.”

Robertson urged Elizabeth to follow her dream.  So she did: she launched a startup, tapping family connections to raise money.  By the end of 2006, she had raised almost $6 million. Her first employee was Shaunak Roy, who had a Ph.D. in chemical engineering.  Elizabeth had worked with Shaunak in Robertson’s lab.

Elizabeth and Shaunak dropped the patch idea and came up with a cartridge-and-reader system:

The patient would prick her finger to draw a small sample of blood and place it in a cartridge that looked like a thick credit card.  The cartridge would slot into a bigger machine called a reader.  Pumps inside the reader would push the blood through tiny channels in the cartridge and into little wells coated with proteins known as antibodies.  On its way to the wells, a filter would separate the blood’s solid elements, its red and white blood cells, from the plasma and let only the plasma through.  When the plasma came into contact with the antibodies, a chemical reaction would produce a signal that would be “read” by the reader and translated into a result.

Elizabeth envisioned placing the cartridges and readers in patient’s homes so that they could test their blood regularly.  A cellular antenna on the reader would send the test results to the computer of a patient’s doctor by way of a central server. This would allow the doctor to make adjustments to the patient’s medication quickly, rather than waiting for the patient to go get his blood tested at a blood-draw center or during his next office visit.

By late 2005, eighteen months after he’d come on board, Shaunak was beginning to feel like they were making progress.  The company had a prototype, dubbed the Theranos 1.0, and had grown to two dozen employees.  It also had a business model it hoped would quickly generate revenues: it planned to license its blood-testing technology to pharmaceutical companies to help them catch adverse drug reactions during clinical trials.

 

THE GLUEBOT

Edmund Ku was a talented engineer with a reputation for fixing tough problems.  When Ku interviewed with Elizabeth Holmes in early 2006, he felt inspired by her vision.

Elizabeth cited the fact that an estimated one hundred thousand Americans died each year from adverse drug reactions.  Theranos would eliminate all those deaths, she said.  It would quite literally save lives.

Ed’s job would be to turn the Theranos 1.0 prototype into a product that could be commercialized.  It soon became clear to Ed that this would be the most difficult engineering challenge he had faced.  The main challenge was that Elizabeth required that they use only a drop of blood pricked from the end of a finger.

Her obsession with miniaturization extended to the cartridge.  She wanted it to fit in the palm of a hand, further complicating Ed’s task.  He and his team spent months reengineering it, but they never reached a point where they could reliably reproduce the same test results from the same blood samples.

The quantity of blood they were allowed to work with was so small that it had to bediluted with a saline solution to create more volume.  That made what would otherwise have been relatively routine chemistry work a lot more challenging.

Adding another level of complexity, blood and saline weren’t the only fluids that had to flow through the cartridge.  The reactions that occurred when the blood reached the little wells required chemicals known as reagents.  Those were stored in separate chambers. 

All these fluids needed to flow through the cartridge in a meticulously choreographed sequence, so the cartridge contained little valves that opened and shut at precise intervals.  Ed and his engineers tinkered with the design and the timing of the valves and the speed at which the various fluids were pumped through the cartridge.

Another problem was preventing all those fluids from leaking and contaminating one another.

Meanwhile, having burned through its first $6 million, Theranos raised another $9 million.  A separate group of biochemists worked on the chemistry work.  But Elizabeth kept the two groups from communicating with one another.  She preferred to be the only one who could see the whole system.  This was far from ideal.  Ed couldn’t tell if problems they were trying to solve were caused by microfluidics, which was their focus, or chemistry, which the other group was responsible for.

One evening, Elizabeth told Ed that progress wasn’t fast enough.  She wanted the engineering department to run twenty-four hours a day.  Ed disagreed.

Ed noticed a quote cut out from an article sitting on Elizabeth’s desk.  It was from Channing Robertson:

“You start to realize you are looking in the eyes of another Bill Gates, or Steve Jobs.”

Carreyrou:

That was a high bar to set for herself, Ed thought.  Then again, if there was anyone who could clear it, it might just be this young woman.  Ed had never encountered anyone as driven and relentless.  She slept four hours a night and popped chocolate-coated coffee beans throughout the day to inject herself with caffeine.  He tried to tell her to get more sleep and to live a healthier lifestyle, but she brushed him off.

Around that time, Elizabeth was meeting regularly with the venture capitalist Don Lucas and also (less regularly) with Larry Ellison.  Lucas and Ellison had both invested in the recent Series B round that raised $9 million.  Carreyrou comments:

Ellison might be one of the richest people in the world, with a net worth of some $25 billion, but he wasn’t necessarily the ideal role model.  In Oracle’s early years, he had famously exaggerated his database software’s capabilities and shipped versions of it crawling with bugs.  That’s not something you could do with a medical device.

Since Ed had refused to make his engineering group work 24/7, Elizabeth had cooled towards him.  Soon she had hired a rival engineering group.  Ed’s group was put in competition with this new group.

Elizabeth had persuaded Pfizer to try the Theranos system in a pilot project in Tennessee.  The Theranos 1.0 devices would be put in people’s homes and they would test their blood every day.  Results would be sent wirelessly to the Theranos’s office in California, where they would be analyzed and then sent to Pfizer.  The bugs would have to be fixed before then.  Ed accompanied Elizabeth to Tennessee to start training doctors and patients on how to use the system.

When they got to Tennessee, the cartridges and the readers they’d brought weren’t functioning properly, so Ed had to spend the night disassembling and reassembling them on his bed in his hotel room.  He managed to get them working well enough by morning that they were able to draw blood samples from two patients and a half dozen doctors and nurses at a local oncology clinic.

The patients looked very sick.  Ed learned that they were dying of cancer.  They were taking drugs designed to slow the growth of their tumors, which might buy them a few more months to live.

Elizabeth declared the trip a success, but Ed thought it was too soon to use Theranos 1.0 in a patient study—especially on terminal cancer patients.

***

In August 2007, Elizabeth had everyone in the company gather.  Standing next to Elizabeth was Michael Esquivel, a lawyer.  Equivel announced that the company was suing three former employees—Michael O’Connell, Chris Todd, and John Howard—for stealing intellectual property.  Current employees were not to have any contact with these individuals.  And all documents and emails had to be preserved.  Moreover, the FBI had been called for assistance.

O’Connell held a postdoctorate in nanotechnology from Stanford.  He thought he had solved the microfluidic problems of the Theranos system.  O’Connell convinced Todd to form a company with him—Avidnostics.  O’Connell also spoke with Howard, who helped but decided not to join the company.

Elizabeth had always been very concerned about proprietary information getting out.  She required employees—as well as any who entered the Theranos office or did business with it—to sign nondisclosure agreements.

Meanwhile, the engineering teams vied to be first to solve the problems with Theranos 1.0.  Tony Nugent, an Irishman, was the head of the team competing with Ed’s team.

Tony decided that part of the Theranos value proposition should be to automate all the steps that bench chemists followed when they tested blood in a laboratory.  In order to automate, Tony needed a robot.  But he didn’t want to waste time building one from scratch, so he ordered a three-thousand-dollar glue-dispensing robot from a company in New Jersey called Fisnar.  It became the heart of the new Theranos system.

Soon Tony and team had built a smaller version of the robot that fit inside an aluminum box slightly smaller than a desktop computer tower.  Eventually they got the robot to follow the same steps a human chemist would.

First, it grabbed one of the two pipette tips and used it to aspirate the blood and mix it with diluents contained in the cartridge’s other tubes.  Then it grabbed the other pipette tip and aspirated the diluted blood with it.  This second tip was coated with antibodies, which attached themselves to the molecule of interest, creating a microscopic sandwich.

Therobot’s last step was to aspirate reagents from yet another tube in the cartridge.  When the reagents came into contact with the microscopic sandwiches, a chemical reaction occurred that emitted a light signal.  An instrument inside the reader called a photomultiplier tube then translated the light signal into an electric current.

The molecule’s concentration in the blood—what the test sought to measure—could be inferred from the power of the electrical current, which was proportional to the intensity of the light.

This blood-testing technique was known as chemiluminescent immunoassay.  (In laboratory speak, the word “assay” is synonymous with “blood test.”)  The technique was not new: it had been pioneered in the early 1980s by a professor at Cardiff University.  But Tony had automated it inside a machine that, though bigger than the toaster-size Theranos 1.0, was still small enough to make Elizabeth’s vision of placing it in patients’ homes possible.  And it only required about 50 microliters of blood.  That was more than 10 microliters Elizabeth initially insisted upon, but it still amounted to just a drop.

Once they had a functioning prototype—it worked much better than the system Ed was working on—Elizabeth suggested they call it the Edison (since everything else had failed).  Elizabeth decided to use the Edison instead of the microfluidic system.  Carreyrou points out the irony of this decision, given that the company had just filed a lawsuit to protect the intellectual property associated with the microfluidic system.  Soon thereafter, Ed and his team were let go.

Carreyrou continues:

Shaunak followed Ed out the door two weeks later, albeit on friendlier terms.  The Edison was at its core a converted glue robot and that was a pretty big step down from the lofty vision Elizebeth had originally sold him on.  He was also unsettled by the constant staff turnover and the lawsuit hysteria.

Although Elizabeth was excited about the Edison, it was a long way from a finished product.

 

APPLE ENVY

Elizabeth worshipped Steve Jobs and Apple.  In the summer of 2007, she started recruiting employees of Apple.  Ana Arriola, a product designer who worked on the iPhone, was one such recruit.

…Elizabeth told Ana she envisioned building a disease map of each person through Theranos’s blood tests.  The company would then be able to reverse engineer illnesses like cancer with mathematical models that would crunch the blood data and predict the evolution of tumors.

Ana and (later) her wife Corrine were impressed enough that Ana decided to leave behind fifteen thousand Apple shares.  She was hired as Theranos’s chief design officer.  Elizabeth wanted a software touchscreen like the iPhone’s for the Edison.  And she wanted a sleek outer case.

Since fans like Channing Robertson and Don Lucas were starting to compare Elizabeth to Steve Jobs, Ana thought she should look the part.  Soon Elizabeth was wearing a black turtleneck and black slacks most of the time.

Elizebeth’s idealism seemed like a good thing.  But there continued to be other aspects of working at Theranos that seemed stifling (to say the least).  Different groups were prevented from sharing information and working together.  Moreover, employees knew they were being spied on—including what they did on their computer and what they did on Facebook. 

Also, one of Elizabeth’s assistants kept track of how many hours each employee worked.  Elizabeth had dinner catered—it arrived at 8 or 8:30 each night—in order to encourage people to put in more hours.

Finally, people were constantly getting fired from Theranos.

One person Elizabeth recruited to Theranos was Avie Tevanian.  Avie was one of Steve Job’s closest friends.  Avie had worked with Jobs and NeXT, and then went with Jobs to Apple in 1997.  Avie was the head of software engineering.  After an arduous decade, Avie retired.  Elizabeth convinced Avie to join the Theranos board.  Avie invested $1.5 million into the company in the 2006 offering.

The first couple of board meetings Avie attended had been relatively uneventful, but, by the third one, he’d begun to notice a pattern.  Elizabeth would present increasingly rosy projections based on the deals she said Theranos was negotiating with pharmaceutical companies, but the revenues wouldn’t materialize.  It didn’t help that Henry Mosley, the chief financial officer, had been fired soon after Avie became a director.  At the last board meeting he’d attended, Avie had asked more pointed questions about the pharmaceutical deals and been told they were held up in legal review.  When he’d asked to see the contracts, Elizabeth had said she didn’t have any copies readily available.

There were also repeated delays with the product’s rollout and the explanation for what needed to be fixed kept changing.  Avie didn’t pretend to understand the science of blood-testing; his expertise was software.  But if the Theranos system was in the final stages of fine-tuning as he’d been told, how could a completely different technical issue be the new holdup every quarter?  That didn’t sound to him like a product that was on the cusp of commercialization.

Avie started asking more questions at the board meetings.  Soon thereafter, Don Lucas contacted Avie and informed him that Elizabeth was upset with his behavior and wanted him to leave the board.  Avie was surprised because he was just doing his duty as a board member.  Avie decided to look at all the material he’d been given over the previous year, including investment material. 

As he read them over, he realized that everything about the company had changed in the space of a year, including Elizabeth’s entire executive team.  Don needed to see these, he thought.

Ana Arriola was also growing concerned.  One morning, Ana brought up a question to Elizabeth.  Given that the technology wasn’t working, why not pause the Tennessee study in order to fix the bugs first?  They could always restart the study later once the product was functional.  Elizabeth replied that Pfizer and every other big pharma company wanted her blood-testing system and Theranos was going to be a great company.  Then Elizabeth suggested to Ana that she might be happier elsewhere. 

Ana knew it wasn’t right to use an unreliable blood-test system in the Tennessee study.  Later that same day, she resigned.

When Avie showed the material he’d gathered to Don, Don suggested to Avie that he resign.  Avie was surprised that Don didn’t seem interested in the material.  But Avie realized that he’d retired from Apple for good reason (to spend more time with his family).  He didn’t need extra aggravation.  So he told Don he would resign.

Don then brought up one more thing to Avie.  Shaunak Roy was leaving and was selling his shares to Elizabeth.  She needed the board to waive the company’s rights to repurchase Shaunak’s stock.  Avie didn’t think that was a good idea.  Don then said he wanted Avie to waive his own right as a board member to purchase the stock.

Avie was starting to get upset.  He told Don to have Theranos’s general, Michael Esquivel, to send him the information.  After reading it, Avie thought it was clear that he could buy some of Shaunak’s stock.  Avie decided to do so and informed Esquivel.  That prompted an argument.

At 11:17 p.m. on Christmas Eve, Esquivel sent Avie an email accusing him of acting in “bad faith” and warned him that Theranos was giving serious consideration to suing him for breach of his fiduciary duties as a board member and for public disparagement of the company.

Avie was astonished.  Not only had he done no such things, in all his years in Silicon Valley he had never come close to being threatened with a lawsuit.  All over the Valley, he was known as a nice guy.  A teddy bear.  He didn’t have any enemies.  What was going on here? 

Avie spoke with a friend who was a lawyer, who asked Avie if, given what he now knew, he really wanted to buy more shares in the company.  No, thought Avie.  But he did write a parting letter to Don summarizing his concerns.  The letter concluded:

“I do hope you will fully inform the rest of the Board as to what happened here.  They deserve to know that by not going along 100% ‘with the program’ they risk retribution from the Company/Elizabeth.”

 

GOODBYE EAST PALY

In early 2008, Theranos moved to a new location on Hillview Avenue in Palo Alto.  It was a drastic improvement over their previous location in East Palo Alto.  That area—east of Highway 101 (Bayshore Freeway)—was much poorer and had once been the country’s murder capital.

Matt Bissel, head of IT, was in charge of the move.  At 4 o’clock in the afternoon the day before the movers were scheduled to come, Matt was pulled into a conference room.  Elizabeth was on the line from Switzerland.  She told Matt she’d just learned that Theranos would be charged an extra month’s rent if they waited until tomorrow.  She told Matt to call the moving company immediately to see if they could do it.  No way.  But Elizabeth kept pushing.  Someone pointed out that the blood samples wouldn’t be kept at the right temperature if they were moved immediately.  Elizabeth said they could put them in refrigerated trucks.

Finally, Matt got Elizabeth to slow down after pointing out that they would still have to do an inspection with state officials to prove that they had properly disposed of any hazardous materials.  That meant no new tenant could move in until then.

Matt greatly admired Elizabeth as one of the smartest people he’d ever met, and as an energizing leader.  But he was starting to grow worried about some aspects of the company.

One aspect of Matt’s job had become increasingly distasteful to him.  Elizabeth demanded absolute loyalty from her employees and if she sensed that she no longer had it from someone, she could turn on them in a flash.  In Matt’s two and a half years at Theranos, he had seen her fire some thirty people, not counting the twenty or so employees who lost their jobs at the same time as Ed Ku when the microfluidic platform was abandoned.

Every time Elizabeth fired someone, Matt had to assist with terminating the employee…In some instances, she asked him to build a dossier on the person that she could use for leverage.

Matt was bothered in particular about how John Howard was treated.

When Matt reviewed all the evidence assembled for the Michael O’Connell lawsuit, he didn’t see anything proving that Howard had done anything wrong.  He’d had contact with O’Connell but he’d declined to join his company.  Yet Elizabeth insisted on connecting the dots in a certain way and suing him too, even though Howard been one of the first people to help her when she dropped out of Stanford, letting her use the basement of his house in Saratoga for experiments in the company’s early days.

Matt decided it was a good time to launch his own IT company.  When he informed Elizabeth, she couldn’t believe it.  She offered him a raise and a promotion, but he turned her down.  Then she grew very cold.  She offered one of Matt’s colleagues, Ed Ruiz, Matt’s position if he would look through Matt’s files and emails.  Ed was good friends with Matt and refused. (There was nothing to find anyway.)  A few months after Matt left, Ed decided to work for Matt’s new company.

Meanwhile, Aaron Moore and Mike Bauerly wanted to test two ofthe Edison prototypes built by Tony Nugent and Dave Nelson.  This was informal “human factors” research to see how people reacted.

Aaron took photos with his digital camera to document what they were doing.  The Eve Behar cases weren’t ready yet, so the devices had a primitive look.  Their temporary cases were made from gray aluminum plates bolted together.  The front plate tilted upward like a cat door to let the cartridge in.  A rudimentary software interface sat atop the cat door at an angle.  Inside, the robotic arm made loud, grinding sounds.  Sometimes, it would crash against the cartridge and the pipette tips would snap off.  The overall impression was that of an eighth-grade science project.

Aaron and Mike visited their friends’ offices to do the tests.

As the day progressed, it became apparent that one pinprick often wasn’t enough to get the job done.  Transferring the blood to the cartridge wasn’t the easiest of procedures.  The person had to swab his finger with alcohol, prick it with the lancet, apply the transfer pen to the blood that bubbled up from the finger to aspirate it, and then press on the transfer pen’s plunger to expel the blood into the cartridge.  Few people got it right on their first try.  Aaron and Mike kept having to ask their test subjects to prick themselves multiple times.  It got messy. There was blood everywhere.

This confirmed Aaron was worried about: A fifty-five-year-old patient in his or her home was going to have trouble.  Aaron passed on his concerns to Tony and Elizabeth, but they didn’t think it was important.  Aaron was getting disillusioned.

A bit later, Todd Surdey was hired to run sales and marketing.  One of Todd’s two subordinates was on the East Coast: Susan DiGiaimo.  Susan had accompanied Elizabeth on quite a few sales pitches to drug makers.  Susan had been uncomfortable about Elizabeth’s very lofty promises.

Todd asked Susan about Elizabeth’s revenue projections.  Susan replied that they were vastly overinflated.

Moreover, no significant revenues would materialize unless Theranos proved to each partner that its blood system worked.  To that effect, each deal provided for an initial tryout, a so-called validation phase…

The 2007 study in Tennessee was the validation phase of the Pfizer contract.  Its objective was to prove that Theranos could help Pfizer gauge cancer patients’ response to drugs by measuring the blood concentration of three proteins the body produces in excess when tumors grow.  If Theranos failed to establish any correlation between the patients’ protein levels and the drugs, Pfizer could end their partnership and any revenue forecast Elizabeth had extrapolated from the deal would turn out to be fiction.

Susan also shared with Todd that she had never seen any validation data.  And when she went on demonstrations with Elizabeth, the devices often malfunctioned.  A case in point was the one they’d just conducted at Novartis.  After the first Novartis demo in late 2006 during which Tim Kemp had beamed a fabricated result from California to Switzerland, Elizabeth had continued to court the drug maker and had arranged a second visit to its headquarters in January 2008.

The night before that second meeting, Susan and Elizabeth had pricked their fingers for two hours in a hotel in Zurich to try to establish some consistency in the test results they were getting, to no avail. When they showed up at Novartis’s Basel offices the next morning, it got worse: all three Edison readers produced error messages in front of a room full of Swiss executives.  Susan was mortified, but Elizabeth kept her composure and blamed a minor technical glitch.

Based on the intel he was getting from Susan and from other employees in Palo Alto, Todd became convinced that Theranos’s board was being misled about the company’s finances and the state of its technology.

Todd brought his concerns to Michael Esquivel, the company’s general counsel.  Michael had been harboring his own suspicions.  In March 2008, Todd and Michael approached Tom Brodeen, a Theranos board member.  Since he was relatively new, he said they should raise their concerns with Don Lucas, the board’s chairman.  So they did.

This time, Don Lucas had to take the matter seriously.

Lucas convened an emergency meeting of the board in his office on Sand Hill Road.  Elizabeth was asked to wait outside the door while the other directors—Lucas, Brodeen, Channing Robertson, and Peter Thomas, the founder of an early stage venture capital firm called ATAventures—conferred inside.

After some discussion, the four men reached a consensus: they would remove Elizabeth as CEO.  She had proven herself too young and inexperienced for the job.  Tom Brodeen would step in to lead the company for a temporary period until a more permanent replacement could be found.  They called in Elizabeth to confront her with what they had learned and inform her of their decision.

But then something extraordinary happened.

Over the course of the next two hours, Elizabeth convinced them to change their minds.  She told them she recognized there were issues with her management and promised to change.  She would be more transparent and responsive going forward.  It wouldn’t happen again.

A few weeks later, Elizabeth fired Todd and Michael.  Soon thereafter, Justin Maxwell, a friend of Aaron and Mike’s, decided to resign.  His resignation email included this:

believe in the people who disagree with you… Lying is a disgusting habit, and it flows through the conversations here like its our own currency.  The cultural disease here is what we should be curing… I mean no ill will towards you, since you believe in what I was doing and hoped I would succeed at Theranos.

A few months later, Aaron Moore and Mike Bauerly resigned.

 

THE CHILDHOOD NEIGHBOR 

Richard Fuisz was a medical inventor and entrepreneur.  He was following what Elizabeth was doing at Theranos.  The Fuisz and Holmes families had been friends for two decades.

Elizabeth’s mother, Noel, and Richard’s wife, Lorraine, had developed a close friendship.  But the husbands weren’t as close.  This may have been because Chris Holmes was on a government salary, while Richard Fuisz was a successful businessman who liked to flaunt it.

Money was indeed a sore point in the Holmes household.  Chris’s grandfather, Christian Holmes II, had depleted his share of the Fleischmann fortune by living a lavish and hedonistic lifestyle on an island in Hawaii, and Chris’s father, Christian III, had frittered away what was left during an unsuccessful career in the oil business.

Carreyrou later explains:

Richard Fuisz was a vain and prideful man.  The thought that the daughter of longtime friends and former neighbors would launch a company in his area of expertise and that they wouldn’t ask for his help or even consult him deeply offended him. 

Carreyrou again:

Fuisz had a history of taking slights personally and bearing grudges.  The lengths he was willing to go to get even with people he perceived to have crossed him is best illustrated by his long and protracted feud with Vernon Loucks, the CEO of hospital supplies maker Baxter International.

Fuisz traveled frequently to the Middle East in the 1970s and early 1980s because it was the biggest market for his medical film business, Medcom.  On one of these trips, he ran into Loucks.  Over dinner, Loucks offered to buy Medcom for $53 million.  Fuisz agreed. 

Fuisz was supposed to be head of the new Baxter subsidiary for three years, but Loucks dismissed him after the acquisition closed.  Fuisz sued Baxter for wrongful termination, asserting that Loucks fired him for refusing to pay a $2.2 million bribe to a Saudi firm to remove Baxter from an Arab blacklist of companies doing business with Israel.  Carreyrou:

The two sides reached a settlement in 1986, under which Baxter agreed to pay Fuisz $800,000.  That wasn’t the end of it, however.  When Fuisz flew to Baxter’s Deerfield, Illinois, headquarters to sign the settlement, Loucks refused to shake his hand, angering Fuisz and putting him back on the warpath.

In 1989, Baxter was taken off the Arab boycott list, giving Fuisz an opening to seek his revenge.  He was leading a double life as an undercover CIA agent by then, having volunteered his services to the agency a few years earlier after coming across one of its ads in the classified pages of the Washington Post.

Fuisz’s work for the CIA involved setting up dummy corporations throughout the Middle East that employed agency assets, giving them a non-embassy cover to operate outside the scrutiny of local intelligence services.  One of the companies supplied oil-rig operators to the national oil company of Syria, where he was particularly well-connected.

Fuisz suspected Baxter had gotten itself back in Arab countries’ good graces through chicanery and set out to prove it using his Syrian connections. He sent a female operative he’d recruited to obtain a memorandum kept on file in the offices of the Arab League committee in Damascus that was in charge of enforcing the boycott.  It showed that Baxter had provided the committee detailed documentation about its recent sale of an Israeli plant and promised it wouldn’t make new investments in Israel or sell the country new technologies.  This put Baxter in violation of a U.S. anti-boycott law, enacted in 1977, that forbade American companies from participating in any foreign boycott or supplying blacklist officials any information that demonstrated cooperation with the boycott.

Fuisz sent a copy of the memo to Baxter’s board of directors and another copy to the Wall Street Journal.  The Journal published a front-page story.  Fuisz then was able to get copies of letters Baxter’s general counsel had written to a general in the Syrian army.  These letters confirmed the memo.

The revelations led the Justice Department to open an investigation.  In March 1993, Baxter was forced to plead guilty to a felony charge of violating the anti-boycott law and to pay $6.6 million in civil and criminal fines.  The company was suspended from new federal contracts for four months and barred from doing business in Syria and Saudi Arabia for two years.  The reputational damage also cost it a $50 million contract with a big hospital group.

Fuisz was upset, however, that Loucks still remained CEO.  So he came up with another attack.  Loucks was a Yale alumnus and served as trustee of Yale Corporation, the university’s governing body.  He also chaired the university’s fund-raising campaign.  Commencement ceremonies were coming up that May.

Through his son Joe, who had graduated from Yale the year before, Fuisz got in touch with a student named Ben Gordon, who was the president of Yale Friends of Israel association.  Together, they organized a graduation day protest featuring “Loucks Is Bad for Yale” signs and leaflets.  The crowning flourish was a turboprop plane Fuisz hired to fly over the campus trailing a banner that read, “Resign Loucks.”

Three months later, Loucks stepped down as Yale trustee.

All of that said, Fuisz’s initial interest in Theranos’s technology came more from opportunism than any desire for revenge.  Fuisz had made quite a bit of money by patenting inventions he thought other companies would want at some point.  Carreyrou:

One of his most lucrative plays involved repurposing a cotton candy spinner to turn drugs into fast-dissolving capsules.  The idea came to him when he took his daughter to a country fair in Pennsylvania in the early 1990s.  He later sold the public corporation he formed to house the technology to a Canadian pharmaceutical company for $154 million and personally pocketed $30 million from the deal.

Fuisz listened to an interview Elizabeth did for NPR’s “Biotech Nation,” in May 2005.  In that interview, Elizabeth explained how her blood-test system could be used for at-home monitoring of adverse reactions to drugs.

…But as a trained physician, he also spotted a potential weakness he could exploit.  If patients were going to test their blood at home with the Theranos device to monitor how they were tolerating the drugs they were taking, there needed to be a built-in mechanism that would alert their doctors when the results came back abnormal.

He saw a chance to patent that missing element, figuring there was money to be made down the road, whether from Theranos or someone else.  His thirty-five years of experience patenting medical inventions told him such a patent might eventually command up to $4 million for an exclusive license.

Fuisz filed a fourteen-page patent application with he U.S. Patent and Trademark office on April 24, 2006. It didn’t claim to invent new technology, but to combine existing technologies—wireless data transmission, computer chips, and bar codes—into a physician alert mechanism that could be part of at-home blood-testing devices.  The application said clearly that it was  targeting the company Theranos.

Meanwhile, for other reasons, the Fuisz and Holmes families grew apart.  By the time Elizabeth became aware of Richard Fuisz’s patent, the two families were no longer on speaking terms.

 

SUNNY     

Chelsea Burkett and Elizabeth had been friends at Stanford.  Elizabeth recruited Chelsea to Theranos.  Chelsea found Elizabeth to be very persuasive:

She had this intense way of looking at you while she spoke that made you believe in her and want to follow her.

About the same time Chelsea joined Theranos, Ramesh “Sunny” Balwani came on board as a senior Theranos executive.  All that Chelsea knew was that Sunny was Elizabeth’s boyfriend and that they were living together in a Palo Alto apartment.  Sunny immediately asserted himself and seemed omnipresent.

Sunny was a force of nature, and not in a good way.  Though only about five foot five and portly, he made up for his diminutive stature with an aggressive, in-your-face management style.  His thick eyebrows and almost-shaped eyes, set above a mouth that drooped at the edges and a square chin, projected an air of menace.  He was haughty and demeaning towards employees, barking orders and dressing people down.

Chelsea took an immediate dislike to him even though he made an effort to be nicer to her in deference to her friendship with Elizabeth.  She didn’t understand what her friend saw in this man, who was nearly two decades older than she was and lacking in the most basic grace and manners.  All her instincts told her Sunny was bad news, but Elizabeth seemed to have the utmost confidence in him.

Elizabeth and Sunny had met in Beijing when Elizabeth was in her third year of a Stanford program that taught students Mandarin.  Apparently, Elizabeth had been bullied by some of the students and Sunny came to her defense.

Sunny was born and raised in Pakistan.  He pursued his undergraduate studies in the U.S.  Then he worked for a decade as a software engineer for Lotus and Microsoft.  In 1999, Sunny joined CommerceBid.com, which was developing software that would have suppliers bid against one another in an auction.  The goal was to achieve economies of scale and lower prices.

In November 1999, a few months after Sunny joined CommerceBid as president and chief technology officer, the company was acquired for $232 million in cash and stock.  Carreyrou:

It was a breathtaking price for a company that had just three clients testing its software and barely any revenues.  As the company’s second-highest-ranking executive, Sunny pocketed more than $40 million.  His timing was perfect.  Five months later, the dot-com bubble popped and the stock market came crashing down. Commerce One [the company that acquired CommerceBid] eventually filed for bankruptcy.

Yet Sunny didn’t see himself as lucky.  In his mind, he was a gifted businessman and the Commerce One windfall was a validation of his talent.  When Elizabeth met him a few years later, she had no reason to question that.  She was an impressionable eighteen-year-old girl who saw in Sunny what she wanted to become: a successful and wealthy entrepreneur.  He became her mentor, the person who would teach her about business in Silicon Valley.

In 2004, the IRS forced Sunny to pay millions in back taxes after he had tried to use a tax shelter. Sunny liked to flaunt his wealth.  He drove a black Lamborghini Gallardo and a black Porsche 911.  Carreyrou writes:

He wore white designer shirts with puffy sleaves, acid-washed jeans, and blue Gucci loafers.  His shirts’ top three buttons were always undone, causing his chest hair to spill out and revealing a thin gold chain around his neck.  A pungent scent of cologne emanated from him at all times.  Combined with the flashy cars, the overall impression was of someone heading out to a nightclub rather than to the office.

Sunny was supposed to be an expert in software.  He even bragged that he’d written a million lines of code.  Some employees thought that was an absurd claim.  (Microsoft software engineers had written the Windows operating system at a rate of one thousand lines of code per year, notes Carreyrou.)

Carreyrou adds:

There was also the murky question of what she told the board about their relationship.  When Elizabeth informed Tony that Sunny was joining the company, Tony asked her point-blank whether they were still a couple.  She responded that the relationship was over.  Going forward, it was strictly business, she said.  But that would prove not to be true.

Carreyrou continues:

When Elizabeth pitched pharmaceutical executives now, she told them that Theranos would forecast how patients would react to the drugs they were taking.  Patients’ test results would be input into a proprietary computer program the company had developed.  As more results got fed into the program, its ability to predict how markers in the blood were likely to change during treatment would become better and better, she said.

It sounded cutting-edge, but there was a catch: the blood-test results had to be reliable for the computer program’s predictions to have any value… Theranos was supposed to help Centocor [in Antwerp, Belgium] to assess how patients were responding to an asthma drug by measuring a biomarker in their blood called allergen-specific immunoglobulin E, or IgE, but the Theranos devices seemed very buggy to Chelsea.  There were frequent mechanical failures.  The cartridges either wouldn’t slot into the readers properly or something inside the readers would malfunction.  Even when the devices didn’t break down, it could be a challenge coaxing any kind of output from them.

Sunny always blamed the wireless connection.  That was true sometimes, but there were other things that could interfere.  Nearly all blood tests require some dilution, but too much dilution made it harder for Theranos to get accurate results.

The amount of dilution the Theranos system required was greater than usual because of the small size of the blood samples Elizabeth insisted on.

Furthermore, to function properly, the Edisons required the ambient temperature to be exactly 34 degrees Celsius.  Two 11-volt heaters built into the reader tried to maintain that temperature during a blood test.  But in colder settings, including some hospitals in Europe, the temperature couldn’t be maintained.

Meanwhile, Pfizer had ended its collaboration with Theranos because it was not impressed by the results of the Tennessee validation study.

The study had failed to show any clear link between drops in the patients’ protein levels and the administration of the antitumor drugs.  And the report had copped to some of the same snafus Chelsea was now witnessing in Belgium, such as mechanical failures and wireless transmission errors.

When Chelsea returned from her three-week trip to Europe, she found that Elizabeth and Sunny were now focused on Mexico, where a swine flu epidemic had been raging.  Seth Michelson, Theranos’ chief scientific officer, had suggested an idea to Elizabeth.

Seth had told Elizabeth about a math model called SEIR (Susceptible, Exposed, Infected, and Resolved) that he thought could be adapted to predict where the swine flu virus would spread next.  For it to work, Theranos would need to test recently infected patients and input their blood-test results into the model.  That meant getting the Edison readers and cartridges to Mexico. Elizabeth envisioned putting them in the beds of pickup trucks and driving them to the Mexican villages on the front lines of the outbreak.

Because Chelsea was fluent in Spanish, she and Sunny were sent.  Elizabeth used her family connections in order to get authorization to use the experimental medical device in Mexico.

Once again, things did not go smoothly.  Frequently, the readers flashed error messages, or the result that came back from Palo Alto was negative for the virus when it should have been positive.  Some of the readers didn’t work at all.  And Sunny continued to blame the wireless transmission.

Chelsea grew frustrated and miserable.  She questioned what she was even doing there.  Gary Frenzel and some of the other Theranos scientists had told her that the best way to diagnose H1N1, as the swine flu virus was called, was with a nasal swab and that testing for it in blood was a questionable utility.  She’d raised this point with Elizabeth before leaving, but Elizabeth had brushed it off. “Don’t listen to them,” she’d said of the scientists.  “They’re always complaining.”

At the time, Theranos was struggling financially:

The $15 million Theranos had raised in its first two funding rounds was long gone and the company had already burned through the $32 million Henry Mosley had been instrumental in bringing in during its Series C round in late 2006.  The company was being kept afloat by a loan Sunny had personally guaranteed.

Meanwhile, Sunny was also traveling to Thailand to set up another swine flu testing outpost.  The epidemic had spread to Asia, and the country was one of the region’s hardest hit with tens of thousands of cases and more than two hundred deaths.  But unlike in Mexico, it wasn’t clear that Theranos’s activities in Thailand were sanctioned by local authorities.  Rumors were circulating among employees that Sunny’s connections there were shady and that he was paying bribes to obtain blood samples from infected patients. When a colleague of Chelsea’s in the client solutions group named Stefan Hristu quit immediately upon returning from a trip to Thailand with Sunny in January 2010, many took it to mean the rumors were true.

On the whole, Sunny had created a culture of fear with his bullying behavior.  The high rate of firings continued, and Sunny had taken charge of it.  Remaining employees started to say, “Sunny disappeared him” whenever Sunny fired someone.

The scientists, especially, were afraid of Sunny. One of the only ones who stood up to him was Seth Michelson.  A few days before Christmas, Seth had gone out and purchased polo shirts for his group. Their color matched the green of the company logo and they had the words “Theranos Biomath” emblazoned on them. Seth thought it was a nice team-building gesture and paid for it out of his own pocket.

When Sunny saw the polos, he got angry.  He didn’t like that he hadn’t been consulted and he argued that Seth’s gift to his team made the other managers look bad.  Earlier in his career, Seth had worked at Roche, the big Swiss drug maker, where he’d been in charge of seventy people and an annual budget of $25 million.  He decided he wasn’t going to let Sunny lecture him about management.  He pushed back and they got into a yelling match.

Soon thereafter, Seth found another job at Genomic Health in Redwood City.  When he went to give his resignation letter to Elizabeth, Sunny was there.  He read the letter and threw it in Seth’s face, shouting, “I won’t accept this!”

Seth shouted back: “I have news for you, sir: in 1863, President Lincoln freed the slaves!”

Sunny’s response was to throw him out of the building. It was weeks before Seth was able to retrieve his math books, scientific journals, and the pictures of his wife on his desk.  He had to enlist the company’s new lawyer, Jodi Sutton, and a security guard to help him pack his things late on a weeknight when Sunny wasn’t around.

Sunny also got into a yelling match with Tony Nugent.  Chelsea attempted to get through to Elizabeth about Sunny, but she was unable to.

Chelsea wanted to quit, but still wasn’t sure.  Then one day the Stanford student with the family connections to Mexico stopped by with his father, who was dealing with a cancer scare of some sort.   Elizabeth and Sunny persuaded him to allow Theranos to test his blood for cancer biomarkers.

Chelsea was appalled.  The validation study in Belgium and the experiments in Mexico and Thailand were one thing.  Those were supposed to be for research purposes only and to have no bearing on the way patients were treated.  But by encouraging someone to rely on a Theranos blood test to make an important medical decision was something else altogether.  Chelsea found it reckless and irresponsible.

She became further alarmed when not long afterward Sunny and Elizabeth began circulating copies of the requisition forms doctors used to order blood tests from laboratories and speaking excitedly about the great opportunities that lay in consumer testing.

I’m done, Chelsea thought to herself.  This has crossed too many lines.

[…]

Chelsea also worried about Elizabeth.  In her relentless drive to be a successful startup founder, she had built a bubble around herself that was cutting her off from reality.  And the only person she was letting inside was a terrible influence.  How could her friend not see that?

 

DR. J

Dr. J was Jay Rosen’s nickname.  Rosen is a doctor who is a member of Walgreens’s innovation team, whose goal is to find ideas and technologies that could create growth.

In January 2010, Theranos approached Walgreens with an email stating that it had developed small devices capable of running any blood test from a few drops pricked from a finger in real time and for less than half the cost of traditional laboratories.  Two months later, Elizabeth and Sunny traveled to Walgreens’s headquarters in the Chicago suburb of Deerfield, Illinois, and gave a presentation to a group of Walgreens executives.  Dr. J, who flew up from Pennsylvania for the meeting, instantly recognized the potential for the Theranos technology.  Bringing the startup’s machines inside Walgreens stores could open up a big new revenue stream for the retailer and be the game changer it had been looking for, he believed.

…The picture Elizabeth presented at the meeting of making blood tests less painful and more widely available so they could become an early warning system against disease deeply resonated with him.

On August 24, 2010, a Walgreens delegation arrived at the Theranos office in Palo Alto for a two-day meeting.  Kevin Hunter was the leader of a small lab consulting firm Colaborate.  Walgreens had hired him to evaluate and launch a partnership it was setting up with the startup.  Hunter’s father, grandfather, and great-grandfather had all been pharmacists.

Walgreens and Theranos had signed a preliminary contract.  Walgreens would prepurchase up to $50 million worth of Theranos cartridges and loan the startup $25 million.  If the pilot went well, the companies would expand their partnership nationwide.

Hunter asked to see the lab, but Elizabeth said later if there was time.  Hunter asked again.  Elizabeth pulled Dr. J aside.  Then Dr. J informed Hunter that they wouldn’t see the lab yet.

Theranos had told Walgreens it had a commercially ready laboratory and had provided it with a list of 192 different blood tests it said its proprietary devices could handle.  In reality, although there was a lab downstairs, it was just an R&D lab where Gary Frenzel and his team of biochemists conducted their research. Moreover, half of the tests on the list couldn’t be performed as chemiluminescent immunoassays, the testing technique the Edison system relied on.  These required different testing methods beyond the Edison’s scope.

Carreyrou writes:

Hunter was beginning to grow suspicious.  With her black turtleneck, her deep voice, and the green kale shakes she sipped on all day, Elizabeth was going to great lengths to emulate Steve Jobs, but she didn’t seem to have a solid understanding of what distinguished different types of blood tests.  Theranos had also failed to deliver on his two basic requests: to let him see its lab and to demonstrate a live vitamin D test on its device. Hunter’s plan had been to have Theranos test his and Dr. J’s blood, then get retested at Stanford Hospital that evening and compare results.  He’d even arranged for a pathologist to be on standby at the hospital to write the order and draw their blood.  But Elizabeth claimed she’d been given too little notice even though he’d made the request two weeks ago.

Despite Hunter’s suspicions, Dr. J and the Walgreens CFO, Wade Miquelon, continued to be big fans of Elizabeth.

In September 2010, Elizabeth and Sunny met with Walgreens executives at the company’s headquarters in Deerfield.  Elizabeth and Sunny suggested they do blood tests on the executives.  Hunter wasn’t at the meeting, but he heard about the blood tests later.  He thought it was a good opportunity to see how the technology performed.

Hunter asked about the blood-test results a few days later on the weekly video conference call the companies were using as their primary mode of communication.  Elizabeth responded that Theranos could only release the results to a doctor.  Dr J…reminded everyone that he was a trained physician, so why didn’t Theranos go ahead and send him the results?  They agreed that Sunny would follow up separately with him.

A month passed and still no results.

There was another issue, too. Theranos had suddenly changed its regulatory strategy.  Initially Theranos said the blood tests would qualify as “waived” under the Clinical Laboratory Improvement Amendments, a 1988 federal law that covered laboratories.

CLIA-waved tests usually involved simple laboratory procedures that the Food and Drug Administration had cleared for home use.

Now, Theranos was changing its tune and saying the tests it would be offering in Walgreens stores were “laboratory-developed tests.”  It was a big difference: laboratory-developed tests lay in a gray zone between the FDA and another federal health regulator, the Centers for Medicare and Medicaid Services.  CMS, as the latter agency was known, exercised oversight of clinical laboratories under CLIA, while the FDA regulated the diagnostic equipment that laboratories bought and used for their testing. But no one closely regulated tests that labs fashioned with their own methods.  Elizabeth and Sunny had a testy exchange with Hunter over the significance of the change.  They maintained that all the big laboratory companies mostly used laboratory-developed tests, which Hunter knew not to be true.

Hunter argued that it was now even more important to make sure Theranos’s tests were accurate.  He suggested a fifty-patient study, which he could easily arrange.  Hunter noticed that Elizabeth became defensive immediately.  She said they didn’t want to do it “at this time,” and she quickly changed the subject.

After they hung up, Hunter took aside Renaat Van den Hooff, who was in charge of the pilot on the Walgreens side, and told him something just wasn’t right.  The red flags were piling up.  First, Elizabeth had denied him access to their lab.  Then she’d rejected his proposal to embed someone with them in Palo Alto.  And now she was refusing to do a simple comparison study.  To top it all off, Theranos had drawn the blood of the president of Walgreen’s pharmacy business, one of the company’s most senior executives, and failed to give him a test result!

Van den Hooff told Hunter:

“We can’t not pursue this.  We can’t risk a scenario where CVS has a deal with them in six months and it ends up being real.”

Almost everything Walgreens did was done with its rival CVS in mind.

Theranos had cleverly played on this insecurity.  As a result, Walgreens suffered from a severe case of FoMO—the fear of missing out.

There were two more things Theranos claimed were proof that its technology works.  First, there was clinical trial work Theranos had done with pharmaceutical companies.  Hunter had called the pharmaceutical companies, but hadn’t been able to reach anyone who could verify Theranos’s claims.  Second, Dr. J had commissioned Johns Hopkins University’s medical school to do a review of Theranos’s technology.

Hunter asked to see the Johns Hopkins review.  It was a two-page document.

When Hunter was done reading it, he almost laughed. It was a letter dated April 27, 2010, summarizing a meeting Elizabeth and Sunny had had with Dr. J and five university representatives on the Hopkins campus in Baltimore.  It stated that they had shown the Hopkins team “proprietary data on test performance” and that Hopkins had deemed the technology “novel and sound.”  But it also made clear that the university had conducted no independent verification of its own.  In fact, the letter included a disclaimer at the bottom of the second page: “The materials provided in no way signify an endorsement by Johns Hopkins Medicine to any product or service.”

In addition to Walgreens, Theranos also tried to get Safeway as a partner.  Elizabeth convinced Safeway’s CEO, Steve Burd, to do a deal.  Safeway loaned Theranos $30 million.  Safeway also committed to a massive renovation project of its stores, creating new clinics where customers could have their blood tested on Theranos devices.  Burd saw Elizabeth as a genius.

In early 2011, Hunter was informed that Elizabeth and Sunny no longer wanted him on the calls or in meetings between Theranos and Walgreens.  Hunter asked: Why Walgreens was paying him $25,000 a month to look out for its interests if he couldn’t do his job, which includes asking tough questions? 

 

THE MINILAB  

Elizabeth had told Walgreens and Safeway that Theranos’s technology could perform hundreds of tests on small blood samples. 

The truth was that the Edison system could only do immunoassays, a type of test that uses antibodies to measure substances in the blood.  Immunoassays included some commonly ordered lab tests such as tests to measure vitamin D or to detect prostrate cancer.  But many other routine blood tests, ranging from cholesterol to blood sugar, required completely different laboratory techniques.

Elizabeth needed a new device, one that could perform more than just one class of test.  In November 2010, she hired a young engineer named Kent Frankovich and put him in charge of designing it.

Kent had just earned a master’s degree in mechanical engineering from Stanford.  Prior to that, he’d worked for two years at NASA’s Jet Propulsion Laboratory in Pasadena, where he’d helped construct Curiosity, the Mars rover.  Kent recruited a friend—Greg Baney—from NASA to Theranos.

Carreyrou notes that for several months, Kent and Greg were Elizabeth’s favorite employees.  She joined their brainstorming sessions and offered some suggestions about what robotic systems they should consider.  Elizabeth called the new system the “miniLab.” 

Because the miniLab would be in people’s homes, it had to be small.

This posed engineering challenges because, in order to run all the tests she wanted, the miniLab would need to have many more components than the Edison.  In addition to Edison’s photomultiplier tube, the new device would need to cram three other laboratory instruments in one small space: a spectrophotometer, a cytometer, and an isothermal amplifier.

None of these were new inventions…

Laboratories all over the world had been using these instruments for decades.  In other words, Theranos wasn’t pioneering any new ways to test blood.  Rather, the miniLab’s value would lie in the miniaturization of existing lab technology.  While that might not amount to groundbreaking science, it made sense in the context of Elizabeth’s vision of taking blood testing out of central laboratories and bringing it to drugstores, supermarkets, and, eventually, people’s homes.

To be sure, there were already portable blood analyzers on the market.  One of them, a device that looked like a small ATM called the Piccolo Express, could perform thirty-one different blood tests and produce results in as little as twelve minutes.  It required only three or four drops of blood for a panel of a half dozen commonly ordered tests.  However, neither the Piccolo nor other existing portable analyzers could do the entire range of laboratory tests.  In Elizabeth’s mind, that was going to be the miniLab’s selling point.

Greg thought they should take off-the-shelf components and get the overall system working first before miniaturizing it.  Trying to miniaturize before having a working prototype didn’t make sense.  But Elizabeth wouldn’t hear of it.

In the spring of 2011, Elizabeth hired her younger brother, Christian.  Although two years out of college—Duke University—and with no clear qualifications to work at a blood diagnostics company, what mattered to Elizabeth was that she could trust her brother.  Christian soon recruited five fraternity brothers: Jeff Blickman, Nick Menchel, Dan Edlin, Sani Hadziahmetovic, and Max Fosque.  The became known inside Theranosas “the Frat Pack.”

Like Christian, none of the other Duke boys had any experience or training relevant to blood testing or medical devices, but their friendship with Elizabeth’s brother vaulted them above most other employees in the company hierarchy.

Meanwhile, Greg had brought several of his own friends, Jordan Carr, Ted Pasco, and Trey Howard.

Jordan, Trey, and Ted were all assigned to the product management group with Christian and his friends, but they weren’t granted the same level of access to sensitive information.  Many of the hush-hush meetings Elizabeth and Sunny held to strategize about the Walgreens and Safeway partnerships were off limits to them, whereas Christian and his fraternity brothers were invited in.

At the holiday party in December 2011, Elizabeth gave a speech which included the following:

“The miniLab is the most important thing humanity has ever built.  If you don’t believe this is the case, you should leave now.  Everyone needs to work as hard as humanly possible to deliver it.”

By this point, Greg had decided to leave Theranos in two months.  He had become disillusioned:

The miniLab Greg was helping build with a prototype, nothing more.  It needed to be tested thoroughly and fine-tuned, which would require time.  A lot of time.  Most companies went through three cycles of prototyping before they went to market with a product.  But Sunny was already placing orders for components to build one hundred miniLabs, based on a first, untested prototype.  It was as if Boeing built one plane and, without doing a single flight test, told airline passengers, “Hop aboard.”

One problem that would require a great deal of testing was thermal.  Packing many instruments together in a small space led to unpredicted variations in temperature.

 

THE WELLNESS PLAY       

Safeway’s business was struggling.  On an earnings call, CEO Steve Burd was asked why the company was buying back stock in order to boost earnings per share.  Burd responded that the company was about to do well, so buying back shares was the right move.  Burd elaborated by saying that the company was planning a significant “wellness play.” Analysts inferred that Safeway had a secret plan to ignite growth.

Burd had high hopes for the venture.  He’d ordered the remodeling of more than half of Safeway’s seventeen hundred stores to make room for upscale clinics with deluxe carpeting, custom wood cabinetry, granite countertops, and flat-screen TVs.  Per Theranos’s instructions, they were to be called wellness centers and had to look “better than a spa.”  Although Safeway was shouldering the entire cost of the $350 million renovation on its own, Burd expected it to more than pay for itself once the new clinics started offering the startup’s novel blood tests.

…[Burd] was starry-eyed about the young Stanford dropout and her revolutionary technology, which fit so perfectly with his passion for preventative healthcare.

Elizabeth had a direct line to Burd and answered only to him… He usually held his deputies and the company’s business partners to firm deadlines, but he allowed Elizabeth to miss one after the other.

In early 2012, the companies had agreed that Theranos would be in charge of blood testing at a Safeway employee health clinic on its corporate campus in Pleasanton.

Safeway’s first chief medical officer was Kent Bradley.  Bradley attended West Point and then the armed forces’ medical school in Bethesda, Maryland.  Then he served the U.S. Army for seventeen years before Safeway hired him.  Bradley looked forward to seeing the Theranos system in action.

However, he was surprised to learn that Theranos wasn’t planning on putting any of its devices in the Pleasanton clinic.  Instead, it had stationed two phlebotomists there to draw blood, and the samples they collected were couriered across San Francisco Bay to Palo Alto for testing.  He also noticed that the phlebotomists were drawing blood from every employee twice, once with a lancet applied to the index finger and a second time the old-fashioned way with a hypodermic needle inserted in the arm.  Why the need for venipunctures—the medical term for needle draws—if the Theranos finger-stick technology was fully developed and ready to be rolled out to consumers, he wondered.

Bradley’s suspicions were further aroused by the amount of time it took to get results back.  His understanding had been that the tests were supposed to be quasi-instantaneous, but some Safeway employees were having to wait as long as two weeks to receive their results.  And not every test was performed by Theranos itself.  Even though the startup had not said anything about outsourcing some of the testing, Bradley discovered that it was farming out some tests to a big reference laboratory in Salt Lake City called ARUP.

What really set off Bradley’s alarm bells, though, was when some otherwise healthy employees started coming to him with concerns about abnormal test results.  As a precaution, he sent them to get retested at a Quest or LabCorp location.  Each time, the new set of tests came back normal, suggesting the Theranos results were off…

Bradley put together a detailed analysis of the discrepancies.  Some of the differences between the Theranos values and the values from the other labs were disturbingly large.  When the Theranos values did match those of the other labs, they tended to be for tests performed by ARUP.

Bradley ended up taking his concerns to Burd, but Burd assured the doctor that Theranos’s technology had been tested and was reliable.

Theranos had a temporary lab in East Meadow Circle in Palo Alto.  The lab had gotten a certificate saying it was in compliance with CLIA—the federal law that governed clinical laboratories.  But such certificates were easy to obtain.

Although the ultimate enforcer of CLIA was the Centers for Medicare and Medicaid Services, the federal agency delegated most routine lab inspections to states.  In California, they were handled by the state department of health’s Laboratory Field Services division, which an audit had shown to be badly underfunded and struggling to fulfill its oversight responsibilities.

The East Meadows Circle lab didn’t contain a single Theranos proprietary device.  The miniLab was still being developed and was a long way from being ready for patient testing.  Instead, the lab had more than a dozen commercial blood and body-fluid analyzers made by companies such as Chicago-based Abbott Laboratories, Germany’s Siemens, and Italy’s DiaSorin.  Arne Gelb, a pathologist, ran the lab.  A handful of clinical laboratory scientists (CLSs) helped Arne.

One CLS named Kosal Lim was poorly trained and sloppy.  An experienced colleague, Diana Dupuy, believed Lim was harming the accuracy of the test results.

To Dupuy, Lim’s blunders were inexcusable. They included ignoring manufacturers’ instructions for how to handle reagents; putting expired reagents in the same refrigerator as current ones; running patient tests on lab equipment that hadn’t been calibrated; improperly performing quality-control runs on an analyzer; doing tasks he hadn’t been trained to do; and contaminating a bottle of Wright’s stain, a mixture of dyes used to differentiate blood cell types.

Dupuy documented Lim’s mistakes in regular emails to Arne and to Sunny, often including photos.

Dupuy also had concerns about the competence of the two phlebotomists Theranos had stationed in Pleasanton.  Blood is typically spun down in a centrifuge before it’s tested to separate its plasma from the patient’s blood cells.  The phlebotomists hadn’t been trained to use the centrifuge they’d been given and they didn’t know how long or at what speed to spin down patients’ blood.  When they arrived in Palo Alto, the plasma samples were often polluted with particulate matter.  She also discovered that many of the blood-drawing tubes Theranos was using were expired, making the anticoagulant in them ineffective and compromising the integrity of the specimens.

Dupuy was sent to Delaware to train on a new Siemens analyzer Theranos bought.  When she got back to the lab, it was spotless.

Sunny, who appeared to have been waiting for her, summoned her into a meeting room.  In an intimidating tone, he informed her that he had taken a tour of the lab in her absence and found not a single one of her complaints to be justified.

Sunny promptly fired her.  He rehired her based on Arne’s recommendation.  Then Sunny fired Dupuy again several weeks later.  She was immediately escorted from the building without a chance to grab her personal belongings.  Dupuy sent an email to Sunny—and copied Elizabeth—which included the following:

“I was warned by more than 5 people that you are a loose cannon and it all depends on your mood as to what will trigger you to explode.  I was also told that anytime someone deals with you it’s never a good outcome for that person.

The CLIA lab is in trouble with Kosal running the show and no one watching him or Arne.  You have a mediocre Lab Director taking up for a sub-par CLS for whatever reason.  I fully guarantee that Kosal will certainly make a huge mistake one day in the lab that will adversely affect patient results. I actually think he has already done this on several accounts but has put the blame on the reagents.  Just as you stated everything he touches is a disaster!

I only hope that somehow I bring awareness to you that you have created a work environment where people hide things from you out of fear.  You cannot run a company through fear and intimidation… it will only work for a period of time before it collapses.”

As for the Safeway partnership, Theranos kept pushing back the date for the launch.  Burd had to keep telling analysts and investors on each quarterly earnings call that the new program was just about to launch, only to have it be delayed again.  Safeway’s finance department forecast revenues of $250 million, which was aggressive.  The revenues hadn’t materialized, however, and Safeway had spent $350 million just to build the wellness centers.  Safeway’s board was starting to get upset.  Although Burd had done an excellent job during his first decade as CEO, the second decade hadn’t been very good.  The costs and delays associated with the wellness centers prompted the board to ask Burd to retire.  He agreed.

Safeway then had to contact Sunny or the Frat Pack if they wanted to communicate with Theranos.  Sunny always acted upset as if his time was too valuable, as if Theranos’s technology was a massive innovation requiring a huge time commitment.  Safeway executives were very upset about Sunny’s attitude.  But they still worried that they might miss out, so they didn’t walk away from the partnership.

 

“WHO IS LTC SHOEMAKER?”

Lieutenant Colonel David Shoemaker was part of a small military delegation meeting in Palo Alto in November 2011 to bless Theranos’s deploying its devices in the Afghan war theatre.  Only, instead of blessing the proposal, LTC Shoemaker told Elizabeth that there were various regulations her approach would fail to meet.

The idea of using Theranos devices on the battlefield had germinated the previous August when Elizabeth had met James Mattis, head of the U.S. Central Command, at the Marines’ Memorial Club in San Francisco.  Elizabeth’s impromptu pitch about how her novel way of testing blood from just a finger prick could help diagnose and treat wounded soldiers faster, and potentially save lives, had found a receptive audience in the four-star general.  Jim “Mad Dog” Mattis was fiercely protective of his troops, which made him one of the most popular commanders in the U.S. military.  The hard-charging general was open to pursuing any technology that might keep his men safer as they fought the Taliban in the interminable, atrocity-marred war in Afghanistan.

This type of request had to go through the army’s medical department.  Shoemaker’s job was to makes sure the army followed all laws and regulations when it tested medical devices.  With regard to Theranos, the company would have to get approval from the FDA at a minimum.

Elizabeth disagreed forcefully, citing advice Theranos received from its lawyers.  She was so defensive and obstinate that Shoemaker quickly realized that prolonging the argument would be a waste of time.  She clearly didn’t want to hear anything that contradicted her point of view.  As he looked around the table, he noted that she had brought no regulatory affairs expert to the meeting.  He suspected the company didn’t even employ one.  If he was right about that, it was an incredibly naïve way of operating.  Health care was the most highly regulated industry in the country, and for good reason: the lives of patients were at stake.

Soon thereafter, in response to an email from Shoemaker complaining to the FDA, Gary Yamamoto, a veteran field inspector in CMS’s regional office in San Francisco, was sent to exam Theranos’s lab.

[Elizabeth] and Sunny professed not to know what Shoemaker had been talking about in his email.  Yes, Elizabeth had met with the army officer, but she had never told him Theranos intended to deploy its blood-testing machines far and wide under the cover of a single CLIA certificate.

Yamamoto asked why Theranos had applied for a CLIA certificate.

Sunny responded that the company wanted to learn about how labs worked and what better way to do that than to operate one itself?  Yamamoto found that answer fishy and borderline nonsensical.  He asked to see their lab.

Carreyrou continues:

It looked like any other lab.  No sign of any special or novel blood-testing technology.  When he pointed this out, Sunny said the Theranos devices were still under development and the company had no plans to deploy them without FDA clearance—flatly contradicting what Elizabeth had told Shoemaker on not one but two occasions.  Yamamoto wasn’t sure what to believe.  Why would the army officer have made all that stuff up?

…If Theranos intended to eventually roll its devices out to other locations, those places would need CLIA certificates too. Either that or, better yet, the devices themselves would need to be approved by the FDA.

Elizabeth immediately sent an email to General Mattis accusing Shoemaker of giving “blatantly false information” to the FDA and CMS about Theranos.  Mattis was furious and wanted to get to the bottom of things ASAP.  A colleague of Shoemaker’s forwarded the emails, including Mattis’s responses, to Shoemaker.  Shoemaker got worried about what Mattis would do.

Shoemaker met with Mattis to answer the general’s questions.  Once Mattis learned more about the rules and regulations governing the situation—the medical devices couldn’t be tested on human subjects without FDA approval except under very strict conditions—he was reasonable.  In the meantime, they could conduct a “limited objective experiment” using leftover de-identified blood samples from soldiers.

Although Theranos had the green light to run the “limited objective experiment,” for some reason it never proceeded to do so.

 

LIGHTING A FUISZ

On October 29, 2011, Richard Fuisz was served a set of papers.  It was a lawsuit filed by Theranos in federal court in San Francisco alleging that Fuisz had conspired with his sons from his first marriage, Joe and John Fuisz, to steal confidential patent information to develop a rival patent.  The suit alleged that the theft had been done by John Fuisz while he was employed at Theranos’s former patent counsel, McDermott Will & Emery.

Fuisz and his sons were angered by the suit, but they weren’t overly worried about it at first.  They were confident in the knowledge that its allegations were false.

Carreyrou writes:

John had no reason to wish Elizabeth or her family ill; on the contrary.  When he was in his early twenties, Chris Holmes had written him a letter of recommendation that helped him gain admission to Catholic University’s law school.  Later, John’s first wife had gotten to know Noel Holmes through Lorraine Fuisz and become friendly with her.  Noel had even dropped by their house when John’s first son was born to bring the baby a gift.

Moreover, Richard and John Fuisz weren’t close.  John thought his father was an overbearing megalomaniac and tried to keep their interactions to a bare minimum.  In 2004, he’d even dropped him as a McDermott client because he was being difficult and slow to pay his bills.  The notion that John had willingly jeopardized his legal career to steal information for his father betrayed a fundamental misunderstanding of their frosty relationship.

But Elizabeth was understandably furious at Richard Fuisz.  The patent application he had filed in April 2006 had matured into U.S. Patent 7,824,612 in November 2010 and now stood in the way of her vision of putting the Theranos device in people’s homes.  If that vision was someday realized, she would have to license the bar code mechanism Fuisz had thought up to alert doctors to patients’ abnormal blood-test results.  Fuisz had rubbed that fact in her face the day his patent was issued by sending a Fuisz pharma press release to info@theranos.com, the email address the company provided on its website for general queries.  Rather than give in to what she saw as blackmail, Elizabeth had decided to steamroll her old neighbor by hiring one of the country’s best and most feared attorneys to go after him.

The Justice Department had hired David Boies to handle its antitrust suit against Microsoft.  Boies won a resounding victory in that case, which helped him rise to national prominence.  Just before Theranos sued, all three Fuiszes—Richard, John, and Joe—could tell that they were under surveillance by private investigators.

Boies’s use of private investigators wasn’t an intimidation tactic, it was the product of a singular paranoia that shaped Elizabeth and Sunny’s view of the world.  That paranoia centered on the belief that the lab industry’s two dominant players, Quest Diagnostics and Laboratory Corporation of America, would stop at nothing to undermine Theranos and its technology.  When Boies had first been approached about representing Theranos by Larry Ellison and another investor, it was that overarching concern that had been communicated to him.  In other words, Boies’s assignment wasn’t just to sue Fuisz, it was to investigate whether he was in league with Quest and LabCorp.  The reality was that Theranos was on neither company’s radar at that stage and that, as colorful and filled with intrigue as Fuisz’s life had been, he had no connection to them whatsoever.

Boies had zero evidence that John Fuisz had done what Theranos alleged.  Nonetheless, Boies intended to use several things from John’s past to create doubt in a judge or jury.  Potentially the most damaging thing Boies wanted to use was that McDermott had made John resign in 2009 after he had an argument with the firm’s other partners.  John insisted the firm discontinue its reliance on a forged document in a case before the International Trade Commission in which McDermott was representing a Chinese state-owned company against the U.S. government’s Office of Unfair Import Investigations.  McDermott leaders agreed to withdraw the document, but that decision significantly weakened the Chinese client’s defense.  Senior partners got upset about it.  They argued that there had been several incidents when John didn’t behave as a partner should.  One incident was a complaint a client had made—this was Elizabeth’s September 2008 complaint about Richard Fuisz’s patent.

Eventually John was beyond furious.  He had launched his own practice after leaving McDermott.  The Theranos allegations had caused him to lose several clients.  Moreover, opposing counsel mentioned the allegations in order to tar John.  Finally, his wife had been diagnosed with vasa previa—a pregnancy complication where the fetus’s blood vessels are dangerously exposed.  This added to John’s stress.

John always had a short fuse.  During the deposition by Boies’s partners, John was combative and ornery.  He used foul language while threatening to harass Elizabeth “till she dies, absolutely.”

In the meantime, Richard and Joe Fuisz were worrying about how expensive the litigation was getting.  Also, they knew they were up against one of the most expensive lawyers in the world: David Boies, who was reported to make $10 million a year.  But they didn’t know that Boies had agreed to accept stock in Theranos in place of his usual fees.  Partly out of concern for his investment, Boies began attending all of the company’s board meetings in early 2013.

Richard Fuisz examined Theranos’s patents.  He noticed that the name Ian Gibbons often appeared.  Gibbons was British and had a Ph.D. in biochemistry from Cambridge.  Fuisz suspected that Gibbons and other Theranos employees with advanced degrees had done most of the technical work related to Theranos’s patents.

 

IAN GIBBONS

Elizabeth hired Ian Gibbons on the recommendation of her Stanford mentor, Channing Robertson.

Ian fit the stereotype of the nerdy scientists to a T.  He wore a beard and glasses and hiked his pants way above his waist.  He could spend hours on end analyzing data and took copious notes documenting everything he did at work.  This meticulousness carried over to his leisure time: he was an avid reader and kept a list of every single book he’d read.  It included Marcel Proust’s seven-volume opus, Remembrance of Things Past, which he reread more than once.

Ian met his wife Rochelle at Berkeley in the 1970s.  He was doing a postdoctorate fellowship in molecular biology, while Rochelle was doing graduate research.  They didn’t have children.  But they loved their dogs Chloe and Lucy, and their cat Livia, named after the wife of the Roman emperor Augustus.  Ian also enjoyed going to the opera and photography.  He altered photos for fun.

Ian’s specialty was immunoassays.  He was passionate about the science of bloodtesting.  He also enjoyed teaching it.  Early on at Theranos, he would give small lectures to the rest of the staff.

Ian insisted that the blood tests they designed be as accurate in Theranos devices as they were on the lab bench.  Because this was rarely the case, Ian was quite frustrated.

He and Tony Nugent butted heads over this issue during the development of the Edison. As admirable as Ian’s exacting standards were, Tony felt that all he did was complain and that he never offered any solutions.

Ian also had issues with Elizabeth’s management, especially the way she siloed the groups off from one another and discouraged them from communicating.  The reason she and Sunny invoked for this way of operating was that Theranos was “in stealth mode,” but it made no sense to Ian.  At the other diagnostics companies where he had worked, there had always been cross-functional teams with representatives from the chemistry, engineering, manufacturing, quality control, and regulatory departments working toward a common objective.  That was how you got everyone on the same page, solved problems, and met deadlines.

Elizabeth’s loose relationship with the truth was another point of contention.  Ian had heard her tell outright lies more than once and, after five years of working with her, he no longer trusted anything she said, especially when she made representations to employees or outsiders about the readiness of the company’s technology.

Ian complained confidentially to his friend Channing Robertson.  But Robertson turned around and told Elizabeth all that Ian said.  Elizabeth fired him.  Sunny called the next day because several colleagues urged Elizabeth to reconsider.  Ian was brought back but he was no longer head of general chemistry.  Instead, he was a technical consultant. 

Ian wasn’t the only employee being sidelined at that point.  It seemed that the old guard was being mothballed in favor of new recruits.  Nonetheless, Ian took it hard.

One day, Tony and Ian—who’d both been marginalized—got to talking.  Tony suggested that perhaps the company was merely a vehicle for Elizabeth and Sunny’s romance and that none of the work they didn’t actually mattered.  Ian agreed, saying, “It’s a folie a deux.”  Tony looked up the definition of that expression, which seemed accurate to him: “The presence of the same or similar delusional ideas in two persons closely associated with one another.”

Ian kept working closely with Paul Patel, who had replaced Ian.  Paul had enormous respect for Ian and continued treating him as an equal, consulting him on everything.  However, Paul avoided conflict and was more willing than Ian to compromise with the engineers while building the miniLab.  Ian wouldn’t compromise and got upset.  Paul frequently had to calm him down over the phone at night. Ian told Paul to abide by his convictions and never lose sight of concern for the patient.

Sunny put Samartha Anekal, who had a Ph.D. in chemical engineering, in charge of integrating the parts of the miniLab.  Sam struck some as a yes-man who simply did what Sunny told him to do.

As these things were unfolding, Ian had gotten clinically depressed—except he hadn’t been diagnosed as such.  He started drinking heavily in the evenings.  Rochelle was grieving for her mother, who had just passed away, and didn’t notice how depressed Ian was getting.

Theranos told Ian he’d been subpoenaed to testify in the Fuisz case.  Because Rochelle had done work as a patent attorney, Ian asked her to look the Theranos’s patents. 

While doing so, she noticed that Elizabreth’s name was on all the company’s patents, often in first place in the list of inventors.  When Ian told her that Elizabeth’s scientific contribution had been negligible, Rochelle warned him that the patents could be invalidated if this was ever exposed.  That only served to make him more agitated.

On May 15, he called to set up a meeting with Elizabeth.  After an appointment was set for the next day, Ian started worrying that Elizabeth would fire him.  The same day, the Theranos lawyer David Doyle told Ian that Fuizs’s lawyers—after trying for weeks to get the Boies Schiller attorneys to propose a date for Ian’s deposition—required Ian to appear at their offices in Campbell, California, on May 17.

The morning of May 16, Ian’s wife discovered that he’d taken enough acetaminophen to kill a horse.  He was pronounced dead on May 23.  Theranos had virtually no response. 

Although Tony Nugent and Ian had fought all the time, Tony felt bad about the lack of empathy for someone who had given a decade of his life to the company.  Tony downloaded a list of Ian’s patents and created an email, including a photo of Ian, which Tony sent to two dozen colleagues who’d worked with him.

 

CHIAT/DAY                                         

Chiat/Day was working on a secret marketing campaign for Theranos.  Patrick O’Neill, the creative director of the company’s Los Angeles office, was in charge.

Elizabeth had chosen Chiat/Day because it was the agency that represented Apple for many years, creating its iconic 1984 Macintosh ad and later its “Think Different” campaign in the late 1990s.  She’d even tried to convince Lee Clow, the creative genius behind those ads, to come out of retirement to work for her.  Clow politely referred her back to the agency, where she had immediately connected with Patrick.

Patrick was drawn in by Elizabeth’s extreme determination to do something great.  The Theranos mission to give people pain-free, low-cost health care was inspiring.  Advertisers don’t often get a chance to work on something that can make the world better, observes Carreyrou.

Part of the campaign included pictures of patients—played by models—of all different ages, genders, and ethnicities. 

The message was that Theranos’s blood-testing technology would help everyone.

Carreyrou again:

Real blood tended to turn purple after awhile when it was exposed to air, so they filled one of the nanotainters with fake Halloween blood and took pictures of it against a white background.  Patrick then made a photo montage showing it balancing on the tip of a finger.  As he’d anticipated, it made for an arresting visual.  Mike Yagi tried out different slogans to go with it, eventually settling on two that Elizabeth really liked: “One tiny drop changes everything” and “The lab test, reinvented.”…

Patrick also worked with Elizabeth on a new company logo.  Elizabeth believed in the Flower of Life, a geometric pattern of intersecting circles within a larger circle that pagans once considered the visual expression of the life that runs through all sentient beings.

Although Patrick was enthused, his colleague Stan Fiorito was more circumspect.  He thought something about Sunny was strange.  He kept using software engineering jargon in weekly meetings even though it had zero applicability to the marketing discussions.  Also, Theranos was paying Chiat/Day $6 million a year.  Where was it getting the money for this?  Elizabeth stated several times that the army was using Theranos technology on the battlefield in Afghanistan.  She claimed it was saving soldiers’ lives.  Perhaps Theranos was funded by the Pentagon, thought Stan.  At least that would help explain the extreme secrecy the company insisted upon.

Besides Mike Yagi, Stan supervised Kate Wolff and Mike Pedito.  Kate and Mike were no-nonsense people and they began to wonder about Theranos.

Elizabeth wanted the website and all the various marketing materials to feature bold, affirmative statements.  One was that Theranos could run “over 800 tests”on a drop of blood.  Another was that its technology was more accurate than traditional lab testing.  She also wanted to say that Theranos test results were ready in less than thirty minutes and that its tests were “approved by FDA” and “endorsed by key medical centers” such as the Mayo Clinic and the University of California, San Francisco’s medical school, using the FDA, Mayo Clinic, and UCSF logos.

When she inquired about the basis for the claim about Theranos’s superior accuracy, Kate learned that it was extrapolated from a study that had concluded that 93 percent of lab mistakes were due to human error.  Theranos argued that, since its testing process was fully automated inside its device, that was grounds enough to say that it was more accurate than other labs.  Kate thought that was a big leap in logic and said so.  After all, there were laws against misleading advertising.

Mike agreed with Kate.

Elizabeth had mentioned a report several hundred pages long supporting Theranos’s scientific claims.  Kate and Mike repeatedly asked to see it, but Theranos wouldn’t produce it.  Instead, the company sent them a password-protected file containing what it said were excerpts from the report.  It stated that the Johns Hopkins University School of Medicine had conducted due diligence on the Theranos technology and found it “novel and sound” and capable of “accurately” running “a wide range of routine and special assays.”

Those quotes weren’t from any lengthy report, however.  They were from the two-page summary of Elizabeth and Sunny’s meeting with five Hopkins officials in April 2010.  As it had done with Walgreens, Theranos was again using that meeting to claim that its system had been independently evaluated.  But that simply wasn’t true.  Bill Clarke, the director of clinical toxicology at the Johns Hopkins Hospital and one of three university scientists who attended the 2010 meeting, had asked Elizabeth to ship one of her devices to his lab so he could put it through its paces and compare its performance to the equipment he normally used.  She had indicated she would but had never followed through.  Kate and Mike didn’t know any of this, but the fact that Theranos refused to show them the full report made them suspicious.

To learn how to market to doctors, Chiat/Day suggested doing focus group interviews with a few physicians.  Theranos agreed as long as it was very secret.  Kate asked her wife, Tracy, chief resident at Los Angeles County General, to participate.  Tracy agreed.  During a phone interview, Tracy asked a few questions that no one at Theranos seemed to be able to answer.  Tracy told Kate that she doubted the company had any new technology.  She also doubted you could get enough blood from a finger to run tests accurately.

The evening before the marketing campaign was going to launch, Elizabeth set up an emergency conference call.  She systematically dialed back the language that would be used.  “Welcome to a revolution in lab testing” was changed to “Welcome to Theranos.”  “Faster results.  Faster answers.” became “Fast results.  Fast answers.”  “A tiny drop is all it takes” was now “A few drops is all it takes.”  “Goodbye, big bad needle” (which referred only to finger-stick draws) was replaced with “Instead of a huge needle, we can use a tiny finger stick or collect a micro-sample from a venous draw.”

Not everyone at Chiat/Day was skeptical, however.  Patrick thought Theranos could become his own big legacy, just as Apple had been for Lee Clow.

 

GOING LIVE

Alan Beam decided to become a doctor because his conservative Jewish parents thought that only law, medicine, or business was an appropriate career choice.  While attending Mount Sinai’s School of Medicine, he didn’t like the crazy hours or the sights and smells of the hospital ward.  Instead, he got interested in laboratory science.  He pursued postdoctoral studies in virology and a residency in clinical pathology at Brigham and Women’s Hospital in Boston.

In the summer of 2012, having recently read Walter Isaacson’s biography of Steve Jobs—which greatly inspired Alan—he wanted to move to the San Francisco Bay Area.  He ended up being hired as laboratory directory as Theranos.  He didn’t start until April 2013 because it took eight months before he got his California medical license.

After starting, Alan became concerned about low morale in the lab:

Its members were downright despondent.  During Alan’s first week on the job, Sunny summarily fired one of the CLSs.  The poor fellow was frog-marched out by security in front of everyone.  Alan got the distinct impression it wasn’t the first time something like that had happened.  No wonder people’s spirits were low, he thought.

The lab Alan inherited was divided into two parts: a room on the building’s second floor that was filled with commercial diagnostic equipment, and a second room beneath it where research was being conducted.  The upstairs room was the CLIA-certified part of the lab, the one Alan was responsible for.  Sunny and Elizabeth viewed its conventional machines as dinosaurs that would soon be rendered extinct by Theranos’s revolutionary technology, so they called it “Jurassic Park.”  They called the downstairs room “Normandy” in reference to the D-day landings during during World War II.  The proprietary Theranos devices it contained would take the lab industry by storm, like the Allied troops who braved hails of machine-gun fire on Normandy’s beaches to liberate Europe from Nazi occupation.

Alan liked the bravado at first.  But then he learned from Paul Patel—the biochemist leading the development of blood tests for Theranos’s new device (now called the “4S” instead of the miniLab)—that he and his team were still developing its assays on lab plates on the bench.  Alan asked Paul about it and Paul said the new Theranos box wasn’t working.

By the summer of 2013, the 4S had been under development for more than two and a half years.  But it still had a long list of problems.  Carreyrou writes:

The biggest problem of all was the dysfunctional corporate culture in which it was being developed.  Elizabeth and Sunny regarded anyone who raised a concern or an objection as a cynic and a naysayer.  Employees who persisted in doing so were usually marginalized or fired, while sycophants were promoted.  Sunny had elevated a group of ingratiating Indians to key positions…

For the dozens of Indians Theranos employed, the fear of being fired was more than just the dread of losing a paycheck.  Most were on H-1B visas and dependent on their continued employment at the company to remain in the country.  With a despotic boss like Sunny holding their fates in his hands, it was akin to indentured servitude.  Sunny, in fact, had the master-servant mentality common among an older generation of Indian businessmen.  Employees were his minions.  He expected them to be at his disposal at all hours of the day or night and on weekends. He checked the security logs every morning to see when they badged in and out…

With time, some employees grew less afraid of him and devised ways to manage him, as it dawned on them that they were dealing with an erratic man-child of limited intellect and an even more limited attention span.

Some of the problems were because Elizabeth was fixated on certain things.  For instance, she thought the 4S—aka the miniLab—was a consumer device like an iPhone, and therefore it had to be small and pretty.  She still hoped these devices would be in people’s homes someday.

Another difficulty stemmed from Elizabeth’s insistence that the miniLab be capable of performing the four major classes of blood tests: immunoassays, general chemistry assays, hematology assays, and assays that relied on the amplification of DNA.  The only known approach that would permit combining all of them in one desktop machine was to use robots wielding pipettes.  But this approach had an inherent flaw: overtime, a pipette’s accuracy drifts… While pipette drift was something that ailed all blood analyzers that relied on pipetting systems, the phenomenon was particularly pronounced on the miniLab. Its pipettes had to be recalibrated every two to three months, and the recalibration process put the device out of commission for five days.

Another serious weakness of the miniLab was that it could process only one blood sample at a time.  Commercial machines—which were bulky—could process hundreds of samples at the same time.

If the Theranos wellness centers attracted a lot of patients, the miniLab’s low throughput would cause long wait times, which was clearly inconsistent with the company’s promise of fast test results.

Someone suggested putting six miniLabs on top of one another—sharing one cytometer.  They adopted a computer term to name it: the“six-blade.”  But they overlooked a basic issue: temperature.  Some types of blood test require a very specific temperature. Because heat rises, the miniLabs near the top wouldn’t function.

There were other problems, too.  Many of them were fixable but would require a relatively long time.  Carreyrou explains:

Less than three years was not a lot of time to develop and perfect a complex medical device… The company was still several years away from having a viable product that could be used on patients.

However, as Elizabeth saw it, she didn’t have several years.  Twelve months earlier, on June 5, 2012, she’d designed a new contract with Walgreens that committed Theranos to launch its blood-testing services in some of the chain’s stores by February 1, 2013, in exchange for a $100 million “innovation fee” and an additional $40 million loan.

Theranos had missed that deadline—another postponement in what from Walgreens’s perspective had been three years of delays.  With Steve Burd’s retirement, the Safeway partnership was already falling apart, and if she waited much longer, Elizabeth risked losing Walgreens too. She was determined to launch in Walgreens stores by September, come hell or high water.

Since the miniLab was in no state to be deployed, Elizabeth and Sunny decided to dust off the Edison and launch with the older device.  That, in turn, led to another fateful decision—the decision to cheat.

Daniel Young, head of Theranos’s biomath team, and Xinwei Gong (who went by Sam), told Alan Beam that he and Sam were going to tinker with the ADVIA, one of the lab’s commercial analyzers.  It weighed 1,320 pounds and was made by Siemens Healthcare.  Since the Edison could only do immunoassays, Alan grasped why Daniel and Sam were going to try to use the ADVIA, which specialized in general chemistry assays.  As Carreyrou describes it:

One of the panels of blood tests most commonly ordered by physicians was known as the “chem 18” panel.  Its components, which ranged from tests to measure electrolytes sodium, potassium, and chloride to tests used to monitor patients’ kidney and liver function, were all general chemistry assays.  Launching in Walgreens stores with a menu of blood tests that didn’t include these tests would have been pointless.  They accounted for about two-thirds of doctors’ orders.

But the ADVIA was designed to handle a larger quantity of blood than you could obtain by pricking a finger.  So Daniel and Sam thought up a series of steps to adapt the Siemens analyzer to smaller samples.  Chief among these was the use of a big robotic liquid handler called the Tecan to dilute the little blood samples collected in the nanotainters with a saline solution.  Another was to transfer the diluted blood into custom-designed cups half the size of the ones that normally went into the ADVIA.

Because they were working with small blood samples, Daniel and Sam concluded that they would have to dilute the blood not once, but twice.  Alan knew this was a bad idea:

Any lab director worth his salt knew that the more you tampered with a blood sample, the more room you introduced for error.

Moreover, this double dilution lowered the concentration of the analytes in the blood samples to levels that were below the ADVIA’s FDA-sanctioned analytic measurement range. In other words, it meant using the machine in a way that neither the manufacturer nor its regulator approved of.  To get the final patient result, one had to multiply the diluted result by the same factor the blood had been diluted by, not knowing whether the diluted result was even reliable.  Daniel and Sam were nonetheless proud of what they’d accomplished.  At heart, both were engineers for whom patient care was an abstract concept.  If their tinkering turned out to have adverse consequences, they weren’t the ones who would be held personally responsible. It was Alan’s name, not theirs, that was on the CLIA certificate.

Anjali Laghari was in charge of the immunoassay group.  She’d worked with Ian Gibbons for a decade.  Anjali had spent years trying to get the Edison working, but the device still had a high error rate.

When Anjali started hearing that Theranos was “going live,” she grew very concerned.  She emailed Elizabeth and Daniel Young to remind them about the high error rates for some blood tests run on the Edison.

Neither Elizabeth nor Daniel acknowledged her email.  After eight years at the company, Anjali felt she was at an ethical crossroads.  To still be working out the kinks in the product was one thing when you were in R&D mode and testing blood volunteered by employees and their family members, but going live in Walgreens stores meant exposing the general population to what was essentially a big unauthorized research experiment.  That was something she couldn’t live with.  She decided to resign.

Elizabeth wanted to persuade Anjali to stay.  Anjali asked Elizabeth: Why should they rush to launch before their technology was ready?  

“Because when I promise something to a customer, I deliver.”

Anjali questioned this line of thought.  The customers who really mattered were the patients who ordered blood tests, believing that the tests were a reliable basis for medical decisions.

After Anjali resigned, her deputy Tina Noyes resigned.

The resignations infuriated Elizabeth and Sunny.  The following day they summoned the staff for an all-hands meeting in the cafeteria… Still visibly angry, Elizabeth told the gathered employees that she was building a religion.  If there were any among them who didn’t believe, they should leave.  Sunny put it more blatantly: anyone not prepared to show complete devotion and unmitigated loyalty to the company should “get the fuck out.”

 

UNICORN

Elizabeth had met the great statesman George Shultz a couple of years before 2013.  She impressed him and won his support.  Based on this connection, Elizabeth had been able to engineer a very favorable piece in the Wall Street Journal.  The article was published September 7, 2013, just as Theranos was going to launch its blood-testing services.  Carreyrou says of the article:

Drawing blood the traditional way with a needle in the arm was likened to vampirism… Theranos’s processes, by contrast,were described as requiring “only microscopic blood volumes” and as “faster, cheaper, and more accurate than the conventional methods.”  The brilliant young Stanford dropout behind the breakthrough invention was anointed “the next Steve Jobs or Bill Gates” by no less than former secretary of state George Shultz, the man many credited with winning the cold war, in a quote at the end of the article.

Elizabeth planned to use the misleading article and the Walgreens launch as a basis for a new fundraising campaign.

Donald A. Lucas, son of legendary venture capitalist Donald L. Lucas, called Mike Barsanti.  Don and Mike had been friendly since they attended Santa Clara University in the 1980s.  Don proceeded to pitch Mike on Theranos.

Mike had first heard about Elizabeth seven years earlier.  Mike had been interested then, but Don hadn’t been. 

[Back in 2006, Mike] asked Don why the firm wasn’t taking a flyer on [Elizabeth] like his father had.  Don had replied that after careful consideration he’s decided against it.  Elizabeth was all over the place, she wasn’t focused, his father couldn’t control her even though he chaired her board, and Don didn’t like or trust her, Mike recalled his friend telling him.

In 2013, Mike asked Don what had changed.

Don explained excitedly that Theranos had come a long way since then.  The company was about to announce the launch of its innovative finger-stick tests in one of the country’s largest retail chains.  And that wasn’t all, he said.  The Theranos devices were also being used by the U.S. military.

“Did you know they’re in the back of Humvees in Iraq?” he asked Mike.

[…]

If all this were true, they were impressive developments, Mike thought.

…Intent on seizing what he saw as a great opportunity, the Lucas Venture Group was raising money for two new funds, Don told Mike.  One of them was a traditional venture fund that would invest in several companies, including Theranos.  The second would be exclusively devoted to Theranos.  Did Mike want in?  If so, time was short.

Mike got an email on September 9, 2013, discussing the “Theranos-time sensitive” opportunity.  The Lucas Venture group would get a discounted price, which valued the firm at $6 billion.  Don mentioned that Theranos had “signed contracts and partnerships with very large retailers and drug stores as well as various pharmaceutical companies, HMO’s, insurance agencies, hospitals, clinics, and various government agencies.”  Don also said that the company had been “cash flow positive since 2006.”

Theranos seemed to be another “unicorn.”  Unicorns like Uber had been able to raise massive amounts of money while still remaining private companies, allowing them to avoid the pressures and scrutiny of going public.

Christopher James and Brian Grossman ran the hedge fund Partner Fund Management, which had $4 billion under management.  James and Grossman saw the Wall Street Journal article about Theranos and were interested.  They reached out to Elizabeth and went to meet with her on December 15, 2013.

During that first meeting, Elizabeth and Sunny told their guests that Theranos’s proprietary finger-stick technology could perform blood tests covering 1,000 of the 1,300 codes laboratories used to bill Medicare and private health insurers, according to a lawsuit Partner Fund later filed against the company.  (Many blood tests involve several billing codes, so the actual number of tests represented by those thousand codes was in the low hundreds.)

At a second meeting three weeks later, they showed them a Powerpoint presentation containing scatter plots purporting to compare test data from Theranos’s proprietary analyzers to data from conventional lab machines.  Each plot showed data points tightly clustered around a straight line that rose up diagonally from the horizontal x-axis.  This indicated that Theranos’s tests results were almost perfectly correlated with those of the conventional machines.  In other words, its technology was as accurate as traditional testing.  The rub was that much of the data in the charts wasn’t from the miniLab or even from the Edison.  It was from other commercial blood analyzers Theranos had purchased, including one manufactured by a company located an hour north of Palo Alto called Bio-Rad.

Sunny also told James and Grossman that Theranos had developed about three hundred different blood tests, ranging from commonly ordered tests to measure glucose, electrolytes, and kidney function to more esoteric cancer-detection tests.  He boasted that Theranos could perform 98 percent of them on tiny blood samples pricked from a finger and that, within six months, it would be able to do all of them that way.  These three hundred tests represented 99 to 99.9 percent of all laboratory requests, and Theranos had submitted every single one of them to the FDA for approval, he said.

Sunny and Elizabeth’s boldest claim was that the Theranos system was capable of running seventy different blood tests simultaneously on a single finger-stick sample and that it would soon be able to run even more.  The ability to perform so many tests on just a drop or two of blood was something of a Holy Grail in the field of microfluidics.

There were some basic problems with trying to run many tests on small samples of blood.  If you used a micro blood sample to do an immunoassay, then there usually wasn’t enough blood for the different set of lab techniques a general chemistry or hematology assay required.  Another fundamental problem was that in transferring a small sample to a microfluidic chip, some blood was lost.  This doesn’t matter for large blood samples, but it can be a crucial problem for small blood samples.  Yet Elizabeth and Sunny implied that they had solved these and other difficulties.

James and Grossman not only liked the presentations by Elizabeth and Sunny; they also were impressed by Theranos’s board of directors.  In addition to Shultz and General Mattis, the board now had Henry Kissinger, William Perry (former secretary of defense), Sam Nunn, and former navy admiral Gary Roughead.  Like Shultz, all of these board members were fellows at the Hoover Institution at Stanford.

Sunny sent the hedge fund managers a spreadsheet with financial projections.

It forecast gross profits of $165 million on revenues of $261 million in 2014 and gross profits of $1.08 billion on revenues of $1.68 billion in 2015.  Little did they know that Sunny had fabricated these numbers from whole cloth.  Theranos hadn’t had a real chief financial officer since Elizabeth had fired Henry Mosley in 2006.

Partner Fund invested $96 million.  This valued Theranos at $9 billion, which put Elizabeth’s net worth at almost $5 billion.

 

THE GRANDSON       

Carreyrou writes this chapter about Tyler Shultz, the grandon of George Shultz:

Tyler had first met Elizabeth in late 2011 when he’d dropped by his grandfather George’s house near the Stanford campus.  He was a junior then, majoring in mechanical engineering.  Elizabeth’s vision of instant and painless tests run on drops of blood collected from fingertips had struck an immediate chord with him.  After interning at Theranos that summer, he’d changed his major to biology and applied for a full-time position at the company.

Tyler became friends with Erika Cheung.

Their job on the immunoassay team was to help run experiments to verify the accuracy of blood tests on Theranos’s Edison devices before they were deployed in the lab for use on patients.  This verification process was known as “assay validation.”

[…]

One type of experiment he and Erika were tasked with doing involved retesting blood samples on the Edisons over and over to measure how much their results varied. The data collected were used to calculate each Edison’s blood test’s coefficient of variation, or CV.  A test is generally considered precise if its CV is less than 10 percent.  To Tyler’s dismay, data runs that didn’t achieve low enough CVs were simply discarded and the experiments repeated until the desired number was reached.  It was as if you flipped a coin enough times to get ten heads in a row and then declared that the coin always returned heads.  Even with the “good” data runs, Tyler and Erika noticed that some values were deemed outliers and deleted.  When Erika asked the group’s more senior scientists how they defined an outlier, no one could give her a straight answer.  Erika and Tyler might be young and inexperienced, but they both knew that cherry-picking data wasn’t good science.  Nor were they the only ones who had concerns about these practices.

Tyler and colleagues tested 247 blood samples on Edison for syphilis, 66 of which were known to be positive.  The devices correctly identified only 65 percent of the sample on the first run, and 80 percent on the second run.

Yet, in its validation report, Theranos stated that its syphilis test had a sensitivity of 95 percent.

There were other tests where Tyler and Erika thought Theranos was being misleading.  For instance, a blood sample would be tested for vitamin D on an analyzer made by the Italian company DiaSorin.  It might show a vitamin D concentration of 20 nanograms per milliliter—a normal result for a healthy patient.  When Erika tested the sample on the Edison, the result was 10 or 20 nanograms per milliliter—indicating a vitamin D deficiency.  Nonetheless, the Edison was cleared for use in the clinical lab on live patient samples, writes Carreyrou.

In November 2013, while working in the clinical lab, Erika received a patient order from the Walgreens store in Palo Alto.  As was standard practice, first she did a quality-control check.  That involves testing a sample where you already know the concentration of the analyte.

If the result obtained is two standard deviations higher or lower than the known value, the quality-control check is usually deemed to have failed.

Erik’a first quality-control check failed.  She ran it again and that one failed as well.  Because it was during Thanksgiving, no one Erika normally reported to was around.  Erika sent an email to the company’s emergency help line.

Sam Anekal, Suraj Saksena, and Daniel Young responded to her email with various suggestions, but nothing they proposed worked.  After awhile an employee named Uyen Do from the research-and-development side came down and took a look at the quality-control readings.

Twelve values had been generated, six during each quality-control test.

Without bothering to explain her rationale to Erika, Do deleted two of those twelve values, declaring them outliers.  She then went ahead and tested the patient sample and sent out a result.

This wasn’t how you were supposed to handle repeat quality-control failures.  Normally, two such failures in a row would have been cause to take the devices off-line and recalibrate them.  Moreover, Do wasn’t even authorized to be in the clinical lab.  Unlike Erika, she didn’t have a CLS license and had no standing to process patient samples.  The episode left Erika shaken.

Tyler Shultz moved to the production team in early 2014.  This put him back near Erika and other colleagues from the clinical lab.

Tyler learned from Erika and others that the Edisons were frequently flunking quality-control checks and that Sunny was pressuring lab personnel to ignore the failures and to test patient samples on the devices anyway.

Tyler asked Elizabeth about validation reports, and she suggested he speak with Daniel Young.  Tyler asked Daniel about CV values: Why were so many data runs discarded when the resulting CV was too high?   Daniel told him that he was making the mistake of taking into account all six values generated by the Edison during a test.  Young said that only the median value mattered.  It was obvious to Tyler that if the Edison’s results were accurate, such data contortions—and the associated dishonesty—wouldn’t be needed in the first place.

Furthermore, all clinical laboratories undergo “proficiency testing” three times a year.

During its first two years of operation, the Theranos lab had always tested proficiency-testing samples on commercial analyzers.  But since it was now using the Edisons for some patient tests, Alan Beam and his new lab codirector had been curious to see how the devices fared in the exercise.  Beam and the new codirector, Mark Pandori, had ordered Erika and other lab associates to split the proficiency-testing samples and run one part on the Edisons and the other part on the lab’s Siemens and DiaSorin analyzers for comparison.  The Edison results had differed markedly from the Siemens and DiaSorin ones, especially for vitamin D.

When Sunny had learned of their little experiment, he’d hit the roof.  Not only had he put an immediate end to it, he had made them report only the Siemens and DiaSorin results.  There was a lot of chatter in the lab that the Edison results should have been the ones reported.  Tyler had looked up the CLIA regulations and they seemed to bear that out…

Tyler told Daniel he didn’t see how what Theranos had done could be legal.  Daniel’s response followed a tortuous logic.  He said a laboratory’s proficiency-testing results were assessed by comparing them to its peers’ results, which wasn’t possible in Theranos’s case because its technology was unique and had no peer group.  As a result, the only way to do an apples-to-apples comparison was by using the same conventional methods as other laboratories.  Besides, proficiency-testing rules were extremely complicated, he argued.  Tyler could rest assured that no laws had been broken.  Tyler didn’t buy it.

In March 2014, using an alias, Tyler emailed the New York health department because it ran one of the proficiency-testing programs in which Theranos had participated.  Without revealing the name of the company in question, he asked about Theranos’s approach.  He got confirmation that Theranos’s practices were “a form of PT cheating” and were “in violation of the state and federal requirements.”  Tyler was given a choice: reveal the name of the company or file an anonymous complaint with New York State’s Laboratory Investigative Unit.  He chose the second option.

Tyler told his famous grandfather George about his concerns.  He said, moreover, that he was going to resign.  George asked him to give Elizabeth a chance to respond.  Tyler agreed.  Elizabeth was too busy to meet in person, so Tyler sent her a detailed email.  He didn’t hear anything for a few days.

When the response finally arrived, it didn’t come from Elizabeth.  It came from Sunny.  And it was withering.  In a point-by-point rebuttal that was longer than Tyler’s original email, Sunny belittled everything from his grasp of statistics to his knowledge of laboratory science.

On the topic of proficiency testing, Sunny wrote:

“That reckless comment and accusation about the integrity of our company, its leadership and its core team members based on absolute ignorance is so insulting to me that had any other person made these statements, we would have held them accountable in the strongest way.  The only reason I have taken so much time away from work to address this personally is because you are Mr. Shultz’s grandson…

I have now spent an extraordinary amount of time postponing critical business matters to investigate your assertions—the only email on this topic I want to see from you going forward is an apology that I’ll pass on to other people including Daniel here.”

Tyler replied to Sunny with a one-sentence email saying he was resigning.  Before he even got to his car, Tyler’s mother called and blurted, “Stop whatever you’re about to do!”  Tyler explained that he had already resigned.

“That’s not what I mean.  I just got off the phone with your grandfather.  He said Elizabeth called him and told him that if you insist on carrying out your vendetta against her, you will lose.”

Tyler was dumbfounded.  Elizabeth was threatening him through his family, using his grandfather to deliver the message.

Tyler went to the Hoover Institution to meet with his grandfather. George listened to what Tyler had to say.  Finally, George told his grandson that he thought he was wrong in this case.

In the meantime, a patient order for a hepatitis C test had reached the lab and Erika refused to run it on the Edisons, writes Carreyrou.  The reagents for the hepatitis C test were expired.  Also, the Edisons hadn’t been recalibrated in awhile.  Erika and a coworker decided to use commercially available hepatitis kits called OraQuick HCV.  That had worked until the lab had run out of them.  They tried to order more, but Sunny had gotten upset and tried to block it.  Sunny also learned that it was Erika who had given Tyler the proficiency-testing results.  Sunny asked Erika to meet with him and then told her, “You need to tell me if you want to work here or not.”

Erika went to meet Tyler, who suggested that she join him for dinner at his grandfather’s house.  Perhaps having two people with similar experiences would be more persuasive.  Unfortunately, while Charlotte, George’s wife, seemed receptive and incredulous, George wasn’t buying it.

Tyler had noticed how much he doted on Elizabeth.  His relationship with her seemed closer than their own.  Tyler also knew that his grandfather was passionate about science.  Scientific progress would make the world a better place and save it from such perils as pandemics and climate change, he often told his grandson.  This passion seemed to make him unable to let go of the promise of Theranos.

George said a top surgeon in New York had told him the company was gong to revolutionize the field of surgery and this was someone his good friend Henry Kissinger considered to be the smartest man alive.  And according to Elizabeth, Theranos’s devices were already being used in medevac helicopters and hospital operating rooms, so they must be working.

Tyler and Erika tried to tell him that couldn’t possibly be true given that the devices were barely working within the walls of Theranos.  But it was clear they weren’t making any headway.  George urged them to put the company behind them and to move on with their lives. 

The next morning Erika quit Theranos.

 

FAME

After Theranos sued Richard Fuisz, Richard and Joe Fuisz resolved to fight it to the very end.  However, after they’d spent more than $2 million on their defense and after they realized how outgunned they were by Theranos’s lawyers—led by David Boies—they decided it would be better to settle.

It amounted to a complete capitulation on the Fuiszes’ part.  Elizabeth had won.

At a meeting with Boies, the two sides drafted the settlement agreement. Then Richard and Joe signed.

…Richard Fuisz looked utterly defeated.  The proud and pugnacious former CIA agent broke down and sobbed.

Roger Parloff, Fortune magazine’s legal correspondent, saw an article about the case involving Theranos and the Fuiszes.  Parloff called Dawn Schneider, Boies’s long-term public relations representative.  She offered to meet Parloff at his office.  On the walk across Midtown, Schneider thought that a better story to write about was Theranos and its brilliant young founder.  When she arrived at Parloff’s office, she told him about Theranos and said, “this is the greatest company you’ve never heard of.”

Parloff went to Palo Alto do meet with Elizabeth.

…what Elizabeth told Parloff she’d achieved seemed genuinely innovative and impressive.  As she and Sunny had stated to Partner fund, she told him the Theranos analyzer could perform as many as seventy different blood tests from one tiny finger-stick draw and she led him to believe that the more than two hundred tests on its menu were all finger-stick tests done with proprietary technology.  Since he didn’t have the expertise to vet her scientific claims, Parloff interviewed the prominent members of her board of directors and effectively relied on them as character witnesses… All of them vouched for Elizabeth emphatically. Shultz and Mattis were particularly effusive.

“Everywhere you look with this young lady, there’s a purity of motivation,” Shultz told him.  “I mean she is really trying to make the world better, and this is her way of doing it.”

Mattis went out his way to praise her integrity.  “She has probably one of the most mature and well-honed sense of ethics—personal ethics, managerial ethics, business ethics, medical ethics that I’ve ever heard articulated,” the retired general gushed.

Parloff’s cover story for Fortune magazine was published June 12, 2014.  Elizabeth instantly became a star.  Forbes then ran its own piece.

Two months later she graced one of the covers of the magazine’s annual Forbes 400 issue on the richest people in America.  More fawning stories followed in USA Today, Inc., Fast Company, and Glamour, along with segments on NPR, Fox Business, CNBC, CNN, and CBS News.  With the explosion of media coverage came invitations to numerous conferences and a cascade of accolades.  Elizabeth became the youngest person to win the Horatio Alger award.  Time magazine named her one of the one hundred most influential people in the world. President Obama appointed her a U.S. ambassador for global entrepreneurship, and Harvard Medical School invited her to join its prestigious board of fellows.

Carreyrou continues:

As much as she courted the attention, Elizabeth’s sudden fame wasn’t entirely her doing… In Elizabeth Holmes, the Valley had its first female billionaire tech founder.

Still, there was something unusual in the way Elizabeth embraced the limelight. She behaved more like a movie star than an entrepreneur, basking in the public adulation she was receiving.  Each week brought a new media interview or conference appearance.  Other well-known startup founders gave interviews and made public appearances too but with nowhere near the same frequency.  The image of the reclusive, ascetic young woman Parloff had been sold on had overnight given way to that of the ubiquitous celebrity.

Elizabeth excelled at delivering a heartwarming message that Theranos’s convenient blood tests could be used to catch diseases early so that no one would have to say goodbye to loved ones too soon, notes Carreyrou.  She soon started adding a new personal detail to her interviews and presentations: her uncle had died of cancer.

It was true that Elizabeth’s uncle, Ron Dietz, had died eighteen months earlier from skin cancer that had metastasized and spread to his brain.  But what she omitted to disclose was that she had never been close to him.  To family members who knew the reality of their relationship, using his death to promote her company felt phony and exploitative.

Of course, at that time, most people who heard Elizabeth in an interview or presentation didn’t know about the lies she was telling.  But she was a great salesperson.  Elizabeth told one story about a little girl who got stuck repeatedly because the nurse couldn’t find the vein.  Another story was about cancer patients depressed because of how much blood they had to give.

Patrick O’Neill, from TBWA/Chiat/Day, was Theranos’s chief creative officer.  He was raising Elizabeth’s profile and perfecting her image.

To Patrick, making Elizabeth the face of Theranos made perfect sense.  She was the company’s most powerful marketing tool.  Her story was intoxicating.  Everyone wanted to believe in it, including the numerous young girls who were sending her letters and emails.  It wasn’t a cynical calculus on his part: Patrick was one of her biggest believers.  He had no knowledge of the shenanigans in the lab and didn’t pretend to understand the science of blood testing.  As far as he was concerned, the fairy tale was real.

With over five hundred employees, Theranos had to move to a new location.  Patrick designed Elizabeth’s new office:

Elizabeth’s new corner office was designed to look like the Oval Office.  Patrick ordered a custom-made desk that was as deep as the president’s at its center but had rounded edges.  In front of it, he arranged two sofas and two armchairs around a table, replicating the White House layout.  At Elizabeth’s insistence, the office’s big windows were made of bulletproof glass.

 

THE HIPPOCRATIC OATH

Alan Beam had become disillusioned:

For his first few months as laboratory director, he’s clung to the belief that the company was going to transform with its technology.  But the past year’s events had shattered any illusion of that.  He now felt like a pawn in a dangerous game played with patients, investors, and regulators.  At one point, he’d had to talk Sunny and Elizabeth out of running HIV tests on diluted finger-stick samples.  Unreliable potassium and cholesterol results were bad enough.  False HIV results would have been disastrous.

Two of Alan’s colleagues had recently resigned out of disagreement with what they viewed as blatantly dishonest company policies.

One day Alan was talking with Curtis Schneider, one of the smartest people at Theranos, with a Ph.D. in inorganic chemistry and having spent four years as a postdoctoral scholar at Caltech. 

He told Curtis about the lab’s quality-control data and how it was being kept from him.  And he confided something else: the company was cheating on its proficiency testing.  In case Curtis hadn’t registered the implication of what he’d just said, he spelled it out: Theranos was breaking the law.

A few weeks later, Christian Holmes contacted Alan.

Christian wanted Alan to handle yet another doctor’s complaint.  Alan had fielded dozens of them since the company had gone live with its tests the previous fall.  Time and time again, he’d been asked to convince physicians that blood-test results he had no confidence in were sound and accurate.  He decided he couldn’t do it anymore.  His conscience wouldn’t allow him to.

He told Christian no and emailed Sunny and Elizabeth to inform them that he was resigning and to ask them to immediately take his name off the lab’s CLIA license.

December 15, 2014, there another article about Theranos in the New Yorker.  Adam Clapper, a pathologist in Columbia Missouri, who writes a blog about the industry Pathology Blawg, noticed the article.  He was very skeptical about Theranos.  Joe Fuisz noticed the article and told his father about it.  Richard read the article and got in touch with Adam.  Adam felt initially that he would need more proof.

A few days later, Richard noticed that someone named Alan Beam had looked at his LinkedIn profile.  Richard saw that Alan had been laboratory director at Theranos.  So he sent him an InMail, thinking it was worth a shot.  Alan got back to him.

Alan called and said to Richard, “You and I took the Hippocratic Oath, which is to first do no harm.  Theranos is putting people in harm’s way.”  Alan filled him in on all the details. 

Richard told Adam about what he’d learned from Alan.  Adam agreed that the information changed everything. However, he was worried about the legal liability of going against a $9 billion Silicon Valley company with a litigious history and represented by David Boies.  That said, Adam knew an investigative reporter at the Wall Street Journal.  John Carreyrou.

 

THE TIP

Adam called John Carreyrou at the Wall Street Journal.  Carreyrou says that even though nine times out of ten, tips don’t work out, he always listened because you never knew.  Also, he happened to have just finished a year-long investigation in Medicare fraud and he was looking for his next story.

February 26, 2015, Carreyrou reached Alan Beam.  Alan agreed to talk as long as his identity was kept confidential.

…the Theranos devices didn’t work.  They were called Edisons, he said, and they were error-prone.  They constantly failed quality-control.  Furthermore, Theranos used them for only a small number of tests.  It performed most of its tests on commercially available instruments and diluted the blood samples.

…Theranos didn’t want people to know its technology was limited, so it had contrived a way of running small finger-stick samples on conventional machines.  This involved diluting the finger-stick samples to make them bigger.  The problem, he said, was that when you diluted the samples, you lowered the concentration of analytes in the blood to a level the conventional machines could no longer measure accurately.

He said he had tried to delay the launch of Theranos’s blood tests in Walgreens stores and had warned Holmes that the lab’s sodium and potassium results were completely unreliable… I was barely getting my head around these revelations when Alan mentioned something called proficiency testing.  He was adamant that Theranos was breaking federal proficiency-testing rules.

There was more:

Alan also said that Holmes was evangelical about revolutionizing blood testing but that her knowledge base on science and medicine was poor, confirming my instincts.  He said she wasn’t the one running Theranos day-to-day.  A man named Sunny Balwani was.  Alan didn’t mince his words about Balwani: he was a dishonest bully who managed through intimidation.  Then he dropped another bombshell: Holmes and Balwani were romantically involved.

It’s not that there were rules against such a romantic involvement in the Silicon Valley startup world. Rather, it’s that Elizabeth was hiding the relationship from her board.  What other information might she be keeping from her board?

Alan told Carreyrou how he had brought up his concerns with Holmes and Balwani a number of times, but Balwani would either rebuff him or put him off, writes Carreyrou. 

Alan was most worried about potential harm to patients:

He described the two nightmare scenarios false blood-test results could lead to.  A false positive might cause a patient to have an unnecessary medical procedure.  But a false negative was worse: a patient with a serious condition that went undiagnosed could die.

Carreyrou experienced the familiar rush of a big reporting breakthrough, but he knew that he needed to get corroboration.  He proceeded to speak with others who had been associated with Theranos and who were willing to talk—some on the condition of anonymity.  A good start.  However, getting documentary evidence was “the gold standard for these types of stories.”  This would be harder.

Carreyrou spoke with Alan again.

Our conversation shifted to proficiency testing. Alan explained how Theranos was gaming it and he told me which commercial analyzers it used for the majority of its blood tests.  Both were made by Siemens… He revealed something else that hadn’t come up in our first call: Theranos’s lab was divided into two parts.  One contained the commercial analyzers and the other the Edison devices.  During her inspection of the lab, a state inspector had been shown only the part with the commercial analyzers.  Alan felt she’d been deceived.

He also mentioned that Theranos was working on a newer-generation device code-named 4S that was supposed to supplant the Edison and do a broader variety of blood tests, but it didn’t work at all and was never deployed in the lab.  Diluting finger-stick samples and running them on Siemens machines was supposed to be a temporary solution, but it had become a permanent one because the 4S had turned into a fiasco.

It was all beginning to make sense: Holmes and her company had overpromised and then cut corners when they couldn’t deliver. It was one thing to do that with software or a smartphone app, but doing it with a medical product that people relied on to make important health decisions was unconscionable.

Carreyrou reached out to twenty former and current Theranos employees.  Many didn’t respond.  Those Carreyrou got on the phone said they’d signed strict confidentiality agreements. They were worried about being sued.

Carreyrou’s initial conversations with Alan and two others had been “on deep background,” which meant Carreyrou could use what they said but had to keep their identities confidential.  Subsequently, he spoke with a former high-ranking employee “off the record.”  This meant that Carreyrou couldn’t make use of any information from that conversation. But Carreyrou did learn corroborating information even though it was off the record.  This further bolstered his confidence.

Carreyrou knew he needed proof that Theranos was delivering inaccurate blood-test results.  He discovered a doctor, Nicole Sundene, who had made a complaint about a Theranos blood test on Yelp.  Carreyrou met with Dr. Sundene, who told him about the experience of one of her patients, Maureen Glunz.

The lab report she’d received from Theranos had shown abnormally elevated results for calcium, protein, glucose, and three liver enzymes… Dr. Sundene had worried she might be on the cusp of a stroke and sent her straight to the hospital.  Glunz had spent four hours in the emergency room on the eve of Thanksgiving while doctors ran a battery of tests on her, including a CT scan.  She’d been discharged after a new set of blood tests performed by the hospital’s lab came back normal.  That hadn’t been the end of it, however.  As a precaution, she’d undergone two MRIs during the ensuing week…

When I met with Dr. Sundene at her office, I learned that Glunz wasn’t the only patient whose results she found suspect.  She told me more than a dozen of her patients had tested suspiciously high for potassium and calcium and she doubted the accuracy of those results as well.  She had written Theranos a letter to complain but the company hadn’t even acknowledged it.

Carreyrou met a Dr. Adrienne Stewart, who told him about two of her patients who’d gotten incorrect results from Theranos.  One patient had to delay a long-planned trip to Ireland because an incorrect result from Theranos suggested she could have deep vein thrombosis.  A second set of tests from another lab turned out to be normal.  Also, ultrasound of the patient’s legs didn’t reveal anything.

Another of Dr. Stewart’s patients had gotten a test result from Theranos indicating a high TSH value.

The patient was already on thyroid medication and the result suggested that he dose needed to be raised.  Before she did anything, Dr. Stewart sent the patient to get retested at Sonora Quest, a joint venture of Quest and the hospital system Banner Health.  The Sonora Quest result came back normal.  Had she trusted the Theranos result and increased the patient’s medication dosage, the outcome could have been disastrous, Dr. Stewart said.  The patient was pregnant.  Increasing her dosage would have made her levels of thyroid hormone too high and put her pregnancy at risk.

Carreyrou also met with Dr. Gary Betz.  He had a patient on medication to reduce blood pressure.  High potassium was one potential side effect of the medication, so Dr. Betz monitored it.  A Theranos test showed that his patient had an almost critical level of potassium.  A nurse sent Dr. Betz’s patient back to get retested.  But the phlebotomist was unable to complete the test despite three attempts to draw blood. Dr. Betz was very upset because if the initial test was accurate, an immediate change in the patient’s treatment was crucial.  He sent his patient to get tested as Sonora Quest.  The result came back normal.

As an experiment, Carreyrou and Dr. Sundene had each gotten their blood tested by Theranos and by another lab.  Carreyrou:

Theranos had flagged three of my values as abnormally high and one as abnormally low.  Yet on LabCorp’s report, all four of those values showed up as normal. Meanwhile, LabCorp had flagged both my total cholesterol and LDL cholesterol as high, while the Theranos described the first as “desirable” and the second as “near optimal.”

Those differences were mild compared to a whopper Dr. Sundene had found in her results.  According to Theranos, the amount of cortisol in her blood was less than one microgram per deciliter.  A value that low was usually associated with Addison’s disease, a dangerous condition characterized by extreme fatigue and low blood pressure that could result in death if it went untreated.  Her LabCorp report, however, showed a cortisol level of 18.8 micrograms per deciliter, which was within the normal range for healthy patients.  Dr. Sundene had no doubt which of the two values was the correct one.

Carreyrou mentions a “No surprise” rule they have at the Wall Street Journal.

We never went to press with a story without informing the story subject of every single piece of information we had gathered in our reporting and giving them ample time and opportunity to address and rebut everything.

Carreyrou met with Erica Cheung.

She said Theranos should never have gone live testing patient samples.  The company routinely ignored quality-control failures and test errors and showed a complete disregard for the well-being of patients, she said.  In the end, she had resigned because she was sickened by what she had become a party to, she told me.

Carreyrou also met with Tyler Shultz, who gave him a detailed account of his experiences with Theranos.  Finally, Carreyrou met with Rochelle Gibbons, the widow of Ian Gibbons.

I flew back to New York the next day confident that I’d reached a critical mass in my reporting and that it wouldn’t be too long before I could publish.  But that was underestimating whom I was up against.

 

THE AMBUSH

On May 27, 2015, Tyler went to his parents’ house for dinner, as he tried to do every two weeks.  His father, looking worried, asked Tyler if he’d spoken with an investigative journalist from the Wall Street Journal.  Yes, said Tyler.  His father: “Are you kidding me?  How stupid could you be?  Well, they know.”

His father told him that his grandfather George had called.  George said if Tyler wanted to get out of a “world of trouble,” he would have to meet with Theranos’s lawyers the next day and sign something.  Tyler called his grandfather and arranged to meet him later that night.

Carreyrou had sent a list of seven areas he wanted to discuss with Elizabeth to Matthew Traub, a representative of Theranos.  Included in one section was the coefficient of variation for one of the blood tests.  It happened to be a number that Tyler had calculated.  It was because of that number that Elizabeth had been able to tie Tyler to the investigative reporter.

However, the number Elizabeth tied to Tyler could have come from anyone.  When Tyler met with his grandfather, he categorically denied speaking with any reporter.  George told Tyler:  “We’re doing this for you.  Elizabeth says your career will be over if the article is published.”

Tyler summarized all the issues he had raised earlier regarding Theranos.  But his grandfather still didn’t agree with Tyler’s views.  George told his grandson that there was a one-page document Theranos wanted him to sign swearing confidentiality going forward.  Theranos argued that the Wall Street Journal article would include trade secrets of the company.  Tyler said he would consider signing the document if the company would stop bothering him. George then told Tyler that there were two Theranos lawyers upstairs.

Tyler felt betrayed because he had specifically asked to meet his grandfather with no lawyers.  His grandmother Charlotte told Tyler that she was questioning whether Theranos had a functioning product and that Henry Kissinger was also skeptical and wanted out.

The two lawyers, Mike Brill and Meredith Dearborn, were partners at Boies, Schiller & Flexner. Brille told Tyler he had identified him as a source for the Journal article.

He handed him three documents: a temporary restraining order, a notice to appear in court two days later, and a letter stating Theranos had reason to believe Tyler had violated his confidentiality obligations and was prepared to file suit against him.

Brille pressed Tyler to admit that he had spoken with a reporter.  Tyler kept denying it.  Brille kept pushing and pushing and pushing.  Finally, Tyler said the conversation needed to end.  His grandfather jumped in and defended Tyler and escorted the lawyers out of the house. 

[George] called Holmes and told her this was not what they had agreed upon.  She had sent over a prosecutor rather than someone who was willing to have a civilized conversation.  Tyler was ready to go to court the next day, he warned her.

George and Elizabeth reached a compromise.  George and Tyler would meet again at George’s house the following morning.  Tyler would look at the one-page document.  George asked Elizabeth to send a different lawyer.

The next morning, Tyler wasn’t surprised to see Brille again.  Brille had new documents. 

One of them was an affidavit stating that Tyler had never spoken to any third parties about Theranos and that he pledged to give the names of every current and former employee who he knew had talked to the Journal.  Brille asked Tyler to sign the affidavit.  Tyler refused.

George asked Tyler what it would take for him to sign it.  Tyler said Theranos would have to agree not to sue him.  George wrote the requirement on the affidavit.  Then he and Brille went into another room to talk.

In the interim, Tyler decided he wasn’t going to sign anything.  After speaking with two lawyers soon thereafter, Tyler stuck with his decision.  Brille had been threatening to sue immediately, but then told Tyler’s lawyer that they were going to delay the lawsuit in order to try to reach some agreement.

Tyler—through his lawyer—began exchanging drafts of the affidavit with Brille.  Tyler tried to make concessions in order to reach some agreement.  For instance, he agreed to be called a junior employee who couldn’t have known what he was talking about when it come to proficiency testing, assay validation, and lab operations.  But Theranos kept pushing Tyler to name the Journal’s other sources.  He refused.

As the stalemate dragged on, Boies Schiller resorted to the bare-knuckle tactics it had become notorious for.  Brille let it be known that if Tyler didn’t sign the affidavit and name the Journal‘s sources, the firm would make sure to bankrupt his entire family when it took him to court.  Tyler also received a tip that he was being surveilled by private investigators.

Tyler got a lawyer for his parents.  That way Tyler and his parents could communicate through attorneys and those conversations would be protected by attorney-client privilege.

This led to an incident that rattled both Tyler and his parents.  Hours after his parents’ new lawyer met with them for the first time, her car was broken into and her briefcase containing her notes from the meeting was stolen.

 

TRADE SECRETS

A Theranos delegation met Carreyrou at the offices of the Journal.  David Boies came with Mike Brille, Meredith Dearborn, and Heather King, who was now general counsel for Theranos.  Matthew Traub was there.  The only Theranos executive was Daniel Young.

Carreyrou brought along Mike Siconolfi, head of the Journal’s investigations team, and Jay Conti, the deputy general counsel of the Journal’s parent company.

Carreyrou had sent eighty questions, at Traub’s request, as a basis for the discussion.  King began the meeting by saying they were going to refute the “false premises” assumed by the questions.  The lawyers tried to intimidate Carreyrou.  King warned:

“We do not consent to your publication of our trade secrets.”

Carreyrou wasn’t going to be intimidated.  He retorted:

“We do not consent to waiving our journalistic privileges.”

King became more conciliatory as they agreed to start going through the questions one at a time.  Daniel Young was the only one there who could answer them.

After Young acknowledged that Theranos owned commercial blood analyzers, which he claimed the company used only for comparison purposes, rather than for delivering patient results, I asked if one of them was the Siemens ADVIA.  He declined to comment, citing trade secrets.  I then asked whether Theranos ran small finger-stick samples on the Siemens ADVIA with a special dilution protocol.  He again invoked trade secrets to avoid answering the question but argued that diluting blood samples was common in the lab industry.

Carreyrou pointed out that if they weren’t prepared to answer such basic questions that were at the heart of his story, what was the point of meeting?  Eventually Boies got angry and criticized Carreyrou’s reporting methods, saying he asked loaded questions to doctors.  Much more back-and-forth ensued between members of the Theranos delegation and Carreyrou, Siconolfi, and Conti.

How could anything involving a commercial analyzer manufactured by a third party possibly be deemed a Theranos trade secret?  I asked.  Brille replied unconvincingly that the distinction wasn’t as simple as I made it out to be.

Turning to the Edison, Carreyrou asked how many blood tests it performs.  The answer was that it was a trade secret.

I felt like I was watching a live performance of the Theater of the Absurd.

…It was frustrating but also a sign that I was on the right track. They wouldn’t be stonewalling if they had nothing to hide.

For four more hours, the meeting went on like this.  Young did answer a few questions.

He acknowledged problems with Theranos’s potassium test but claimed they had quickly been solved and none of the faulty results had been released to any patients.  Alan Beam had told me otherwise, so I suspected Young was lying about that. Young also confirmed that Theranos conducted proficiency testing differently than most laboratories but argued this was justified by the uniqueness of its technology. 

A few days later, Theranos threatened Erika Cheung with a lawsuit and also started started threatening Alan Beam again.  However, Alan had consulted a lawyer and felt less vulnerable to Theranos’s intimidation tactics.

Boies sent a twenty-three page letter to the Journal threatening a lawsuit if the paper published a story that defamed Theranos or revealed any of its trade secrets.  Boies attacked Carreyrou’s journalistic integrity.

His main evidence to back up that argument was signed statements Theranos had obtained from two of the other doctors I had spoken to claiming I had mischaracterized what they had told me and hadn’t made clear to them that I might use the information in a published article.  The doctors were Lauren Beardsley and Saman Rezaie…

The truth was that I hadn’t planned on using the patient case Dr. Beardsley and Rezaie had told me about because it was a secondhand account.  The patient in question was being treated by another doctor in their practice who had declined to speak to me.  But, while their signed statements in no way weakened my story, the likelihood that they had caved to the company’s pressure worried me.

Meanwhile, Dr. Stewart reassured Carreyrou that she was standing up for patients and for the integrity of lab testing.  She wouldn’t be pressured.  Balwani later told her that if the Journal article was published with Dr. Stewart in the story, her name would be dragged through the mud.  When Carreyrou spoke with Dr. Stewart, she asked him please not to use her name in the story.

 

LA MATTANZA

Roger Parloff of Fortune still believed in Theranos.  During an interview with Elizabeth for a second article he was working on, he asked about an Ebola test Theranos had been developing.

Given that an Ebola epidemic had been raging in West Africa for more than a year, Parloff thought a rapid finger-stick test to detect the deadly virus could be of great use to public health authorities and had been interested in writing about it.  Holmes said she expected to obtain emergency-use authorization for the test shortly and invited him to come see a live demonstration of it at Boies Schiller’s Manhattan offices.

Parloff arrived at the offices, and they told him they wanted to do two tests, one for Ebola and the other to measure potassium.  They pricked his finger twice.

Parloff wondered fleetingly why one of the devices couldn’t simultaneously perform both tests from a single blood sample but decided not to press the issue.

For some reason, the results of the tests were delayed.  An indicator of the machine’s progress seemed to be moving very slowly.

Balwani had tasked a Theranos software engineer named Michael Craig to write an application for the miniLab’s software that masked test malfunctions.  When something went wrong insider the machine, the app kicked in and prevented an error message from appearing on the digital display.  Instead, the screen showed the test’s progress slowing to a crawl.

[…]

In the absence of real validation data, Holmes used these demos to convince board members, prospective investors, and journalists that the miniLab was a finished working product.  Michael Craig’s app wasn’t the only subterfuge used to maintain the illusion. During demos at headquarters, employees would make a show of placing the finger-stick sample of a visiting VIP in the miniLab, wait until the visitor had left the room, and then take the sample out and bring it to a lab associate, who would run it on one of the modified commercial analyzers.

Parloff had no idea he’d been duped.

Back in California, Holmes had invited Vice President Joe Biden to visit the company’s facilities.

Holmes and Balwani wanted to impress the vice president with a vision of a cutting-edge, completely automated laboratory. So instead of showing him the actual lab, they created a fake one.

Carreyrou writes:

A few days later, on July 28, I opened that morning’s edition of the Journal and nearly spit out my coffee: as I was leafing through the paper’s first section, I stumbled across an op-ed written by Elizabeth Holmes crowing about Theranos’s herpes-test approval and calling for all lab tests to be reviewed by the FDA. She’d been denying me an interview for months, her lawyers had been stonewalling and threatening my sources, and here she was using my own newspaper’s opinion pages to perpetuate the myth that she was regulators’ best friend.

Of course, because of the firewall between the Journal’s news and editorial side, Paul Gigot and his staff had no idea what Carreyrou was working on.  Nonetheless, Carreyrou was annoyed because it seemed like Holmes was trying to make it more difficult for the paper to publish Carreyrou’s investigation.

Carreyrou went to speak with his editor, Mike Siconolfi, hoping they could speed up the publication of his Theranos article.  But Mike, who was Italian American, urged patience and then asked Carreyrou, “Did I ever tell you about la mattanza?”  La mattanza was an ancient Sicilian ritual in which fishermen waded into the Mediterranean Sea with clubs and spears.  Then they stood perfectly still for hours until the fish no longer noticed them.  Someone would give the signal and the fishermen would strike.

 

DAMAGE CONTROL

Soon after Carreyrou started investigating Theranos, the company completed another round of fund-raising.  They raised $430 million, $125 million of which came from Rupert Murdoch, who controlled News Corporation, the parent company of the Journal.

He was won over by Holmes’s charisma and vision but also by the financial projections she gave him.  The investment packet she sent forecast $330 million in profits on revenues of $1 billion in 2015 and $505 million in profits on revenues of $2 billion in 2016.  These numbers made what was now a $10 billion valuation seem cheap.

Murdoch also derived comfort from some of the other reputable investors he heard Theranos had lined up.  They included Cox Enterprises, the Atlanta-based, family-owned conglomerate whose chairman, Jim Kennedy, he was friendly with, and the Waltons of Walmart fame.  Other big-name investors he didn’t know about ranged from Bob Kraft, owner of the New England Patriots, to Mexican billionaire Carlos Slim and John Elkann, the Italian industrialist who controlled Fiat Chrystler Automobiles.

On two separate occasions when Holmes met with Murdoch, she brought up Carreyrou’s story, saying it was false and would damage Theranos.  Both times, Murdoch maintained that he trusted the Journal’s editors to handle the matter fairly.

Meanwhile, Theranos continued to try to intimidate Carreyrou’s sources.  For instance, two patients who had appointments with Dr. Sundene fabricated negative stories and posted them on Yelp.  Dr. Sundene had to hire an attorney to get Yelp to remove the bad reviews.

The Journal finally published Carreyrou’s story on the front page on Thursday, October 15, 2015.

The headline,“A Prized Startup Struggles,” was understated but the article itself was devastating.  In addition to revealing that Theranos ran all but a small fraction of its tests on conventional machines and laying bare its proficiency-testing shenanigans and its dilution of finger-stick samples, it raised serious questions about the accuracy of its own devices.  It ended with a quote from Maureen Glunz saying that “trial and error on people” was “not OK,” bringing home what I felt was the most important point: the medical danger to which the company had exposed patients.

The story sparked a firestorm…

Other news organization picked up the story and produced critical pieces.  In Silicon Valley, everyone was talking about the Theranos story.  Some, including venture capitalist Marc Andreesen, defended Theranos.  Others revealed that they had had their doubts for some time:

Why had Holmes always been so secretive about her technology?  Why had she never recruited a board member with even basic knowledge of blood science?  And why hadn’t a single venture capital firm with expertise in health care put money into the company?

Many others didn’t know what to believe.

Carreyrou writes:

We knew that the battle was far from over and that Theranos and Boies would be coming at us hard in the coming days and weeks.  Whether my reporting stood up to their attacks would largely depend on what actions, if any, regulators took.

Carreyrou was trying to speak with his source at the FDA and finally reached him:

On deep background, he confirmed to me that the FDA had recently conducted a surprise inspection of Theranos’s facilities in Newark and Palo Alto.  Dealing a severe blow to the company, the agency had declared its nanotainter an uncleared medical device and forbid it from continuing to use it, he said.

He explained that the FDA had targeted the little tube because, as a medical device, it clearly fell under its jurisdiction and gave it the most solid legal cover to take action against the company.  But the underlying reason for the inspection had been the poor clinical data Theranos had submitted to the agency in an effort to get it to approve its tests.  When the inspectors failed to find any better data on-site, the decision had been made to shut down the company’s finger-stick testing by taking away the nanotainter, he said.  That wasn’t all: he said the Centers for Medicare and Medicaid Services had also just launched its own inspection of Theranos.

Holmes tried to jump ahead of the story by stating that the nanotainter withdrawal was a voluntary decision.

We quickly published my follow-up piece online. Setting the record straight, it revealed that the FDA had forced the company to stop testing blood drawn from patients’ fingers and declared its nanotainter an “unapproved medical device.”  The story made the front page of the paper’s print edition the next morning, providing more fuel to what was now a full-blown scandal.

Holmes called a meeting of all company employees.

Striking a defiant tone, she told the assembled staff that the two articles the Journal had published were filled with falsehoods seeded by disgruntled former employees and competitors.  This sort of thing was bound to happen when you were working to disrupt a huge industry with powerful incumbents who wanted to see you fail, she said.  Calling the Journal a “tabloid,” she vowed to take the fight to the paper.

A senior hardware engineer asked Balwani to lead them in a chant.  A few months earlier, they’d done a certain chant directed at Quest and LabCorp.  Everyone remember this chant.

Balwani was glad to lead the chant again.  Several hundred employees chanted:

“Fuck you, Carrey-rou!  Fuck you, Carrey-rou!”

The following week, the Journal was hosting the WSJ D.Live conference at which Holmes was scheduled to be interviewed. 

Holmes came out swinging from the start.  That was no surprise: we had expected her to be combative.  What we hadn’t fully anticipated was her willingness to tell bald-faced lies in a public forum.  Not just once, but again and again during the half-hour interview.  In addition to continuing to insist that the nanotainter withdrawal had been voluntary, she said the Edison devices referred to in my stories were an old technology that Theranos hadn’t used in years.  She also denied that the company had ever used commercial lab equipment for finger-stick tests.  And she claimed that the way Theranos conducted proficiency-testing was not only perfectly legal, it has the express blessing of regulators.

The biggest lie, to my mind, was her categorical denial that Theranos diluted finger-stick samples before running them on commercial machines.

By this point, several prominent Silicon Valley figures were publicly criticizing the company.  John-Louis Gassee published a blog post in which he mentioned pointedly different blood-test results he received from Theranos and Stanford Hospital.  He wrote Holmes asking about the discrepancy, but never got a reply.

Shultz, Kissinger, Sam Nunn, and other ex-statesmen left the Theranos board and instead formed a board of counselors.  David Boies joined the Theranos board.

Within days, the Journal received a letter from Heather King demanding a retraction of the main points of the two articles, calling them “libelous assertions.”  David Boies stated that a defamation suit was likely.  The Journal received another letter demanding that it retain all documents concerning Theranos.

But if Theranos thought this saber rattling would make us stand down, it was mistaken.  Over the next three weeks, we published four more articles.  They revealed that Walgreens had halted a planned nationwide expansion of Theranos wellness centers, that Theranos had tried to sell more shares at a higher valuation days before my first story was published, that its lab was operating without a real director, and that Safeway had walked away from their previously undisclosed partnership over concerns about its testing.

In an interview with Bloomberg Businessweek, Holmes said she was the victim of sexism.

In the same story, her old Stanford professor, Channing Robertson, dismissed questions about he accuracy of Theranos’s testing as absurd, saying the company would have to be “certifiable” to go to market with a product that people’s lives depended on knowing that it was unreliable.  He also maintained that Holmes was a once-in-a-generation genius, comparing her to Newton, Einstein, Mozart, and Leonardo da Vinci.

Carreyrou comments:

There was only one way the charade would end and that was if CMS, the chief regulatory of clinical laboratories, took strong action against the company.  I needed to find out what had come of that second regulatory inspection.

 

THE EMPRESS HAS NO CLOTHES

Based on a complaint from Erika Cheung, a veteran CMS field inspector, Gary Yamamoto and his colleague Sarah Bennett made a surprise inspection of Theranos’s lab.  Yamamoto and Bennett planned to spend two days, but there were so many issues that they asked for more time.  Balwani asked if they could return in two months and they agreed.

In late 2015 and early 2016, Carreyrou tried to find out about the second inspection conducted by Yamamoto and Bennett.  Finally he learned that the CMS inspectors had found “serious deficiencies.”

How serious became clear a few days later when the agency released a letter it had sent the company saying they posed “immediate jeopardy to patient health and safety.”  The letter gave the company ten days to come up with a credible correction plan and warned that failing to come back into compliance quickly could cause the lab to lose its federal certification.

This was major.  The overseer of clinical laboratories in the United States had not only confirmed that there were significant problems with Theranos’s blood tests, it had deemed the problems grave enough to put patients in immediate danger.  Suddenly, Heather King’s written retraction demands, which had been arriving like clockwork after each story we published, stopped.

However, Theranos continued to minimize the seriousness of the situation.  In a statement, it claimed to have already addressed many of the deficiencies and that the inspection findings didn’t reflect the current state of the Newark lab.  It also claimed that the problems were confined to the way the lab was run and had no bearing on the soundness of its proprietary technology.  It was impossible to disprove these claims without access to the inspection report.  CMS usually made such documents public a few weeks after sending them to the offending laboratory, but Theranos was invoking trade secrets to demand that it be kept confidential…

Carreyrou filed a Freedom of Information Act request to try to force CMS to release the inspection report.

But Heather King continued to urge the agency not to make the report public without extensive redactions, claiming that doing so would expose valuable trade secrets.  It was the first time the owner of a laboratory under the threat of sanctions had demanded redactions to an inspection report, and CMS seemed unsure how to proceed.

Carreyrou finally got his hands on a copy of the CMS report.

For one thing, it proved that Holmes had lied at the Journal’s tech conference the previous fall: the proprietary devices Theranos used in the lab were indeed called “Edison,” and the report showed it had used them for only twelve of the 250 tests on its menu.  Every other test had been run on commercial analyzers.

More important, the inspection report showed, citing the lab’s own data, that the Edisons produced wildly erratic results.  During one month, they had failed quality-control checks nearly a third of the time.  One of the blood tests run on the Edisons, a test to measure a hormone that affects testosterone levels, had failed quality control an astounding 87 percent of the time.  Another test, to help detect prostrate cancer, had failed 22 percent of its quality-control checks.  In comparison runs using the same blood samples, the Edisons had produced results that differed from those of conventional machines by as much as 146 percent.  And just as Tyler Shultz had contended, the devices couldn’t reproduce their own results. An Edison test to measure vitamin B12 had a coefficient of variation that ranged from 34 to 48 percent, far exceeding the 2 or 3 percent common for the test at most labs.

As for the lab itself, it was a mess: the company had allowed unqualified personnel to handle patient samples, it had stored blood at the wrong temperatures, it had let reagents expire, and it had failed to inform patients of flawed test results, among many other lapses.

[…]

The coup de grace came a few days later when we obtained a new letter CMS had sent to Theranos.  It said the company had failed to correct forty-three of the forty-five deficiencies the inspectors had cited it for and threatened to ban Holmes from the blood-testing business for two years.

Carreyrou met up with Tyler Shultz.  Carreyrou points out that Tyler never buckled even though he was under enormous pressure.  Moreover, his parents spent over $400,000 on legal fees.  Were it not for Tyler’s courage, Carreyrou acknowledges that he might never have gotten his first Theranos article published.  In addition, Tyler continued to be estranged from his grandfather, who continued to believe Elizabeth and not Tyler.

Not long after this meeting between Tyler and Carreyrou, Theranos contacted Tyler’s lawyers and said they knew about the meeting.  Because neither Tyler nor Carreyrou had told anyone about the meeting, they realized they were under surveillance and being followed.  (Alan Beam and Erika Cheung were probably also under surveillance.)  At this juncture, Tyler wasn’t too worried, joking that next time he might take a selfie of himself and Carreyrou and sent it to Holmes “to save her the trouble of hiring PIs.”

Soon thereafter, there was more bad news for Theranos.  Carreyrou:

…we reported that Theranos had voided tens of thousands of blood-test results, including two years’ worth of Edison tests, in an effort to come back into compliance and avoid the CMS ban.  In other words, it had effectively admitted to the agency that not a single one of the blood tests run on its proprietary devices could be relied upon.  Once again, Holmes had hoped to keep the voided tests secret, but I found out about them from my new source, the one who had leaked to me CMS’s letter threatening to ban Holmes from the lab industry.  In Chicago, executives at Walgreens were astonished to learn of the scale of the test voidings.  The pharmacy chain had been trying to get answers from Theranos about the impact on its customers for months.  On June 12, 2016, it terminated the companies’partnership and shut down all the wellness centers located in its stores.

In another crippling blow, CMS followed through on its threat to ban Holmes and her company from the lab business in early July.  More ominously, Theranos was now the subject of a criminal investigation by the U.S. Attorney’s Office in San Francisco and of a parallel civil probe by the Securities and Exchange Commission. 

Many investors in Theranos were fed up:

Partner Fund, the San Francisco hedge fund that had invested close to $100 million in the company in early 2014, sued Holmes, Balwani, and the company in Delaware’s Court of Chancery, alleging that they had deceived it with “a series of lies, material misstatements, and omissions.” Another set of investors led by the retired banker Robert Coleman filed a separate lawsuit in federal court in San Francisco.  It also alleged securities fraud and sought class-action status.

Most of the other investors opted against litigation, settling instead for a grant of extra shares in exchange for a promise not to sue.  One notable exception was Rupert Murdoch.  The media mogul sold his stock back to Theranos for one dollar so he could claim a big tax write-off on his other earnings.  With a fortune estimated at $12 billion, Murdoch could afford to lose more than a $100 million on a bad investment.

[…]

Walgreens, which had sunk a total of $140 million into Theranos, filed its own lawsuit against the company, accusing it of failing to meet the “most basic quality standards and legal requirements” of the companies’ contract.  “The fundamental premise of the parties’contract—like any endeavor involving human health—was to help people, and not to harm them,” the drugstore chain wrote in its complaint.

Carreyrou concludes the chapter:

The number of test results Theranos voided or corrected in California and Arizona eventually reached nearly 1 million.  The harm done to patients from all those faulty tests is hard to determine.  Ten patients have filed lawsuits alleging consumer fraud and medical battery.  One of them alleges that Theranos’s blood tests failed to detect his heart disease, leading him to suffer a preventable heart attack.  The suits have been consolidated into a putative class action in federal court in Arizona.  Whether the plaintiffs are able to prove injury in court remains to be seen.

One thing is certain: the chances that people would have died from missed diagnoses or wrong medical treatments would have risen expontentially if the company had expanded its blood-testing services to Walgreen’s 8,134 other U.S. stores as it was on the cusp of doing when Pathology Blawg’s Adam Clapper reached out to me.

 

EPILOGUE

Theranos settled the Partners Fund case for $43 million, and it settled the Walgreens lawsuit for more than $25 million.  On March 14, 2018, the Securities and Exchange Commission charged Theranos, Holmes, and Balwani with conducting “an elaborate, years-long fraud.”

To resolve the agency’s civil charges, Holmes was forced to relinquish her voting control over the company, give back a big chunk of her stock, and pay a $500,000 penalty.  She also agreed to be barred from being an officer or director in a public company for ten years.  Unable to reach a settlement with Balwani, the SEC sued him in federal court in California. In the meantime, the criminal investigation continued to gather steam.  As of this writing, criminal indictments of both Holmes and Balwani on charges of lying to investors and federal officials seem a distinct possibility.

It’s one thing for a software or hardware company to overhype the arrival of its technology years before the product was ready.  The term “vaporware” describes this kind of software or hardware.  Microsoft, Apple,and Oracle were all accused of this at one point, observes Carreyrou.

But it’s crucial to bear in mind that Theranos wasn’t a tech company in the traditional sense.  It was first and foremost a health-care company.  Its product wasn’t software but a medical device that analyzed people’s blood.  As Holmes herself liked to point out in media interviews and public appearances at the height of her fame, doctors base 70 percent of their treatment decisions on lab results.  They rely on lab equipment to work as advertised.  Otherwise, patient health is jeopardized.

So how was Holmes able to rationalize gambling with people’s lives?

Carreyrou ends the book:

A sociopath is often described as someone with little or no conscience.  I’ll leave it to the psychologists to decide whether Holmes fits the clinical profile, but there’s no question that her moral compass was badly askew.  I’m fairly certain she didn’t initially set out to defraud investors and put patients in harm’s way when she dropped out of Stanford fifteen years ago.  By all accounts, she had a vision that she genuinely believed in and threw herself into realizing.  But in her all-consuming quest to be the second coming of Steve Jobs amid the gold rush of the “unicorn” boom, there came a point when she stopped listening to sound advice and began to cut corners.  Her ambition was voracious and it brooked no interference.  If there was collateral damage on her way to riches and fame, so be it.

 

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