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[CBQ] Re: [MILW] Re: The Board of Directors

To: cbq@yahoogroups.com
Subject: [CBQ] Re: [MILW] Re: The Board of Directors
From: fotog <nrmmtclf@gmail.com>
Date: Wed, 17 Mar 2010 11:39:21 -0600
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Michael Sol wrote:
>  
> 
> --- In MILW@yahoogroups.com <mailto:MILW%40yahoogroups.com>, "ComSoPac" 
> <usspc5551@...> wrote:
>  >
>  > "Brown Brothers & Co. have issued a special pamphlet on the Northern 
> Pacific-Great Northern Railways,
> ....
>  > "The pamphlet report of the Northern Pacific Railway Company for 
> 1921, issued yesterday, shows net corporate income of $22, 005,300, an 
> increase of $2,971,over the previous year. Total gross business was 
> $94,538,059, compared with $113,084,407 for 1920, but the management 
> scaled down expenses from $100,983,874 in 1920 to $77,630,867 for 1921, 
> a saving of $22,853,006. Non-operating income was $26,552,582 for 1921, 
> compared with $7,265,213 for 1920, the big increase being accounted for 
> the jump of $17,505,094 in dividend income received largly from the 
> Northern Pacific's holdings in the Chicago, Burlington & Quincy." (New 
> York Times May 25, 1922)
>  >
>  > "The report of the Chicago, Burlington & Quincy Railroad for the year 
> ended Dec. 31.1921, shows gross revenue of $168,712,268, compared with 
> $155,483,805 in the previous year. Net income available for the common 
> stock and other items, was $25,609,973, compared with $22,924,363 in 
> 1920. Dividend payments last year, as a result of the extra payment in 
> December, totaled $19,300,382, against $8,867,128 in 1920. Most of this 
> was distributed to the Northern Pacific and Great Northern Railway, 
> which own almost all of the capital stock of the Burlington." (New York 
> Times June 6,1922)
>  >
>  > "The Great Northern Railway Company for the year ended Dec. 31.1921, 
> reports gross operating income of $101,317,203, compared with 
> $124,916,776 in 1920.
> --------------------------------------
> What this underscores to some extent is a long-time corporate practice 
> utilizing subsidiaries to inflate "apparent" income. Or, by the same 
> token, to understate income for tax purposes. Milwaukee Road used the 
> Milwaukee Land Company in both directions, but it might be easier to 
> explain in the context of the Northern Lines.
> 
> The Year 1921 underscores this in particular with regard to the Northern 
> Lines in conjunction with the glowing language of the "special 
> pamphlet." And trying to simplify the explanation, this is simply a 
> hypothetical using real names. If, between the NP and the Q, for 
> instance, they wanted to maximize overall income, this offers a strategy.
> 
> So, for instance, if the NP were going to earn $10 million in net 
> income, and the Q was going to earn zero, this would upset the applecart 
> in terms of bond ratings, stock prices, etc.
> 
> So, by traffic diversion (in this case, one that was mandated by the 
> Billings Traffic Agreement), NP diverts $10 million to the Q's treasury. 
> GN does the same thing. The Q now earns a profit of $20 million. It 
> issues a dividend to the NP of $10 million, and $10 million to the GN.
> 
> Now NP and GN can report incomes of $10 million (net corporate), while Q 
> looks very prosperous reporting $20 million (NROI). Each looks like 
> they're doing just fine, but in fact, they have simply each booked for 
> publication purposes the same $20 million of profit split between the 
> owner roads, adding up to the $20 million in profit apparently "also" 
> earned by the owned road.
> 
> But, there was not, ever, $40 million in total profit made between the 
> three companies. Half of the apparent total profit is simply phantom, 
> and this is the danger of evaluating companies locked into these kinds 
> of relationships. They can always be made to look better than they are, 
> by a substantial margin.
> 
> The danger is because the apparent substance of $40 million in profit is 
> supporting the capitalization of all three companies and that is twice 
> the actual support for that capitalization. It is or can be hugely 
> misleading. Indeed, it could cover substantial losses at the owned 
> company, and still make all three look quite profitable because the 
> owned company essentially is used to leverage the apparent 
> profitability. Because of that leveraging, as a corporate strategy, it 
> would be hard to resist and the companies could always be made to appear 
> overall twice as profitable in such an arrangement as they actually are.
> 
> And that would not necessarily mean they are all or any of them doing 
> horrible, it just means that they can look really good on paper, much 
> better than competing roads, and not really be much different in terms 
> of economic reality.
> 
> And while this represents a hypothetical with regard to the Hill Lines 
> in general, the cautionary tale is that this "can" be done, and the 
> "special pamphlet" shows quite clearly that this was exactly how this 
> was being represented in 1921.
> 
> best regards, Michael Sol
> 
> 


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