Category Archives: Corporate Governance

The burden of Karma is heavy as Noble crosses the gates of death.

Noble Group has the symptoms of schizophrenia. Their delusion and demise were never “their” fault or caused by the actions of “their” traders.

Caught in-between and dancing on losses, the high rollers have painted it as because of : “liquidity constraint impacting trading and earnings generation”. For Noble Group “the problem” must be the exact solution, they have punted for working capital everywhere from the MD&A to the Press/Investor Communication and Strategic Review…

The financial statements* for the six months ending on 30 June 2017 eloquently sums up the financial substance of Noble Group:

  • Noble presents itself as a  $2B net equity company with an $1,45 MtM unaudited Gains on Derivatives company*
  • The trader has -$763 million negative OCF with a net debt increased by nearly $1B to $3.81B.

* unaudited.

The Energy Segment accounts for 90% of Noble Revenues in 1H-2017.

Noble Group Business

Noble Group Limited Revenues by Segment, 1H-2017

The Energy Segment traded at a loss of $226 million during 1H-2017 (excluding financing costs and salaries).

That’s more than -$1.25 million per business day… Monday to Friday but the business is run smoothly. Of course no.

But in the world of Noble shortlisters rush on a “bargain” 🙂

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“Sale of Global Oil Liquids Sales process commenced with shortlist of bidders–bids expected in Q3 2017”

-Strategic Review Update–26 July 2017

Noble nasty.png

 

Investor Presentation Q2-2017 P.6

Out of Control

The Non-Performance of Global Oil Liquids should not be that shocking knowing the “Book now, think later” at the company. It lacks the management to impart performance.

Noble had two or three large take-of-pay deals in the U.S but the wind has changed as it always does in the physical energy markets.

The burden of Karma is heavy as Noble crosses the gates of death:

The hostile work environment includes daily vulgar and disgusting comments from male employees about vaginas, sex, male genitalia, and verbally abusive language using the word ‘f—‘ explicitly. constant abuse.”*

During 2012-2016, at the office in Stamford, Plaintiff’s seat was next to the gasoline traders which includes video conference cameras connecting with London and Houston offices.

The commentary back and forth on the Stamford desk for everybody within earshot to hear, frequently became vulgar and disgusting. This created a hostile work environment.

*Ramos V Noble Americas Corporation.

It is the last tango act of an unprincipled trader-assaillant.

Noble did the financial engineering for years and years and then the showgame broke. The typical assumption of a 40% recovery rate may indeed be too optimistic.

PwC has signed Noble’s Financial Statements but performance has inevitably caught up the accounting gimmicks.

Noble Group has generated negative cash-flows from the operations to the tune of

-$1600M in 2014
-$600M in 2015
-$900M in 2016,
-330M for Q-1 2017

and -433M for Q2-2017

A Toxic Legacy

Net fair value gains now stands at $1.455 billion as of end-Jun 17. 

fairtoarrive net equity of $2B* is still rather delusional for a company not producing any plus-value -Noble is losing operating cashflows at a rate between -3.5 and -$6.5M per business day in the recent quarters.

*unaudited financial statements.

Noble’s position is irreparably compromised. 

Noble group has no intrinsic value (by Discounted Cash-Flows).

The firm offers no viable future for patient capital.

Their leverage futures-physical trading model has too much impediments to break-even.


The Noble Files 贵族档案

 

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The War on Women

You would think that the most educated people are the most “Noble”.

These 56 pages are a Gold mine of abuse.

Wendy Ramos is head of chartering in the well-known Stamford trading outfit.

She is referred as the oldest employee. The lawsuit states that Ramos was treated differently than at least five male counterparts in terms of pay, bonus and renumeration.

The hostile work environment includes daily vulgar and disgusting comments from male employees about vaginas, sex, male genitalia, and verbally abusive language using the word ‘f—‘ explicitly. constant abuse.”

A Day on the trade floor.

During 2012-2016, at the office in Stamford, Plaintiff’s seat was next to the gasoline traders which includes video conference cameras connecting with London and Houston offices.

The commentary back and forth on the Stamford desk for everybody within
earshot to hear, frequently became vulgar and disgusting. This created a hostile work environment.

It was a constant back and forth across the Stamford desk of sexual innuendo and inappropriate commentary.

For example, on October 1, 2015, there was a discussion around the smell of fish and a women’s body that was extensive.

This happened on the trading floor in an open space. Sushant [Sushant Koduru] left sushi on EL’s (a female employee) desk. EL said to Sushant and the other men that she didn’t want the sushi.

In response, Sudeep  says to Dmitri [head gasoline trader], “EL is offering out her sushi to everyone,” with intonation of a sexual nature regarding her vagina.

EL encourages the behavior an repliesand laughs, “Who wants my fish? Everyone wants my fish!”

The men around me were giggling among themselves.

Then EL comments, “It’s very fresh!” To which Sushant smiled and replied, “I’m sure! Koto Approved.” 🙂

HR Policy “D cups”

On or about, 2015, Plaintiff was told that Jeff Frase (CEO) and

Mike Kerrigan-Human Resources had a meeting whereby they were discussing restructuring (firing) staff.

Plaintiff was told that Jeff said that they had to keep Blair Shrewsbury, a young intern, because she was the only “D” cups on the floor, whereby Jeff and many others laughed about it, including the HR executive.

blanc

Incompetence & Arrogance

The Lawsuit alleged that James McNichol  and his team lost Noble well over 85 million dollars in the year he left Noble’s employment.

James McNichol came to Noble from Trafigura where he had been accused of being the trader behind a deal that unlawfully disposed of oil waste slops in Nigeria that ultimately caused serious illness of multiple people who came in contact with the disposed slops.

Plaintiff’s first experience with James was during a “Team Building” meeting held in

Barcelona Spain during October 9 11, 2009. Plaintiff was asked to attend and give apresentation relating to the Chartering desk. It was clear from the start of meeting that James had his own agenda for the Oil Group.

blanc

Managing the company money.

The entire trading team at the time was in Barcelona where on the first night Plaintiff went to dinner with the group and then to an early night in.

The next day during the Team Building presentations several men were missing. As they showed up in the afternoon hours of the day, the rumor was that the men were not present because they were hung over. As the day progressed, it was said through conversations that these men were out all night at a strip club. After the event, James submitted the “expense” to Ted for reimbursement.

If you run into trouble, just tell a lie to the customer.

blanc

On or about, 2009, on information and belief, James McNichol told the London operations manager, Zelda Harina, that she needed to convince the inspectors to lie about quality outcomes on cargoes.

James wanted her to do this to make more money. She refused to urge the inspectors to lie and she ultimately quit because she would not do what he asked.

During this time at Noble, on information and belief, James proceeded to make questionable trading decisions that were losing the Oil desk millions of dollars.

blanc

 Book now… think later

For example, he took on overpriced storage, taking on multiple time charterer ships for Gas and Diesel without consent from Ted.

The spreadsheet below that shows that Noble at that time had taken approximately 670,000 MT for floating storage versus Vitol (the largest trader in theworld) was 2nd with 300,000 MT than the total trading market.

mogas on water

blanc

Plaintiff sent this spreadsheet to Ted and asked him to do something about James’ injurious actions.

Not only was he hostile to her, now his behaviors were damaging to the company’s bottom line.

However, nothing was done.

blanc

At the end, the unsold cargoes, and empty storage finally caught up to the oil traders, and ultimately James and his team lost Noble well over 85 million dollars in the year he left Noble’s employment.

Can you understand why Noble Group is in a liquidating death spiral ?

Can you understand better Noble Group will soon cease to exist, evidently somebody messed-up big time.

The Noble Files 高贵组文件 研究

This time Noble (來寶集團) will work for itself, not for the banks…

Last year we predicate that refinancing Noble (來寶集團) would be a lose-lose deal in which everyone would end up looking bad.

 

“At some points the Banks must get out, must unload the RCF risk with the red pill and it means that Noble will work for the Banks”.

“This is the equity offering of a company with very questionable or no prospects, transferring risks to retail investors”.

In short, this is a lose-lose deal in which everyone ends up looking bad”.

Refinancing Noble: a Lose-Lose Deal

March 16, 2016 

–  the Noble Files 高贵组文件 研究

The only thing we got wrong in 2016 is that some Banks would still accept to refinance the liabilities of Noble (來寶集團) on the back of an equity raising.

The investors have eaten the red poison pill and we simply overestimated their level of sophistication.

Can anybody look back and say it was good to let Noble raise more than 1.2B in equity offering and bonds ?

  • The 750M bond raised is traded at 40c on the dollar.
  • Equity investors who also subscribed to the 500M share rights issue at 0.20/share are now at 0.03…


Success can’t be imposed on this circus.

As of Q1-2017, Noble Group (來寶集團) had $3,4B of marked-to-market fair-value gains on derivatives and commodity contracts.

What does the $3.4B MtM figure represents ?-this MtM is not contracts that can be liquidated to cash.

Given that the Operating loss is created by a mismatch between the level of profits booked on these derivatives and commodity contracts and their underlying expected cash-flows, the real nature of this MtM can be viewed as an expensive liability that Noble (來寶集團) has to roll-out.

Noble (來寶集團) has even pushed back against guidelines in Singapore for disclosing information on its executives’ remuneration.

Perhaps Noble (來寶集團) needs to raise another 2B to pay coming debt retirement (reassure the lenders that they refinance the fair to arrive net equity on a future solvency basis) – as the book doesn’t generate positive cash-flow since 44 months.

It is no longer a working capital shortfall that we observe but the liquidation of a trader  (virtually silent in the physical market)…

Lenders will choose to roll up credit. IF not, they precipitate a restucturing which is told to be not in the interest of the 2020 and 2018 bond holders (FT).

 noble group fate.png

It should be pretty clear.

This time Noble (來寶集團) will work for itself, not for the banks.

On the road show, Noble has asked the permission to decrease its net equity.

It wants to set its own “term sheet” and its covenants to be relaxed, exactly the opposite wanted by the other side.

4 Banks are long with a $1.5B exposure left with this intermediate situation :

 

 

the Noble Files 高贵组文件 研究

Banks Chasing the”tails” in Hong Kong -The Noble Group (來寶集團)

Noble Group (來寶集團) has no or few audited flow supporting their 48B$ sales of commodities.

According to the industry, their turnover, by any account, would appear as vastly overstated.

At an average of 10 days shipment and with cost of the goods sold of $48.58B FY16, the average inventory in transit recorded by Noble would have to be at least $1.256B. The the audited number was only $2.6M FY16.

FY2016 The average transit time of Noble was now 0,019 days, either implying that Noble has used scuds to ship the company  or that the corporation had a COGS inflated by 10 to 15 times in 2016.

Noble Group inventory in-transit

Noble Group Ltd. Financial Statements 31 December 2016

As of May 2017 the company had YTD losses (330) Millions in operating cash-flows but self-assessed itself with a net equity of $3.849B while of this net equity is tied to the fair value gains of its derivative and long-term commodity contracts.

Iceberg Research, the research firm has challenged Noble Group (來寶集團) over mark-to-market accounting of these contracts.

Bankers know that the last 24 months have been punctuated by a series of catastrophes, credit downgrades and bizarre resignations at Noble.

CEO ex-GS Alireza, Mr. Elman and Noble Group’s chief financial officer Robert van der Zalmin in particular who has stepped down from his position after taking a leave of absence for “health reasons”.

Traders (smart money) have also left at the right time. (Fabrizio,Steve Bader, Paolo B, Ted, Doug M..)

As of Q1-2017, Noble Group (來寶集團) had $3,4B of marked-to-market fair-value gains on derivatives and commodity contracts.

What does the $3.4B MtM figure represents ?-this MtM is not contracts that can be liquidated to cash.

noble group enron

Mark-to-market (M-t-M)

To mark-to-market is to calculate the value of a financial instrument (or portfolio of such instruments) at current market rates or prices of the underlying.

http://www.risk.net/definition/mark-market

Example for illustrative purpose:

On 1 Jan 2017: Noble buys 2,000,000 MT for June 2019 delivery at $59/mt. It turns immediatly in the derivatives market and sells the equivalent of 2,000,000 MT of paper contracts. This is the Coal API2 Argus futures contracts.

This is the Coal API2 Argus Futures Contracts.

COAL API2.png

Timeline

1 Jan 2017: Noble has a +MtM of 0 (Contract price is $59 and the Argus Futures is at $59)

1 Feb 2017: The Argus Coal API2 futures is at $64,25. The +MtM on the coal contract is +$10,5M

20 March 2017: The Argus API2 Futures dropped to $59,25/MT The +MtM on the coal contract is +$500K

1 May 2017: The Argus API2 settled at 62,55 and the +MtM on the coal contract is now +$7,1M

Noble Group MtM on Coal contract:

mtm coal noble group.png

The 2,000,000 MT of Coal produces a MtM gains between $500K and $11.5 millions.

seanergy-maritime-capesize

Capezize Ship

In order to produce $3.4B of MtM gains one would have to buy not 2,000,000 MT of coal , as in this example, but nearly 958 million metric tons – the equivalent of 6937 Capezize cargoes Richards Bay-Qingdao, China or 5 voyages per week for the next 13 years… plus an equivalent position in the derivatives.

This represents a considerable tonnage even for the largest firms of the industry (Cargill, Rio Tinto, BHP, Vale, Anglo American) put all together.

According to BP statistical review of word energy 2016, the world coal production was 786.1 million tonnes (2015)…

An inevitable conclusion is that Noble uses a mountain of derivatives to maintain its MtM coal pile or … something else

Back-of-the-envelope calculations suggest that the $3.4B MtM mark used by Noble Group(來寶集團)  translates to coal hedges at 479 USD/MT– The Argus APi2 CIF Rotterdam futures in the $60s/mt.

So…. Accounting fraud …. ?

Won’t  be the first time…

These days Noble is looking to refinance a $3.849B net equity. which has more the financial substance of a “Fair-value to-arrive equity” (sic)

This happens at a moment when Noble has just screwed up both its recent fixed income investors and shareholders.

The thing that frightens banks the most is not having a good risk management process in place because it opens the possibility of financial losses and frauds. A trader with no risk management is like playing roulette; double or quits.

Fraud is the worst nightmare for any bank specialized in commodity lending, but some will always chasing the“tails” in Hong Kong no matter what.

the Noble Files 高贵组文件 研究