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Ackman & Target: Dueling Shareholder Meetings

Now, If you are a shareholder, where are you going to go. Think about it. Target (TGT) management has already said they do not feel any changes are necessary and they “just need to manage through the downturn”. OR, will you go see what the guy who has successfully implemented changes at McDonalds (MCD), Wendy’s (WEN), Longs Drug (LDG)etc.. and, oh yeah, also happens to be the largest shareholder of Target?

It is a no-brainer….

Ackman really is stoking Target shareholders emotions in this letter by making the direct and unavoidable comparisons to Wal-Mart (WMT) in what has to be a painful step by step process for shareholders. He details the divergence of the two companies over the past year. It really is stunning..

He also says, “Despite the fact that Target’s two principal business lines are retail and credit cards, Target currently has no independent directors with senior, executive-level experience in these two businesses,”.
The letter

Ackman’s Letter to Target Shareholders Ackman’s Letter to Target Shareholders todd sullivan A classic

Publish at Scribd or explore others: Finance Business & Law target pershing squa

Target responded to the letter saying:

The company said, “We believe that the current Target Board has the strength, diversity, experience and qualifications to provide effective and independent oversight and direction to the company. Target’s Board consists of highly qualified directors, all but one of whom are independent. Each member of Target’s Board is committed to delivering superior results and serving the best interests of all Target shareholders.”

Yeah, ok, thanks for that. Where is Ackman speaking again?

I have said from day on this issue that the folks at Target are not doing themselves any favors by keeping Ackman on the outside and summarily rejecting all of his proposals. Some folks just gotta learn the hard way I guess.


Disclosure (“none” means no position):Long MCD, WMT, None

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Art Imitates Life…..

From SNL…


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Bruce Berkowitz in OID

This is pretty wide ranging and in depth interview.

You may view it here (pdf)


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Does a New ETF Mean Housing Has Almost Bottomed?

Now, every reader here knows I am bearish on housing for 2009/2010. But, a new ETF out there has my contrarian indicator on high alert.

From the WSJ:

MacroShares’ Major Metro Housing product, brainchild of economist Robert Shiller, will offer investors a way of betting on rising house prices by buying “Up” shares, or expressing pessimism via “Down” shares. Unusually, these won’t be backed with the underlying physical housing assets.

Instead, MacroShares will be tied to the Standard & Poor’s/Case-Shiller Composite 10 Home Price index. When the Up and Down shares float, proceeds will be invested in U.S. government bills to ensure liquidity. If the index moves up, the trust behind the Down shares will shift a corresponding portion of its assets to the Up shares trust, raising the net asset value underlying the Up shares. The prices should follow.

This seesaw structure dictates there always being an equal number of Up and Down shares. So if, for example, there is high demand for new issues of Down stock, not an unlikely scenario in today’s climate, an equal amount of Up stock will have to be created and sold into the market. In this scenario, Down shares ought to trade at a premium to NAV because of high demand, while Up shares would tempt buyers with a discount.

First, readers also know how we at ValuePlays feel about Case-Shiller and its flawed methodology.

The ETF also seems at first blush to be a way to increase the relevance of the index the ETF’s creators have it tied to (they are the same people)

BUT, now that the average Joe has an easy way to bet against housing, are we looking at the “last fools in” on the downside? Please note, under no circumstances do I think there is any “rally” happening in housing. In all actuality just price stagnation would be stunningly good news. Past real estate busts have taken the better part of a decade to come out of and this was worse than any of them, there is no price rally in store.

Could the “RE ETF” to the downside be the “Lair Loans” from the bubble? Time will tell.

Now, when you couple that with this little piece of news also from the WSJ:

Jumbo mortgages became more expensive and harder to come by as the nation’s credit crisis deepened. That might be starting to change.

“Jumbo” refers to mortgages that are too large to be bought by Freddie Mac or Fannie Mae. The “conforming loan limit” for those government-backed entities is $417,000 in many parts of the country, but goes up to $729,750 in high-cost areas of the continental United States.

Bank of America recently began trumpeting its jumbo program, offering 30-year fixed-rate jumbo mortgages with rates in the high-5% range. “We decided it was time to really go after that market,” says Vijay Lala, a product management executive for the bank.

Also:

The rates on 30-year fixed-rate jumbo mortgages averaged 6.5% for the week ended March 27 — the lowest since May 2007, according to HSH Associates, a publisher of consumer loan information. On Oct. 31, a recent high point, the average rate on a 30-year fixed-rate jumbo mortgage was 7.9%, according to HSH data.

GMAC also has been pricing its jumbos aggressively, says Paola A. Kielblock, national product specialist for Fairway Independent Mortgage, a mortgage broker and banker based in Madison, Wis.

She recently has seen rates in the high-5% to the low-6% range for 30-year fixed-rate jumbo mortgages, and the low-5% range for five-year adjustable-rate jumbos.

Bill Higgins, chief lending officer for ING Direct, says his firm has been offering jumbos in the 5% range for several months — even back when average rates were higher

I have claimed here for what seems an eternity that helping over-levered people 6 months behind on their mortgage was a waste of taxpayer money. Why? There is no economic impact to saving the home. John and Mary’s loan has reset and they are hopelessly underwater and cannot afford the loan. Forcing the bank to refi it only enables them to barely afford the loan. That is it. There is no discretionary income freed for other economic uses. Results from FDIC programs that show near 60% of these folks re-defaulting 6 months later would prove that point.

The argument is that saving the foreclosed homes saves property values. Bull, once the first home on the block (or near area) goes into foreclosure, homes 2 and up have no effect on pricing until #1 sells as that is now the low price. Since we know we cannot save every home because some people cannot afford their homes under any circumstances, saving the others in the area is wasting money and resources.

Fording them to foreclose and rent would actually free up more money for them to recycle back into the economy.

Jumbo loans. Today these are folks with high credit scores (>720), at least 20% equity in the home and higher incomes. Lowering their payment adds to their discretionary income that then gets recycled. I have argued that refinancing current loans at 4% to credit worthy borrowers would have more beneficial impact for the overall economy than just allowing someone to squat in a home.

Will this “save housing”? No. We could not build another house for a year and still have new home inventory unsold next April. Until that is fixed, prices cannot climb. It will though help the overall economy.

So, what does it all mean? The ETF? A piece of garbage. It will take at least a decade to recoup housing values in the hardest hit areas. Housing has collapsed and the easy money has been made for those who think further falls are in store. Not that is matters as the ETF isn’t even backed by actual home prices (unlike commodity ETF’s) but by the “feelings” of investors. Housing could rally or fall 20% but if investors do not rush to buy or sell shares in the ETF, the value of the investment remains flat. Contrarily, prices could remain flat but a rush of sellers could cause a long position to crater totally unrelated to housing prices. Nice…

Also, the folks at Macroshares have lousy timing with this type of investment:

When MacroShares first tried the structure tracking oil prices, the results were mixed. In its first outing, in 2007, the sudden rise in oil prices from $60 a barrel to triple digits caused it to automatically liquidate in the summer of 2008. In a seesaw structure, if prices move 100% either way, the net asset value of either the Up or Down shares must go to zero. This is by design, but some investors may be put off by the idea that returns are capped.

Final thoughts:

  •  Ignore the ETF
  •  Housing will not rally
  •  Giving current mortgage holders more discretionary income by lowering rates helps the economy
  •  Stable housing would be very good news…

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Monday’s Links

Climate change, Geithner, $200 oil,Oil & Recession, David Frye

– The other side

– “Close but no cigar” does not cut it

– The longer we ignore it, the more likely it will happen

– Did the spike cause it?

RIP

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Weekend Viewing

This follows my post on AIG.



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Weekend Reading: Dueling Budgets

This week I posted on the CBO’s review of the President’s proposed budget. Below is the GOP version.

This is a budget that will stimulate growth. Lower the corporate tax rate to entice business that has left back to the US, suspend capital gains taxes to spur investment, stop the automatic tax increase scheduled to take effect in 2010 and reduced government spending vs Obama budget.

But, don’t believe me, read for yourself.

Here is the two page summary:
GOP Budget Summary

Publish at Scribd or explore others: Business & Legal budget summary gop p

Here is the full document:
Proposed GOP Budget Proposed GOP Budget todd sullivan This is much better

Publish at Scribd or explore others: Government Business & Legal paul ryan gop budget


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Sears Holdings Trade Detail in Sears Canada Purchases

What is interesting is how constantly Sears Holdings (SHLD) and Lampert have been buying shares in Sears Canada (SCC.T). A bit here a bit there and then the occasional large chunk.

Hit “+” to enlarge text..
Sears Holdings Purchase of Sears Canada Trade Detail Sears Holdings Purchase of Sears Canada Trade Detail todd sullivan Sears Holdings purchases of Sears Canada stock.

Publish at Scribd or explore others: Business & Law sears holdings sears


Disclosure (“none” means no position):Long SHLD, none

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Ben Bernanke’s Wants to Be On Your Favorite’s List

Fed Chief Ben Bernanke cracked a joke today at the Federal Reserve Bank of Richmond 2009 Credit Markets Symposium, Charlotte, North Carolina…

An excellent source of information on our balance sheet, by the way, is a new section of the Board’s website, entitled Credit and Liquidity Programs and the Balance Sheet.2 This section brings together much diverse information about the Fed’s balance sheet, including some only recently made available, as well as detailed explanations and analyses. Serious Fed watchers should add this link to their online favorites list.

Granted a stand up act is not in his future but we all could use a little levity.

Anyone know how we can “friend” Ben on Facebook?

Full Speach


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Latest Appearence on Wall St. Media (video fixed)

Thanks to Doug and the folks at Wall St. Media for chatting with me on Thursday morning.

Topics covered:

– The Economy
– FASB mark-to-market changes
General Growth Properties (GGP)
– RHI Enterntainment (RHIE), (as of this writing up 59% since video aired). Post on it here


Disclosure (“none” means no position):Long GGP, RHIE

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Ackman, Zell Comment on General Growth Properties

More commentary on the proposition of Generak Growth (GGP) shareholder being kept whole in bankruptcy. 

From Reuters

Ackman Commented:

“Bankruptcy is not just designed for companies that are insolvent,” Ackman told a packed room of real estate investors, owners, analysts and bankers attending the New York University Schack Institute of Real Estate 14th Annual REIT Symposium.

“Bankruptcy is also designed for companies that are solvent, but have liquidity problems that are due to events outside of their control,”…

“It’s one of the most interesting investment opportunities I’ve seen in my career,” he said.

“I’ve learned that, when a solvent company files for bankruptcy and you have a lead equity holder, you can marshal it thorough the bankruptcy process,” Ackman said.

“If you’ve got a situation where you have a small equity cap and you can sell 90 percent of your stock and de-equitize yourself or you can file and retain equity value for shareholders, you should look at that very, very seriously.”

He compared its plight to that of Alexander’s Inc, the failed department store. Real estate titan Steve Roth, chairman of Vornado Realty Trust (VNO), bought the shares and put the company into bankruptcy in 1992. The stock eventually  surpassed $450 a share

Read more on Ackman and Alexander’s (ALX) here:

Real Estate mogul Sam Zell, who sold Equity Office, the giant U.S. office owner, at what is now seen as the top of the market, said General Growth would likely file for bankruptcy protection.

“I do not believe GGP will be liquidated,” Zell said, speaking at the same conference. “I expect the company to file bankruptcy. It will do a prepackaged. It will be reorganized and it will be taken public.”

Here is more information on legal precedent for debt restructuring and equity being kept whole in bankruptcy

Now, a boilerplate warning for GGP. I know people have been following into this investment. If you do, you must be prepared to lose all of it. There is no guarantee of the above outcome. Buying this stock now is essentially buying a call option on the company’s survival. It is hits, you win big, very big. If not, what you invested is worth nothing. I believe the above scenario plays out, I am also not going to be broke should it not.


Disclosure (“none” means no position):Long GGP

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Updated Tweedy Browne Ben Graham Analysis

This is brain candy for the value folks….

What Has Worked in Investing What Has Worked in Investing todd sullivan Great research

Publish at Scribd or explore others: Research tweedy browne ben gr


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Borders and It’s Inventory

Been reading a lot of comments on Borders (BGP) recent quarter. The general theme is that Borders is cutting inventory too much, can’t cut it anymore, and in doing either is risking not carrying titles people want.

Some clarifaction is necessary.

Notes from the recent earnings call Q&A:

Ron Marshall

What’s important is while I don’t think that we’re going to have another grand announcement on cost reductions this year. I think what you will see and what we’ll be able to talk about as the quarters click off is a continual improvement in some of our core processes. One of the things we’ve talked a lot about is reducing cycle times inside our organization.

A really good example is we used to order from most of our large vendors once every 12 weeks, essentially once a quarter. We’ve already compressed that cycle time from 12 weeks to four weeks. Four weeks isn’t the right number, its either two weeks or one week but four weeks is a lot easier and a lot better to deal with then 12.

As we do that the ability to take additional inventory add as we compress safety stock and obviously it’s easier to forecast four weeks out then 12 weeks out. You’ll see some inventory improvements but you’ll also see some operating cost improvements as we’re only handling the product once rather than two or three times.

David Weiner – Deutsche Bank

Obviously you’ve been cutting inventories pretty substantially. Can you talk about what impact that has on your credit line availability, I think your total line is over a billion dollars but as you cut inventories how does this impact the amount that maybe you can actually borrow?

Mark Bierley

I think the key thing here is we look at the productivity of the inventory. If we’re taking inventory out we’re taking out inventory that quite frankly we own. So it allows us to recapture cash flow and improve our overall liquidity position. What we’re doing with inventory and Ron described it as getting smarter in terms of the replenishment, how frequently we order, how we order our front list.

We’ve sped up our return channel back through the returns process from our stores this year. Quite frankly just getting to a point where you’re improving the overall optimization of that inventory and quite frankly good things come from that in the cash flow and the liquidity standpoint.

The reduction in inventory expense is not just a function of “not carrying books” but one of a more just in time inventory system. It is also clear from the comments that Borders intends to further reduce this time between orders another 50% to 75%.

The inevitable error that occurs when ordering once a quarter is that excess must be requested to avoid shortfalls. There is almost no way to avoid it. By increasing the frequency the cash flow consequences are hugely positive and the inventory levels that must be carried at any given point are dramatically reduced.


Disclosure (“none” means no position):Long BGP

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The Case For RHI Entertainment

A follow up to yesterday’s post….

First, let’s get into more detail on what they really do and to find it we’ll comb the 10-K filing with the sec.

Overview

We develop, produce and distribute new made-for-television movies, mini-series and other television programming worldwide. We are the leading provider of new long-form television content, including domestic made-for-television, or MFT, movies and mini-series. We also selectively produce new episodic series programming for television. In addition to our development, production and distribution of new content, we own an extensive library of existing long-form television content, which we license primarily to broadcast and cable networks worldwide.

Our business is comprised of the licensing of new film production and the licensing of existing content from our film library in territories around the world. Licensing rights in our film library generate contractual accounts receivable. The contractual accounts receivable reflect license agreements we have entered into with third parties for rights to our film content in future periods. The ability to license our library content in this manner provides us with visibility into long-term library cash flow

Made-for-television movies

Our MFT movie franchise focuses on the production of films with dramatic, suspenseful, or more recently, action/thriller storylines which are generally two broadcast hours in length. With production costs of $1.0 to $2.0 million per broadcast hour, our MFT movies limit our financial risk with their short production cycles and pre-sales which typically recoup the majority of our cost of production. In 2007 and 2008 our pre-sales equaled 84% and 70% of our MFT movie production costs, respectively. The decline in pre-sales as a percentage of production costs reflects lower sales activity resulting from the general economic slow down in the second half of the year and our operating decision to provide exploitation windows for programming on ION Media Networks (ION) and/or pay-per-view (PPV), prior to exploitation windows on broadcast or cable networks.

MFT movies are ordered by broadcast and cable networks and have become an integral part of the broadcast strategies of these programmers. Networks license the rights to air films that meet the characteristics of the network’s genre and therefore will appeal to their viewers. In 2008, we delivered multiple MFT movies to the Hallmark Channel, Lifetime, the Sci-Fi Channel and Spike TV. In 2009, we have completed development and have begun production for several MFT movies, which have already been licensed to broadcast and cable networks.

Mini-series

Over the past 20 years, we have shaped the mini-series industry with award winning and highly-rated releases like Lonesome Dove, Gulliver’s Travels, Human Trafficking, Tin Man and Mitch Albom’s The Five People You Meet in Heaven. A mini-series is typically four broadcast hours in length and production costs are approximately $2 to $5 million per broadcast hour of content. Typically, mini-series are ordered by broadcast and cable networks on a picture-by-picture basis. In 2007, we pre-sold more than 100% of our production costs for mini-series. In 2008, the pre-sales were 80% of our production costs for mini-series, reflecting the lower sales activity resulting from the general economic slowdown in the second half of the year and our operating decision to provide exploitation windows for programming on ION as noted above.

Long-form television library

With more than 1,000 titles, comprising over 3,500 broadcast hours of long-form television programming, our library is an important source of contractual cash flow, revenue and growth for our business. Our film library is enhanced each year with the addition of new MFT movies, mini-series and other television programming as their initial licenses expire. These new productions add value to the film library and ensure that it remains current. We believe that the talent and recognizability of the actors and actresses starring in our productions, along with the subject matter, result in our library having a long shelf life. Classic MFT movies and mini-series such as Cleopatra, Alice In Wonderland, Call of the Wild, Dinotopia, Arabian Nights, Merlin, The Odyssey and The Lion in Winter are examples of our library content which have been repeatedly licensed to our customers over the last several years.

Our productions have won 105 Emmy® Awards, 15 Golden Globes Awards and eight Peabody Awards.

Now, put you thinking cap on here. The company’s top customers are the Hallmark channel and Lifetime. What risk is there that they could lose, say the Hallmark account? This why you read the 10-k notes:

On January 12, 2006, HEI Acquisition, LLC acquired all of the membership interests in Hallmark Entertainment from HEH, subject to a Purchase and Sale Agreement (PSA) dated November 29, 2005 (the Acquisition). HEI Acquisition, LLC was immediately merged with and into Hallmark Entertainment and its name was concurrently changed to RHI LLC. RHI LLC’s sole member is Holdings, a limited liability company controlled by affiliates of Kelso. (RHI owns 46% of Kelso…note mine)

The Company acquired Hallmark Entertainment in order for it to execute its business strategy. The purchase price reflects the Company’s assessment that Hallmark Entertainment could be managed more efficiently and profitably when operated independently allowing the Company to refine its business model and production strategy by focusing on the most profitable content rather than volume, broadening and diversifying the type of content that it develops, produces and distributes and exploiting new distribution opportunities.

You know the “Hallmark Original” movies you see on the channel? Yup, they make em’

A 2008 10-Q says it more clearly:

On January 12, 2006, Hallmark Entertainment Holdings, LLC (Hallmark) sold its 100% interest in Hallmark Entertainment, LLC (Hallmark Entertainment) to HEI Acquisition, LLC. HEI Acquisition, LLC was immediately merged with and into Hallmark Entertainment and its name was changed to RHI Entertainment, LLC (RHI LLC or the Predecessor Company). Subsequent to the transaction, RHI LLC’s sole member was RHI Entertainment Holdings, LLC (Holdings), a limited liability company controlled by affiliates of Kelso & Company L.P. (Kelso). RHI LLC is engaged in the development, production and distribution of made-for-television movies, mini-series and other television programming (collectively, Films).

On June 23, 2008, RHI Entertainment, Inc. (RHI Inc. or the Successor Company) completed its initial public offering (the IPO).

But in the words of Apple’s Steve Jobs “wait, there’s more”

The Hallmark Channel is owned by Crown Media Holdings (CRWN). Back to the 10-k:

On October 5, 2006, the Company entered into a definitive agreement with Crown Media to purchase Crown Media Distribution, LLC for $160.0 million (subject to certain accounts receivable adjustments). The assets of Crown Media Distribution, LLC are comprised of a completed film library consisting of approximately 550 titles and approximately 2,400 hours of programming (Crown Film Library) and trade accounts receivable.

So, you know the “Hallmark Hall of Fame” movies? Yup, they own them.From Crown’s recent 10-k

Until we sold our domestic library to RHI Entertainment LLC on December 15, 2006, we licensed our film assets to broadcasters and video distributors (pay television channel providers) who paid a license fee for the right to exhibit or distribute the programming over a certain period of time.

In short, they essentially own the content Hallmark runs on its network. Nice.

But you’ll say, “Todd, they reported a loss last year!!” Back to 10-K

We have incurred net losses in the past largely due to amortization of film production costs, inclusive of impairment charges, and interest expense on our outstanding indebtedness. During the year ended December 31, 2008, a non-cash impairment charge of $59.8 million with respect to goodwill was recorded as the result of our stock price declining significantly to a level implying a market capitalization below our book value.

Without the goodwill charge the company earned NI of $16 million or $1.23 a share.

What about that book value? As of 12/31 it stood at $7.85 a share vs a $1.89 a share stock price today or you could say the company sells at 24% of its book value.

FULL 10-K


Disclosure (“none” means no position):Will be going long RHI, none

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Friday’s Links

Gitmo, Bailout, Taxes, The Right to Fail

“Fun”

– Why are bondholders being protected?

– A lesson from Rush




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