CHAPTER SIXTEEN: Candice
I hate to admit it, but knowing that Tanner was now thousands of miles away brought a sense of clarity to my brain, which had taken a back seat to the rest of my organs as of late.
It’s hard to focus on mountains of financial data when you’re picturing a guy munching on your rug, if you know what I mean.
I spent the weekend reviewing my findings from the Tucson trip and compiling the data into a report that I’d present to Stan on Monday. Anderson’s fiber optic expansion plan was sound, albeit it a bit ambitious in the current market. It wasn’t something that would affect the deal, just something Wright Enterprises should keep in mind going forward.
As I scanned over the costs associated with the expansion once more (I am a notorious triple-checker), my mind kept going back to the red flags I’d spotted on the older profit & loss reports the first time I’d reviewed them.
Part of the reason Anderson Telecommunications didn’t meet market estimates for revenue during those years was attributed to the cost of replacing older networks in the more rural areas the company served.
If the numbers I saw were indeed correct, and Anderson lost money during those periods, the balance sheet that they were presenting today would be inaccurate.
In fact, it could have been off by as much as a hundred million dollars. And if that was truly the case, the stock that Tanner would pay $31 per share for was worth more like $10 a share. If the SEC, the government, or a vested third party ever audited the older books, the discrepancies would come to light and Wright Enterprises’ stock could drop like a hot rock.
I pulled up the old P&Ls again, the ones that Henry Costas said were incorrect. I chewed on my thumbnail and went through the numbers again and got the same result.
The difference between what Anderson’s current balance sheet showed, and what the historical P&L’s showed, was too wide a gap to be missed by Tanner’s in-house people. Surely, they went back to investigate it.
Maybe that’s when the P&L’s were updated and I just didn’t get a new copy.
Either the numbers were wrong to begin with and were corrected after the mistake was found; or the numbers were correct in the first place and adjusted to show otherwise.
One, was incompetency.
Two, was highly illegal.
I stared at the screen for a moment, then a thought hit me. I picked up my phone and found the contact information for Ruth Bennett, my personal financial advisor. I didn’t have much money for Ruth to manage yet, but she knew I would someday, with any luck. It was the Sunday afternoon, so I called Ruth’s home number.
“Well hi, Candice,” Ruth said happily. When you manage other people’s money, you’re always happy for some reason. Even when they call you on a Sunday. “What can I do for you?”
“Hey Ruth, I just had a quick question about the stock of a company I’m consulting with. I apologize for calling you on the weekend, but I just needed to pick your brain if you have a moment.”
“Sure,” Ruth said. “What’s the company?”
“There are actually two companies,” I said. “Wright Enterprises and Anderson Telecommunications.”
Ruth put me on speakerphone. I could hear her typing. “Okay, Wright stock closed at $97 per share on Friday. The stock is trending up on the news that Wright is acquiring, ah, Anderson Telecommunications.”
“And what about Anderson’s stock?” I asked. “I assume its ticking up in anticipation of the takeover.”
She tapped on the computer keys. “It was up 2% of Friday at $29 per share. It looks like Wright is offering $31 a share, so the Anderson stock holders must be thrilled.”
“I’m sure they are,” I said, resting my chin on my hand as I stared at the numbers on my screen. “Ruth, what would happen if Wright acquired Anderson, then some issue came to light that showed Anderson’s stock was not worth what Tanner, I mean, Wright, paid for it?”
Ruth took me off speaker phone. Her voice was clear when she asked, “Why would you ask that question, Candice? Is Goldman consulting with Wright on the acquisition?”
“I really can’t say anything more,” I said. “Just tell me, what would be the repercussions if something like that happened?”
She sighed in my ear. “Well, if it comes to light that Wright overpaid for Anderson, both company stocks will plummet. The SEC and the state attorney general would launch an investigation and if anyone is found guilty of cooking the books or doing anything to falsely inflate the stock price, well, people could go to jail. At the very least, the fines could run into the hundreds of millions of dollars.”
I felt the breath catch in my throat.
“Candice? Are you there?”
“Yes, sorry. Um, one last question. And this is completely hypothetical. Why would someone do that? Cook the books to inflate a stock price before an acquisition?”
“There are a variety of reasons why someone might do that,” she said with an edge to her voice. “All highly illegal.”
“Like?”
“Like trying to make the deal look better than it really is. Or trying to make the company appear more sound than it really is. The best reason I can think of is if they were propping the company up so they could later knock it down. They would short both company stocks and when the stocks collapsed, they would make a fortune in the bargain.”
I chewed at my bottom lip. “Forgive my ignorance, Ruth, but can you explain to me what you mean by ‘short both company stocks’?”
“Basically, shorting a stock means that you are betting against the stock price going higher. You’re betting that it’s going to go lower in the future. You buy options called ‘puts’ that give you the right to purchase shares of stock at one price and sell it when the stock reaches a strike point. If you are shorting a stock, you option the stock when it’s at the higher price, and when the stock drops, you sell back the option and your profit is the difference.”
“So, if someone shorted Wright’s stock at $97 per share, with a strike price of say $57…”
“They would see a profit of $40 per share.” Ruth was quiet for a moment. “Candice, is there something going on that you’re not telling me?”
“No, Ruth, of course not,” I said, hoping I sounded convincing. “I’m just on the team doing due diligence for the acquisition and I have to look at every angle. That’s all. Just running hypotheticals through my head.”
“Well, that’s good to hear, dear,” she said with a sigh. I could tell by her tone that she was concerned that I was into something I shouldn’t be. She drove the point home by adding, “Because anyone involved in that kind of collusion and stock manipulation could go to jail.”
“Thanks, Ruth,” I said. “That’s good to know.”