Saturday, February 28, 2009

Buffett "Endorses" Mark-to-Market Because of It's "Strange Results"

Now, before mark-to-market fans get all excited, one needs to take a close look at what Berkshires (BRK.A) Chairman says about it.

Wall St. Newsletters

For those not sure where I stand on it, visit a past post.

From the Annual Letter.

Buffett makes the following statement, "We endorse mark-to-market accounting".

Now, is it for the transparency its advocates seem to think it produces? On that subject Buffett says "Improved “transparency” – a favorite remedy of politicians, commentators and financial regulators for averting future train wrecks – won’t cure the problems that derivatives pose. I know of no reporting mechanism that would come close to describing and measuring the risks in a huge and complex portfolio of derivatives.

Auditors can’t audit these contracts, and regulators can’t regulate them. When I read the pages of “disclosure” in 10-Ks of companies that are entangled with these instruments, all I end up knowing is that I don’t know what is going on in their portfolios (and then I reach for some aspirin)."

If he does not believe that true transparency is possible simply due to the complexity of the instruments, then why would he support mark-to-market? What does the particular accounting system solve or produce that he finds of value?

Later he says:

"At the request of our customers, we write a few tax-exempt bond insurance contracts that are
similar to those written at BHAC, but that are structured as derivatives. The only meaningful
difference between the two contracts is that mark-to-market accounting is required for derivatives whereas standard accrual accounting is required at BHAC.

But this difference can produce some strange results. The bonds covered – in effect, insured – by these derivatives are largely general obligations of states, and we feel good about them. At year end, however, mark-to-market accounting required us to record a loss of $631 million on these derivatives contracts. Had we instead insured the same bonds at the same price in BHAC, and used the accrual accounting required at insurance companies, we would have recorded a small profit for the year. The two methods by which we insure the bonds will eventually produce the same accounting result. In the short term, however, the variance in reported profits can be substantial.

We have told you before that our derivative contracts, subject as they are to mark-to-market
accounting, will produce wild swings in the earnings we report. The ups and downs neither cheer nor bother Charlie and me. Indeed, the “downs” can be helpful in that they give us an opportunity to expand a position on favorable terms. I hope this explanation of our dealings will lead you to think similarly." (Emphasis mine)

Buffett believes that mark-to-market accounting produces the very inefficient market pricing that he searches for and seeks to exploit. He gives a wonderful example how the same security, held in a different part of Berkshire and thus accounted for differently produces a far different results (one a large loss, the other a small profit).

Buffett's endorsement of mark-to-market is NOT an endorsement of it as the best accounting system but an endorsement of it as an accounting system prone to producing conditions in which he believes he can profit handsomely.

Let's see how the MSM and politicians run with this one......

Disclosure ("none" means no position):None.

Visit the ValuePlays Bookstore for Great Investing Books

Berkshire Hathaway Annual Letter

Haven't read it yet so thoughts on it will come later......

Enjoy....


Wall St. Newsletters

Waren Buffett's 2008 Berkshire Hathaway Letter

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Saturday Reading

Housing

Wall St. Newsletters

- Paul Kedrosky nails it..

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Saturday Humor

From the John Stewart

Wall St. Newsletters



Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Friday, February 27, 2009

Leucadia Reports 10K: Discloses Pershing Square Target Loss $$

Wow... a 82% loss in Target (TGT) for Leucadia (LUK)

Wall St. Newsletters

Full 10K

In June 2007, the Company invested $200,000,000 to acquire a 10% limited
partnership interest in Pershing Square, a newly-formed private investment
partnership whose investment decisions are at the sole discretion of Pershing
Square's general partner. The stated objective of Pershing Square is to create
significant capital appreciation by investing in Target Corporation. The Company
recorded losses under the equity method of accounting from this investment of
$77,700,000 and $85,500,000 in 2008 and 2007, respectively, principally
resulting from declines in the market value of Target Corporation's common
stock. At December 31, 2008, the book value of the Company's investment in
Pershing Square was $36,700,000.


Disclosure ("none" means no position):none

Visit the ValuePlays Bookstore for Great Investing Books

General Growth Files 10K: Comments on Liquidity

This is shaping up to be a classic game of chicken. Just read what General Growth Properties (GGP) has to say.

Wall St. Newsletters


Liquidity

Since the third quarter of 2008, liquidity has been our primary issue. As of December 31, 2008, we had approximately $169 million of cash on hand. As of February 26, 2009, we have $1.18 billion in past due debt and an additional $4.09 billion of debt that could be accelerated by our lenders.

The $900 million mortgage loans secured by our Fashion Show and The Shoppes at the Palazzo shopping centers (the “Fashion Show/Palazzo Loans”) matured on November 28, 2008. As we were unable to extend, repay or refinance these loans, on December 16, 2008, we entered into forbearance and waiver agreements with respect to these loan agreements, which expired on February 12, 2009. As of February 26, 2009, we are in default with respect to these loans, but the lenders have not commenced foreclosure proceedings with respect to these properties. Additional past due loans include the $225 million Short Term Secured Loan which matured on February 1, 2009 and the $57.3 million mortgage loan secured by Chico Mall. The $95 million mortgage loan secured by the Oakwood Center, with an original scheduled maturity date of February 9, 2009, was extended to March 16, 2009.

The maturity date of each of the 2006 Credit Facility ($2.58 billion) and the Secured Portfolio Facility ($1.51 billion) could be accelerated by our lenders. As a result of the maturity of the Fashion Show/Palazzo Loans, we entered into forbearance agreements in December 2008 relating to each of the 2006 Credit Facility and Secured Portfolio Facility.

Pursuant and subject to the terms of the forbearance agreement related to the 2006 Credit Facility, the lenders agreed to waive certain identified events of default under the 2006 Credit Facility and forbear from exercising certain of the lenders’ default related rights and remedies with respect to such identified defaults until January 30, 2009. These defaults included, among others, the failure to timely repay the Fashion Show/Palazzo Loans. Without acknowledging the existence or validity of the identified defaults, we agreed that, during the forbearance period, without the consent of the lenders required under the 2006 Credit Facility and subject to certain “ordinary course of business” exceptions, we would not enter into any transaction that would result in a change in control, incur any indebtedness, dispose of any assets or issue any capital stock for other than fair market value, make any redemption or restricted payment, purchase any subordinated debt, or amend the CSA. In addition, we agreed that investments in TRCLP and its subsidiaries would not be made by non-TRCLP subsidiaries and their other subsidiaries, subject to certain ordinary course of business exceptions. We also agreed that certain proceeds received in connection with financings or capital transactions would be retained by the Company subsidiary receiving such proceeds. Finally, the forbearance agreement modified the 2006 Credit Facility to eliminate the obligation of the lenders to provide additional revolving credit borrowings, letters of credit and the option to extend the term of the 2006 Credit Facility.

On January 30, 2009, we amended and restated the forbearance agreement relating to the 2006 Credit Facility. Pursuant and subject to the terms of the amended and restated forbearance agreement, the lenders agreed to extend the period during which they would forbear from exercising certain of their default related rights and remedies with respect to certain identified defaults from January 30, 2009 to March 15, 2009. Without acknowledging or confirming the existence or occurrence of the identified defaults, we agreed to extend the covenants and restrictions contained in the original forbearance agreement and also agreed to certain additional covenants during the extended forbearance period. Certain termination events were added to the forbearance agreement, including foreclosure on certain potential mechanics liens prior to March 15, 2009 and certain cross defaults in respect of six loan agreements relating to the mortgage loans secured by each of the Oakwood, the Fashion Show/Palazzo and Jordan Creek shopping centers as well as certain additional portfolios of properties.

Pursuant and subject to the terms of the forbearance agreement related to the Secured Portfolio Facility, the lenders agreed to waive certain identified events of default under the Secured Portfolio Facility and forbear from exercising certain of the lenders’ default related rights and remedies with respect to such identified defaults until January 30, 2009. These defaults included, among others, the failure to timely repay the Fashion Show/Palazzo Loans. On January 30, 2009, we amended and restated the forbearance agreement relating to the Secured Portfolio Facility.

Pursuant and subject to the terms of the amended and restated forbearance agreement, the lenders agreed to waive certain identified events of default under the Secured Portfolio Facility and agreed to extend the period during which they would forbear from exercising certain of their default related rights and remedies with respect to certain identified defaults from January 30, 2009 to March 15, 2009. We did not acknowledge the existence or validity of the identified defaults.

As a condition to the lenders agreeing to enter into the forbearance agreements described above, we agreed to pay the lenders certain fees and expenses, including an extension fee to the lenders equal to five (5) basis points of the outstanding loan balance under the 2006 Credit Facility and Secured Portfolio Facility in connection with the amendment and restatement of the forbearance agreements relating to such loan facilities.

The expiration of forbearance and waiver agreements related to the Fashion Show/Palazzo Loans permits the lenders under our 2006 Credit Facility and Secured Portfolio Facility to elect to terminate the forbearance and waiver agreements related to those loan facilities. However, as of February 26, 2009, we have not received notice of any such termination, which is required under the terms of these forbearance agreements.

In addition, we have approximately $1.60 billion of consolidated property-specific mortgage loans scheduled to mature in the remainder of 2009. Finally, we have significant accounts payable and liens on our assets, and the imposition of additional liens may occur.

A total of $595 million of unsecured bonds issued by TRCLP are scheduled to mature on March 15, and April 30, 2009. Failure to pay these bonds at maturity, or a default under certain of our other debt, would constitute a default under these and other unsecured bonds issued by TRCLP having an aggregate outstanding balance of $2.25 billion as of December 31, 2008.

We do not have, and will not have, sufficient liquidity to make the principal payments on maturing or accelerated loans or pay our past due payables. We will not have sufficient liquidity to repay any outstanding loans and other obligations unless we are able to refinance, restructure, amend or otherwise replace the Fashion Show/Palazzo Loans, 2006 Credit Facility, Secured Portfolio Facility, other mortgage loans maturing in 2009 and the unsecured bonds issued by TRCLP which are due in 2009.

Our liquidity is also dependent on cash flows from operations, which are affected by the severe weakening of the economy. The downturn in the domestic retail market has resulted in reduced tenant sales and increased tenant bankruptcies, which in turn affects our ability to generate rental revenue. In addition, the rapid and deep deterioration of the housing market, with new housing starts currently at a fifty year low, negatively affects our ability to generate income through the sale of residential land in our master planned communities.

We have undertaken a comprehensive examination of all of the financial and strategic alternatives to generate capital from a variety of sources, including, but not limited to, both core and non-core asset sales, the sale of joint venture interests, a corporate level capital infusion, and/or strategic business combinations. Given the continued weakness of the retail and credit markets, there can be no assurance that we can obtain further extensions or refinance our existing debt or obtain the additional capital necessary to satisfy our short term cash needs. In the event that we are unable to extend or refinance our debt or obtain additional capital on a timely basis, we will be required to take further steps to acquire the funds necessary to satisfy our short term cash needs, including seeking legal protection from our creditors. Our potential inability to address our past due and future debt maturities raise substantial doubts as to our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, our consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should we be unable to continue as a going concern.

So, we know the reason they have not been forced into bankruptcy, the $595 million due March 15 and the $2.25 billion that was due 12/31/2008 is all non-recourse to GGP. For the remained of 2009, there is $1.6 billion due that is tied to property mortgages.

So, GGP is sitting there in this filing saying they are preparing a bankruptcy filing essentially "unless you refinance or convert" your debt.

Let's not forget that Citigroup (C), a major lender of GGP also owns 5% of the equity (this is a recent position). We have a company looking at its lenders saying we're going to file and lenders saying we do not want to refi the debt and deep down you do not want to go Chapter 11.

Why don't the banks want to refi and see a Chapter 11? Look at housing. The last think banks want to have is impaired commercial loans on one of the nation's largest REIT's. Any impairments on these loans would the cause "mark to market" write-downs on their whole portfolio's. Bad news...

So, what will happen. The best solution would be for debtors to convert to equity outside of Chapter 11. Shareholders get diluted big time but anyone buying shares today already expects that to happen. Even if this does end up in a Chapter 11, my opinion is that this is not a loss for shareholders.

Ultimately this is looking as though March 15 will be a showdown at the OK Coral. Gonna be fun to watch..


FULL 10K

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

“Bailouts, Your Dollars, & the Whole Credit Mess"

Ronald H. Muhlenkamp is founder and president of Muhlenkamp & Company, Inc., established in 1977. He is a nationally recognized, award-winning investment manager, frequent guest of the media and featured speaker at investment conferences nationwide. Take your time and go through the presentation. It is worth the read..

Wall St. Newsletters
“Bailouts, Your Dollars, & the Whole Credit Mess"

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Friday's Links

Wall St. Media, NetFlix, Housing, Gphone, Google

Wall St. Newsletters
- Thank you for the mention

- Streaming growth is exploding

- Still to high

- Am anxious to see this

- Breakup?

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Thursday, February 26, 2009

Ackman Going for Target Board Seats $$

Did anyone really think he was just going to go away? Target (TGT) us in for a battle whether they know it or not.

Wall St. Newsletters

In a just released 13D/A Filing

As of February 26, 2009, as reflected in this Amendment No. 5, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 58,390,835 shares of Common Stock (approximately 7.8% of the outstanding shares of Common Stock), which include shares of Common Stock and shares subject to certain stock-settled American-style call options. The Reporting Persons also have economic exposure to approximately 1,250,766 notional shares of Common Stock subject to certain cash settled call options, bringing their total economic exposure to 59,641,601 shares of Common Stock (approximately 7.9% of the outstanding shares of Common Stock).

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety, as follows:

The Reporting Persons hold Common Stock and options for investment purposes. The Reporting Persons continue to believe in their fundamental investment case for Target, and that the Company’s Common Stock is undervalued at current market prices.

Representatives of the Reporting Persons have met and may in the future meet with management and/or representatives of the Issuer to engage in discussions that may include matters relating to the strategy, business, assets, operations, governance, management, capital structure, financial condition and/or future plans of the Issuer in an effort to enhance shareholder value. The Reporting Persons have engaged, and may engage additional, advisors to assist it, including consultants, accountants, attorneys, financial advisors or others, and may contact other shareholders of the Issuer and/or other relevant parties to discuss any and all of the above.

Without limiting the generality of the foregoing, the Reporting Persons are currently engaged in discussions with the Issuer regarding the consideration by the Board of Directors of the Issuer of certain candidates proposed by the Reporting Persons as directors of the Issuer.

Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of discussions referenced above, actions taken by the Issuer, and trading price levels of the Common Stock, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or related financial instruments or selling some or all of their respective beneficial and economic holdings, engaging in any hedging or similar transaction with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may change their beneficial or economic holdings depending on additions or redemptions of capital. The Reporting Persons’ are in the business of trading — buying and selling — securities and other financial instruments. Consequently, the Reporting Persons’ beneficial ownership as reported on this Schedule 13D will vary over time depending on various factors, with or without regard to the Reporting Persons’ views of the Issuer’s business, prospects or valuation (including the market price of Common Stock), including without limitation, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, conditions in the securities market and general economic and industry conditions.



Disclosure ("none" means no position):Rooting for Ackman

Visit the ValuePlays Bookstore for Great Investing Books

Sears Holding's Edward Lampert's Letter to Shareholders $$

This is a fascinating letter. Lampert addresses "mark-to-market", short sellers, regulation, Lehman, Bear Sterns, AIG, Banks, the Austrian School ,Hyaek and more. He also addresses critics who chastised him for not spending more as today competitors liquidate, drastically cut back plans and he sits on $1.3 billion in cash.

Wall St. Newsletters

Latest 8K

Edward Lampert's Letter to Shareholders 2/2009

Disclosure ("none" means no position):Long SHLD

Visit the ValuePlays Bookstore for Great Investing Books

Here It Is... The Proposed.2010 Federal Budget

Read it and weep.....

Wall St. Newsletters


Obama's Budget

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Time to Find Some "Religion"? $$

Stumbled across this yesterday and the more I look at it, the more I like it.

Wall St. Newsletters

If I told you I had a company you could by a pieces of for 7 times earnings that was growing EPS >50% a year, would you be interested? Me too..

True Religion Apparel, Inc. (True Religion) designs, markets, distributes, and sells apparel under the brand name True Religion Brand Jeans to consumers in more than 50 countries on six continents: North and South America, Asia, Africa, Europe and Australia. The Company's products are sold in the United States in national premium stores, including Bloomingdale's, Neiman Marcus, Nordstrom, Saks Fifth Avenue, and in over 2,000 boutique and specialty stores. Its products can be categorized as denim, knit and non-denim, and most come in tops and bottoms. Knit styles include hoodies, t-shirts and sweats, and non-denim fabrics include corduroy and twill. The Company sells men's women's and kid's styles for its products. True Religion operates in four segments: United States Wholesale, International Wholesale, Consumer Direct and Corporate, which includes licensing activity.

Here is a look at earnings since inception:


Now, the argument against the company would be: "In a recession. who will spend $200 for a pair of jeans?" Valid point. Let's look at the jean market.


Who is their customer?:


Looking forward:



Think of True Religion and their product a bit like Starbucks (SBUX). They have a similar demographic. The difference is that True is not trying to sell their products through 14,000 locations. While Starbucks is finding that a large percentage of the millions of customers they need to serve in order to grow have become very price conscious, True is still small enough that there is plenty of folks who will spend $200 on jeans at the 42 locations they currently have. This will not avoid a slowdown but will buffer them against deterioration.

Why the discount then?

Due to the recession, for fiscal 2009 selling jeans in specialty boutiques and major department stores such as Saks (SKS) and Nordstrom Inc (JWN), expects to earn between $1.73 and $1.81 a share (essentially flat over 2008) on revenue between $290 million and $297 million (vs $273 in 2008). Dept. store sales are expected t fall 17% to 19%. Still, at $11 a share, that means at the low end you are paying 6.3 times 2009 earnings for shares.

Key assumptions embedded in the Company’s full year 2009 guidance, as compared to the full year 2008, are identified below:

· Forecasted net sales growth within the Company’s consumer direct segment of 60% to 65% will be driven by the addition of 25 new branded retail stores in 2009 and the 27 stores opened in 2008.
· Net sales in the U.S. wholesale segment is expected to decline by 17% to 19% driven by a sharp reduction in sales to boutiques and a mid-single digit decline in sales to Majors and off-price retailers.
· The Company’s International segment is forecasted to increase its net sales by low single digits, driven by an increase in net sales to Japanese wholesale customers.

What does it all mean? True gives up plenty of downside protection. With $57 million in the bank, True provides investors with $2.38 a share in cash on the books. This means 22% of the share price is just the cash in the bank. What about debt you say? There is none. The cash is free and clear.

At its current market cap, True is valued at just under 1 times 2009 sales and just over 1 times 2008's. Too low.

What if the recession deepens and profits actually fall? Say they fall 10%? Will the stock then trade for 5 times those earnings? Or is it likely the current price reflects a general feeling profits may fall more than currently projected and any shortfall in results will be met with a stagnant share price? Who knows but my impression is that the latter is most likely.

Think about it. If you owned the company outright and someone offered you $8.62 for it ($11 share price - the $2.38 per share you have in the company's bank account) would you take it or tell the potential buyer where to stick it? Me too. Now reverse it. If someone owned it and offered the company for $11 and included in the price was the $2.38 in the bank would you jumo at it? Me too.

That is essentially what is happening right now with the share price. Should you rush out and buy shares? No. I'm not but they are high up on the watch list. I want a bit more clarity on the macro environment before I buy. This isn't to say I see shares cratering anytime soon, just that they could remain flat as the economy sours more.  Should the maco environment show no visibilty as the year progresses, one would assume True shares mirror that. 

But, as soon as I see strength in the macro condition, assuming I have not missed a huge run up, if shares sit near where they are now they would be almost irresistable...

It would be a "sin" not to buy them in that case....Sorry, had to do it...


Most recent 8K

Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

Thursday's Links

The Administration, Chicago Tea Party, Dodd, Robin Hood

Wall St. Newsletters


- So, they don't pay taxes and don't pay their bills......nice

- Check it out here

- Ouch

- Don't trust him
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wednesday, February 25, 2009

AutoNation 10-K & ESL

There is a very interesting sentence in there about ESL and Eddie Lampert.

Wall St. Newsletters


The applicable sentence is highlighted by me below...

From the 10-K
In January 2009, our Board of Directors authorized and approved letter agreements with certain automotive manufacturers in order to, among other things, eliminate any potential adverse consequences under our framework agreements with those manufacturers in the event that ESL Investments, Inc. and certain of its investment affiliates (together, “ESL”) acquires 50% or more of our common stock. The letter agreements with American Honda Motor Co., Inc. (“Honda”) and Toyota Motor Sales, U.S.A., Inc. (“Toyota”) also contain governance-related and other provisions as described below. Also a party to both the Honda and Toyota Agreements is ESL, our largest shareholder. As of February 6, 2009, ESL beneficially owned approximately 45% of the outstanding shares of our common stock.

Under the terms of the Honda Agreement, Honda has agreed not to assert its right to purchase our Honda and Acura franchises and/or similar remedies under the manufacturer framework agreement between Honda and the Company in the event that ESL acquires 50% or more of our common stock. If ESL acquires more than 50% of our common stock, ESL has agreed to vote all shares in excess of 50% in the same proportion as all non-ESL-owned shares are voted. In addition, we have agreed to ensure that a majority of our Board is independent of both the Company and ESL under existing New York Stock Exchange (“NYSE”) listing standards. Furthermore, the Honda Agreement provides that Honda’s consent does not apply to a “going private” transaction under Rule 13e-3 of the Securities Exchange Act of 1934. The terms and conditions of the Honda Agreement will only apply at such time and for so long as ESL owns more than 50% of our common stock.

Under the terms of the Toyota Agreement, Toyota has agreed not to assert its right to purchase our Toyota and Lexus franchises and/or similar remedies under the manufacturer framework agreement between Toyota and the Company in the event that ESL acquires 50% or more of our common stock. If ESL acquires more than 50% of our common stock, ESL has agreed to vote all shares in excess of 50% in the same proportion as all non-ESL-owned shares are voted. Furthermore, we have agreed that a majority of our Board will be independent from both the Company and from ESL under existing NYSE listing standards. We have also agreed not to merge, consolidate, or combine with any entity owned or controlled by ESL unless Toyota consents thereto. In addition, the Toyota Agreement provides that in the event that we appoint a Chief Operating Officer who, in the good faith judgment of our Board, does not have sufficient breadth and depth of experience, a relevant, successful automotive track record, and extensive successful automotive experience, ESL shall be required to divest its shares in excess of 50% within nine (9) months or its voting interest will be limited to 25%, and if ESL does not divest such shares within eighteen (18) months, it will lose all voting rights until it divests such shares. The terms and conditions of the Toyota Agreement will only apply at such time and for so long as ESL owns more than 50% of our common stock and will terminate on December 31, 2009 with respect to future stock acquisitions by ESL, provided that ESL may seek successive annual one-year extensions, and Toyota may not unreasonably withhold or delay its consent thereto.

In connection with the Toyota and Honda agreements described above, in January 2009, our Board authorized and approved a separate letter agreement between the Company and ESL in which ESL has agreed to vote shares of our common stock owned by ESL in excess of 45% in the same proportion as all non-ESL-owned shares are voted. The ESL Agreement expires on January 28, 2010, unless extended by mutual agreement of the parties.


This is the first time I have seen in a filing the thought that AutoNation may be "merged with another entity". hmmmmmm

Readers here know that for a while now I have thought Lampert's end game is an AutoNation (AN), Sears Holdings (SHLD) and AutoZone (AZO). The reason can be found here.


Share Repurchases:
On October 23, 2007, our Board of Directors approved a share repurchase program (the “Share Repurchase Program”), which authorized AutoNation to repurchase up to $250 million in shares of our common stock. The Share Repurchase Program does not have an expiration date. During the fourth quarter of 2008, we did not repurchase any shares of our common stock. As of December 31, 2008, up to $142.7 million in shares may yet be repurchased under the Share Repurchase Program.

Sales:
Interesting statistic. Luxury sales were down 16% vs 29% for domestic for the company. In 1999, AN was 70% domestic 30% import/luxury. In 2009 those numbers will be almost 80% import/luxury vs just over 20% domestic.


Disclosure ("none" means no position):Long AN

Visit the ValuePlays Bookstore for Great Investing Books

"Mark to Market" ....

Still more on the subject. Lost in the debate is those of us who want alterations to the policy, so not want it eliminated, just adjusted. There are options that would better reflect the value of these securities.

Wall St. Newsletters


Brian Wesbury on the subject:



Past posts on "mark to market"


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wednesday's Links

Racism, Racism, Santelli, Santelli, Acorn

Wall St. Newsletters


- Best repudiation of the "racism in America" junk we keep hearing about

- More thoughts on the "real racism".....though it will not be popular

- Talk about timing....this summer is new contract time for Rick...Congrats

- Listen to his radio interview


- The rest of the story
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Tuesday, February 24, 2009

Fairholme Funds 2008 Year End Conference Call:A Value Investors Must Read $$

Berkowitz is one of the best. He goes into to details on each of their investments. This is a must read for any value investor.

Wall St. Newsletters


Regarding Sears Holdings (SHLD):"Well, we – Eddie Lampert’s overall record is still quite deep and I don’t know you know that paper trail is important, but what’s most important to us is studying, see his balance sheet, its liquidation value. I have a whole bunch of more question on Sears that are coming a little – that – (of to an) answer and we go into a bit more detail. But we’ve always shares based upon its
liquidation values and always thought that we were buying below liquidation values and we shall see. I still believe that Sears is quite reminiscent of Berkshire Hathaway’s days with the – with Warren Buffet’s days, I should say, with the Berkshire Textile Mills and that inflection point, that point when we decided it was time to move on and reallocate the cash to more productive uses. There’s nothing I see at this point which tells me that will not happen at Sears."

Question, can Sears pay off their debt? Can they refinance at reasonable terms?
"I think – I think the answer to both questions is yes and if Eddie Lampert has any difficulties I think he should call Fairholme cause we would be willing to help him at the right price.

There is a whole section on Sears. please read it.

Fairholme 2008 Year End Conference Call

Disclosure ("none" means no position):Long SHLD

Visit the ValuePlays Bookstore for Great Investing Books

"Davidson": Traders Rule the Moment

He has a very valid point, there is no talk of valuation out there currently. That both creates tremendous markets swings and for the patient of us, tremendous opportunity.,

Wall St. Newsletters


I thought that these charts (below) told the story of the credit freeze. I think the Traders rule at the moment. Valuation for the moment does not carry much weight. The forecasted earnings yield of ~8.6% 12mo forward for SP500 seems to stimulate some to forecast worse earnings than this in order to get their 20 secs on CNBC. I interpret these charts to indicate that it appears that earnings are forecasted to be well below the long term trend. I do have a chart that takes the earnings trend back to the late ‘40’s with what appears to be the same variance within the same channel at ~6% compounded for the entire period. Today forecasts are well out side the historical range.

To get a similar collapse of valuations in the past required a high rate of inflation, 1974 and 1982 both had 7 P/E’s and 12%-14% earnings yield range. This was required. I have observed that since 1978 when we have reasonably good data that the market requires a return that provides just over 3% Real Rate of Return. In 1982 with core inflation (see Dallas Fed trimmed mean PCE data 1982 inflation at ~9%-11% + ~3% Real Rate of Return = 12%-14%) in the 11%-12% range the SP500 earnings yield was in the 12%-14% range.

Over the past few months 12mos forward earnings yields have ranged over 11% to the current ~8.6%. The market appears to be pricing inflation in the next few years at the 5.5%-8% range or a period of earnings well below that which has been in place since the 1940’s.

I cannot forecast the future any better than the many professionals who are paid handsomely to do this. But, I do not think our national productivity, our willingness to work our desire put our kids through school and our general improvement of our condition has not changed from last year to this. My view is that the SP500 which represents some 90%+ of US public companies mirrors the results of these efforts. We can measure this with some certainty since the ‘40’s. We have certainly had many issues along the way. We have always recovered.




Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

General Growth Properties Files 8-K: A Look Through $$

A closer look reveals things are far better than the market assumes and for those who enjoy irony, the "worse case scenario", may actually be the best....

Wall St. Newsletters

General Growth (GGP) currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company’s portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide.

Results from the Press Release:

Chicago, Illinois, February 23, 2009 — General Growth Properties, Inc. (NYSE: GGP) (the Company) announced today its results of operations for the fourth quarter of 2008. Core Funds From Operations (Core FFO) per fully diluted share for the fourth quarter of 2008 were $0.72, Funds From Operations (FFO) per fully diluted share were $0.70 and Earnings per share — diluted (EPS) were zero. For the full year 2008 Core FFO was $2.83, FFO was $2.72 and EPS was $0.10. Although FFO per fully diluted share for the fourth quarter of 2008 increased from the $0.64 of FFO per fully diluted share for the fourth quarter of 2007, both Core FFO and EPS declined in the fourth quarter of 2008, as compared to the fourth quarter of 2007. Both the quarterly and annual 2008 and 2007 comparable periods had significant items that affected FFO comparability, including provisions for impairment, tax restructuring benefit and strategic review costs. A supplemental schedule showing such items and their impact on 2008 and 2007 FFO is provided with this release.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

• Core FFO is defined as Funds From Operations excluding the Real Estate Property Net Operating Income (NOI) from the Master Planned Communities segment and the (provision for) benefit from income taxes. Core FFO for the fourth quarter of 2008 was $231.0 million, or $0.72 per fully diluted share, as compared to $271.2 million, or $0.92 per fully diluted share, for the fourth quarter of 2007. While the aggregate of minimum rents and tenant recoveries remained essentially flat for the quarter, overall declines in the general economy, and the retail market specifically, impacted our retail properties causing revenue reductions in overage rents, and other income (for items including promotion, sponsorship, and parking income). Cost reductions in marketing, repairs and maintenance, supplies, contracted services, security, landscaping, and personnel costs, did not fully offset our revenue declines.

• FFO was $222.2 million in the fourth quarter of 2008 as compared to $190.4 million in the fourth quarter of 2007, an increase of approximately $31.8 million. FFO was significantly impacted by items as detailed in the attached supplemental schedule. Excluding such items, FFO declined in the fourth quarter of 2008 as compared to the fourth quarter of 2007 as a result of lower comparable NOI in the retail and other segment and higher interest expense.

• EPS were zero in the fourth quarter of 2008 compared to $0.24 in the fourth quarter of 2007, substantially all of which was due to the items listed in the attached supplemental schedule and the matters affecting Core FFO and FFO described above.

2009 Maturing debt and liquidity concerns

We are primarily focused on our near and intermediate term loan maturities. The refinancing market remains at a standstill. We are considering all strategic alternatives and are continuing our discussions with our lenders. In addition, we have suspended our cash dividend, halted or slowed nearly all of our development and redevelopment projects, systematically engaged in certain cost reduction or efficiency programs, reduced our workforce by over 20% and sold certain non-mall assets. We currently have approximately $1.179 billion of past due debt and approximately $4.09 billion of debt that could be accelerated. However, our lenders have not yet exercised any of their remedy rights with respect to such debt. In addition, we have $1.44 billion of consolidated mortgage debt and approximately $595 million of unsecured bonds scheduled to mature in the balance of 2009 that remains to be refinanced, repaid or extended. In the event that we are unable to extend or refinance our near and intermediate term loan maturities, we may be required to seek legal protection from our creditors.

Given the uncertainties concerning our ability to refinance maturing loans and the impact of potential strategic alternatives, we will not provide Core FFO guidance for 2009 at this time.

Here is the debt maturity schedule:


Debt Covenant Ratios:




SEGMENT RESULTS

Retail and Other Segment
• NOI declined 2.4% from the $718.9 million reported for the fourth quarter of 2007 to $701.8 million for the fourth quarter of 2008. This reduction in NOI is primarily due to decreased revenue primarily due to declines in overage rents and other income.

• Comparable NOI from consolidated properties decreased 4.1% in the fourth quarter of 2008 versus the fourth quarter of 2007.

• Comparable NOI from unconsolidated properties at the Company’s ownership share for the fourth quarter of 2008 declined by approximately 10.0% compared to the fourth quarter of 2007. Declines in termination income in 2008 (due to certain individually large terminations in 2007) and foreign currency translation rate differences between periods caused the comparable NOI decline for unconsolidated properties to be significantly larger than that of the comparable consolidated properties.

• Revenues from consolidated properties declined approximately 3.2% for the fourth quarter of 2008, or approximately $27.5 million, to $840.5 million as compared to $868.0 million for the same period in 2007 primarily due to declines in overage rent and other income.

• Revenues from unconsolidated properties at the Company’s ownership share declined slightly for the fourth quarter 2008 as compared to the fourth quarter of 2007, to $162.2 million from $163.2 million, as increased minimum rents from certain expansions and renovations opened since late 2007 and certain ownership increases in properties owned through our international joint ventures were more than offset by overage and other income declines across the segment.

• Comparable tenant sales, on a trailing twelve month basis, decreased 3.8% compared to the same period last year.

• Sales per square foot, on a trailing twelve month basis, decreased 4.2% compared to the same period last year.

• Retail Center occupancy decreased to 92.5% at December 31, 2008 from 93.8% at December 31, 2007.

Now much has been said about the property that GGP holds and how it has deteriorated in value. BUT, if we look at recent land sales from their planned communities, we see the opposite is happening:


Here are the top ten tenants in Retail Operations:


None of these large tenants are in danger of leaving avoid in a Chapter 11 proceeding. GGP derives 60% of rents from anchor stores and 40% from the remainder.

Breakdown by region:


So, no two ways around it. The debt is crushing them but operations are performing just fine, very well actually given the current climate. Also, the value of the real estate on the books is clearly below it actual value. The more one looks at it, one has to hope they file Chapter 11, clear the debt and start over.

The opportunity here is really impressive...


Disclosure ("none" means no position):Long GGP

Visit the ValuePlays Bookstore for Great Investing Books

"The Big Rich"

This is very interesting. From the author of the classic "Barbarian's at the Gate". I have not read this work yet, but based on past efforts, I am sure it is more than readable.

Wall St. Newsletters


Here are the books:




Here is the author talking about his latest work:



Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Tuesday's Links

Bailout mascot, Geithner & Summers, Banks, Banks

Wall St. Newsletters


- Classic

- Sad and true

- Insider are buying

- Cheap as tech stocks were after the crash?
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Monday, February 23, 2009

General Growth Properties: A Look at Real Estate Values $$

I am buying shares of General Growth Properties (GGP) today as I feel there is deep value in them.

Wall St. Newsletters


Where is the value? General Growth is a U.S. based, publicly traded Real Estate Investment Trust. The Company currently has an ownership interest in or management responsibility for a portfolio of more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company is listed on the New York Stock Exchange under the symbol “GGP”. For more information, visit the Company Web site at www.ggp.com.

GGP carries it's real state holding at cost and according to its 2007 annual report, the total is $28 billion. If we take the 200 million sq. feet of retail space they have, the cost basis is $140 a sq. foot.

Now, let's look at the MIT Transaction based cost index for the 2008 year. This matters because it takes into account what sold for what, not an estimated value.

Retail Current Cost


Using the $195 a sq. foot price from MIT, we get a real estate value for GGP of $39 billion. GGP has a current market cap of $115 million meaning it sells for .3% of its real estate value, that is point 3% not 3%. With $27 billion of debt outstanding and due in 4 years, if we subtract that from the current property value there is still $12 billion or $36 a share of value left in the properties (based on 331 million shares outstanding as of last 8K). Now, of course the actual amount will vary depending on what properties are sold where but we have a good indication by using national numbers because GGP does have holdings nationally.

To further boost a valuation, we can look at the age of the properties. Starting on F-61 of the above linked annual report we see that only $3 billion of the $28 billion total has been acquired since 2007. These properties one could argue were purchased at inflated prices and perhaps worth only equal too or slightly below carrying cost. The majority of the properties are 2002 and earlier giving a large boost to the "carry coast being far less than market value" theory.

Perhaps this is why Bill Ackman has taken a stake in 25% of the company.

The Loans:

On Feb. 12th GGP said:
On February 13, 2009, General Growth Properties, Inc. (the “Company”) and certain of its subsidiaries, including Oakwood Shopping Center Limited Partnership (collectively with the Company, the “Company Parties”), Citicorp North America, Inc., as a lender and as administrative agent for the other lenders party thereto, and certain additional lenders (collectively, the “Lenders”), entered into a First Amendment to Loan Agreement (the “Amendment”) which amended the Loan Agreement dated as of January 30, 2006 by and among the Company Parties and the Lenders for the mortgage loan secured by the Company’s Oakwood Shopping Center located in Gretna Louisiana (the “Loan”). Pursuant and subject to the terms of the Amendment, the maturity date of the Loan was extended to March 16, 2009. The Loan’s original maturity date of February 9, 2009 had previously been extended pursuant to agreements between the Company Parties and the Lenders.

The Company is currently in default under certain of its loans. As previously announced, the Company has entered into forbearance agreements with certain of its lenders pursuant to which such lenders have agreed to forbear from exercising certain of their default related rights and remedies under such loans. However, the forbearance agreements related to mortgage loans secured by the Company’s Fashion Show and Palazzo shopping centers located in Las Vegas, Nevada expired on February 12, 2009. The expiration of these forbearance agreements permitted the lenders under the Company’s 2006 Credit Facility and 2008 secured portfolio facility to terminate the previously announced forbearance agreements related to these loan facilities. However, the Company has not received notice of any such termination, as required by the terms of such forbearance agreements. In addition, the Company has also been unable to enter into or extend forbearance or similar agreements for its other mature secured mortgage loans, and there can be no assurance that it will be able to do so. The Company continues to work with its lenders with respect to loans under which it is in default or may be in default in the near future.


What does it all mean. Simply, even if GGP were forced into bankruptcy, the actual value of it exceeds the debt meaning there is still large value for shareholders. At $.43 cents a share, the upside is stunning and the downside is limited to your investment, $.43 cents.

What will the lenders do? Think about it. Do the lenders really want to start writing down commercial real estate loans for one of the largest property owners in the US by forcing it into bankruptcy? No. Why? In our "mark to market" world we now live in, this would mean that debt on other strapped REIT's would then have to be "marked down" also causing more billion dollar losses for banks. Not good.

This is the reason for the various debt extensions for GGP.

Earnings come out today after being delayed for two weeks. One has to expect some news to accompany them. I am buying shares ahead of it

Disclosure ("none" means no position):Long GGP

Visit the ValuePlays Bookstore for Great Investing Books

Monday's Links

Santelli, Don Harrold on Rick, MSNBC, Hardball

Wall St. Newsletters


- After being attacked by the White House


- Another take on it


- Shock!!! MSNBC atacks anyone who questions Obama policy...SHOCK


- Barnacle makes Matthews irrelevant



Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Sunday, February 22, 2009

Judge Rules Haas Family to be Deposed

Dow Chemical (DOW) won a ruling in court Friday vs Rohm & Haas (ROH).

Wall St. Newsletters


Dow Chemical / Rohm & Haas Depositions

My take on this is Dow will attempt to get the founding family on record saying they wished for the combined entity to survive. If Dow can then cast doubt on that should the merger be forced immediately, then they now have a huge continent of shareholders in essence wanting the merger to be delayed (not canceled).

Either way, it will be interesting..

Disclosure ("none" means no position):Long DOW

Visit the ValuePlays Bookstore for Great Investing Books

"Davidson": Thoughts on "Fair" vs "Free" Markets

Davidson has a very thoughtful pieces on markets, the government's roles, investors and traders vs value investors.

Wall St. Newsletters



Under the Bush Administration it would appear that “Fair Markets” which was the theme of Securities Act of 1934 and other responses to the events that produced the Great Depression became “Free Markets”. Free Markets which have little restraint become dominated by the avarice of the marginal investors who are bright enough to skirt all the laws then enforced to take undo advantage of all other investors who being responsible and in the view of these few operate within the doctrine of “Fairness”. The “Free Market” syndrome simply missed the fact that there are always individuals who will “game” the system and because they have greater resources manipulate markets for their own advantage knowing that most will follow a sense of “Fairness”. These few are not stupid people. They are very bright. Bright enough to understand the system, see its flaws and acquire the means by which to enrich themselves at the expense of others who believe in the concept of “Fairness” as originally conceived.

It would appear the April 28, 2004 SEC regulatory meeting much discussed today at which investment banks were freed to lever up to 40-50X was simply part of a general belief that “Free Markets” self-correct and self-monitor. Unfortunately what was missed is that this is only possible in a medium of complete and utter transparency. In fact, while we gradually forced Warren Buffett to expose his holdings thus taking away some of his freedom to move about the market place, we gave HF’s invisibility. We also gave these folks invisibility as to the new securities contracts they created with the incredibly wrong belief that they would self-monitor. Many including Alan Greenspan supported this construct.

“Free Markets” will never be completely transparent as individuals will always find a means to game the system dishonestly. This is why rules are necessary to make markets “Fair Markets” to all with the individual investors who are the fundamental base of all investing through their daily effort, their labor and creativity, to produce GDP. We lose sight that our economy and the stock and bond markets rest on the efforts of people earning a living. We lose sight of the fact that the investment markets are not a world unto themselves that can be mathematically analyzed and thrown in to formulas by which to create wealth. The investment markets are simply a representation of the productivity of our society. I like to think of the markets as a console full of dials. It simply measures the results of all the inputs to society as it pertains to our productivity. The markets reflect our hopes, our generosity, our legal system and our political system. The markets reflect our entire value system and how we organize our efforts to self improve.

Markets need to be “Fair” not “Free”. Transparency of every contract, every levered position, every trade and every association of one contract holder with another should be paramount. If there is an ability of one investor to gain advantage over another with secrecy, then there should be rules that forces this into the light of day so that we can determine if it is “Fair to Individual Investors”.

There should also be a “Recourse Rule”. If you buy a house today it is non-recourse to the buyer. It is up to the bank to have performed the underwriting to the level that assures safety of principle and interest. This lets single buyers own multiple homes to speculate without personal risk. We are all suffering today from the fallout of housing speculators who have walked away from recent transactions leaving our financial institutions with the losses. All obligations should carry some form of recourse to the parties involved. It would add personal risk to speculation and reduce the risk to us all. How this can be done regarding investment contracts and investment firms can be left up to them to develop a fair solution. The concept is that there should be some recourse to the individual who created the contract till the contract has terminated.

“Fairness” should be the rule-personal responsibility of behavior should be the goal. “Free Markets” leads to avoidance of responsibility. I liked Pres. Bush, but he simply got it wrong. This mess will be his legacy.



We have Traders and Value Investors. The former believes that price accounts for all information, Efficient Mkt Hypothesis. The latter believe in understanding a business and buy with cash flow, Owner’s Earnings and etc.

First, the Traders support Mark-to-Market while the Value Investors scream that it is a bogus benchmark. The Traders sell stock and if it goes down they say, “See!! If it goes down, it was meant to go down to find its real “value”!!” It is an amazing set of mental gymnastics that Traders use to convince themselves that “emotional pricing” of securities represents a valid method of “fair value accounting” for which Mark-to-Market was designed to effect.

Second, there are many, many more Traders with their simplistic approach and strong self belief/confidence than there are true Value Investors. It is easy to see that Value Investors do not by their selling create tops nor by their buying create bottoms. It appears to be more a factor that Traders simply exhausted their fire power. Where this level is I do not know. Unfortunately, “Mark-to-Market” is a destructive feed-back device. It supports erroneous contention reinforcing it’s own effect. It goes in the wrong direction till you reach such a silly level that eventually some percentage of Traders see the folly and an apparent “Value” becomes obvious. The snap back becomes very sharp.

I don’t know where that level is. Obviously this past week was not that level.



Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Greenspan, Paulson & Co, and PIMCO

My disdain for our former Fed Chair grows daily..

Wall St. Newsletters


Found this interesting post this morning.

By Mark Mitchell, Published: February 21st, 2009 9:44 PM EST

Charles Gasparino, the CNBC reporter, published an op-ed in The New York Post yesterday.

Here’s a part of what he had to say:

Earlier this year, high-flying hedge fund Paulson & Co. retained [former Federal Reserve chief Alan Greenspan] for its “advisory board.” The firm is a noted “short seller” of banks and financial stocks - meaning it makes money when these companies’ shares fall.

The thing is, Greenspan is making public comments that inevitably influence public policy and the markets - and some of those comments may well have led to his clients making a nice profit.

In a recent speech to the Economic Club of New York, Greenspan said the recession would likely “be the longest and deepest” since the Great Depression and that Congress might have to allocate more money to save the beleaguered banking system on top of the billions already gone for the Troubled Asset Recovery Program.

Then he told the Financial Times: “It may be necessary to temporarily nationalize some banks in order to facilitate a swift and orderly restructuring” of their troubled balance sheets.

Such a move would wipe out stockholders, sending shares of banks even lower - thus likely benefiting Paulson. It would also protect bondholders, helping another Greenspan client, the large bond-firm Pimco.

The question is: Why didn’t Gasparino, or anybody else, say this on CNBC?

Hedge fund manager Paul Kedrosky appeared on the network to criticize Greenspan’s relationship with Pimco, but there was no mention of the former Fed chairman spewing negativity for Paulson’s short selling operation.

More importantly, no proper journalist at CNBC has reported that short sellers use many other tactics (such as planting false stories on CNBC and manufacturing phantom stock) to demolish public companies and crush the markets.

At our nation’s leading business network, only Jim Cramer reports on this scandal. Only Jim Cramer tells America about one of the most important causes of the worst financial crisis since the 1930s.

He does so with funny sound effects while prancing around the Romper Room set of a program that is called “Mad Money.”

These days are surreal, to say the least.



Now, I'm all for free speech like the next guy. I am also for full disclosure. If Greenspan is going to give a speech on the economy, he must be required to tell us the negativity he is espousing directly benefits his clients.

He already did the historical revisionist thing last year when his book came out. He attempted to put a nice face on the mess he left Ben Bernanke with. Folks did not buy it.

Now Greenspan, "the advisor" is giving speeches as the "former Chairman of the Fed" and the opinions he is giving just happen to parrot those of his clients.

Can anyone get him to be the least bit honest....anyone??

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Sunday Humor......

This site is so funny I had tears coming down my face. I think we could all use a laugh now..

Wall St. Newsletters

It is called F$%& My Life...

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Saturday, February 21, 2009

Saturday Reading- All About Bailout

Auto's, Mortgages, Stim broken down, Ross

Wall St. Newsletters


- Bull, let them go

- Duh...

- The big "rip off"

- A buyer?
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Friday, February 20, 2009

Hotchkis & Wiley Releases Misleading Press Release About Their Holdings in Dow Chemical & Rohm & Haas

When I first read this press release, I was left wondering what I was missing. How could Hotchkis & Wiley, as a Dow shareholder as intimated in this letter want a merger now? So I did some digging and guess what I found?

Wall St. Newsletters

Here is the press release:
LOS ANGELES--(BUSINESS WIRE)--Hotchkis and Wiley Capital Management
today announced the firm has contacted Rohm and Haas Company (NYSE:ROH -
News) to express support for the closing of the acquisition of Rohm and
Haas by The Dow Chemical Company (NYSE: DOW - News) under the
contractual terms of a definitive agreement entered by Dow and Rohm and
Haas on July 10, 2008.
A large shareholder of Rohm and Haas, Hotchkis and Wiley addressed CEO
and chairman Rajiv Gupta in the following letter today:


Mr. Rajiv L Gupta
CEO and Chairman of the Board
Rohm and Haas Company
100 Independence Mall West
Philadelphia, PA 19106



Dear Mr. Gupta,

We are writing to express Hotchkis and Wiley's support for your efforts
to close the Dow Chemical transaction on its contractual terms. As a
recent top ten shareholder of Dow Chemical and current large shareholder
of Rohm and Haas, we are intimately familiar with the assets of both
companies. Additionally, we have undertaken a thorough analysis of the
merger agreement and Dow Chemical's ability to finance this transaction.

Regarding the merger agreement, our conclusion is that specific
performance is warranted. We view the contract as strong and unlikely to
be improved. It is our view that Dow Chemical should honor their
commitment. However, in the event that the agreement continues to be
breached, we want to affirm your resolve to seek specific performance
along the original terms laid out in the contract. Any change to the
original contract would merely expose shareholders of Rohm and Haas to
unnecessary risks.

Dow has a variety of options available to honor the agreement on its
original terms. These options include drawing down the bridge loan,
divesting certain assets, obtaining long-term debt financing and issuing
equity. While the current financial crisis has made financing terms less
favorable than they have been in the past, options are nevertheless
available. Any one or combination of these options would provide the
capital needed to close the transaction.

The most obvious solution for Dow Chemical is to undertake an equity
offering. This option has been available to Dow since the signing of the
agreement and continues to be available today. We believe that the
current uncertainty regarding the transaction has obscured the value of
the combined entity. We have expressed to Dow Chemical our interest in
participating in an equity offering to accommodate the transaction.

Hotchkis and Wiley has a 28 year history of investing in US equity
markets. As of December 31, 2008, we managed $10.8 billion in client
assets. We look forward to being of any help possible. Please contact me
with any questions or follow up discussion.


Sincerely,
Stan Majcher
Principal and Portfolio Manager

One problem, Hotchkis and Wiley Capital Management is no longer a shareholder in Dow chemical acording to theirrecent 13H-R SEC filing.

At no time does Hotchkiss admit they no longer are Dow shareholders. Isn't this is violation of some SEC disclosure law? Sure they say "recent top ten holder" but at no point do they admit they are "no longer a shareholder". One could assume they were a recent top ten holder and now own a lesser percentage or recently became a top ten holder. It is open to interpretation and I think was done so on purpose.

If we look at the SEC filing Hotchkiss is in Rohm at about $69 a share. That means they are underwater in their holdings at current prices by about $15 a share. This press release is a stunning attempt to manipulate public opinion and the market through a lack of transparency....

Anyone at the SEC working today????

Disclosure ("none" means no position):Long Dow , None

Visit the ValuePlays Bookstore for Great Investing Books

Mark Sellers Speech to Potential Investors


Wall St. Newsletters

Here is the speech:
Mark Selllers Speech to Investors
For those who think Sellers may not know what he is talking about, here is his track record.

Mark Sellers Q3 2008 Report
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Friday's Links

Fairness, Krugman, Gold,

Wall St. Newsletters


- This is at least good news

- Calling out the fraud

- More on it

-
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Thursday, February 19, 2009

Santelli's Rant: A "Watershead" Moment?

So, yesterday I got an email from a friend while I was out with the kids. "Did you see Santelli on CNBC?" he asked. When I inquired what he meant he told me to watch it ASAP.
Wall St. Newsletters

After I watched it, it got posted to YouTube and wow, what a reaction. As I write this is has been less than 12 hours since the video went up and already over 105,000 people have viewed it and the less than 5 minute video has received over 1,300 comments. For those who missed it, here it is:



A less than scientific look through the comments says that they are trending 10 to 1 for the sentiment expressed by Mr. Santelli. If we put aside the discussion of whether he is right or wrong, one cannot deny that he clearly touched a nerve with a ton of angry people.

If we watch the nightly news on any network we see story after story of people about to lose their homes essentially through no fault of their own. The clear implication is that were is not for extraneous factors, everything would be ok. I am sure that there is a certain segment of the population for whom that is true, of that there is no doubt. BUT,  it is impossible to have a collapse in any market like we have had in housing unless there was extreme excess from all parties, banks and buyers. The larger the fall, the more froth and irresponsibility  involved in the bubble phase. There are very few "innocent victims" here. While I am sure we can all dig to find one, I am just as sure with very little effort we can find 50 who aren't.

Back in October of 2007 I wrote about the following story:
Wilbur Ross, a self made billionaire and his son were playing golf a few weeks ago. As they finished up, their caddy approached them and wondered if he could ask them a personal finance question.

"Sure" Ross replied

"I bought 5 condo's in Scottsdale, Arizona," said the caddy "I was able to flip the first 3 but I am stuck with the last two. Should I keep making the payments on them or just walk away"?

Ross thought about it for a minute and asked "Well, were are they? Is the area nice? What else is around the complex that may be of eventual value"?

"I do not know" the caddy replied, "I've never been to Arizona"

That, is a nice neat summation of what a "bubble" in a market looks like. When your caddy thinks he is Donald Trump, it is time to take a close look at what is going on.

Where are the heart-breaking interviews on the nightly news with folks like Wilbur's caddy? Where are the "lesson learned" pieces about gamblers who rolled the dice on housing? See, we know they are out there. We also know they are the majority, not the minority in this scenario. This is why the frustration on people's part when it comes to the hundreds of billions of dollars being thrown at the "problem".

The common argument for doing it is "we have to stem the tide and save people". Well, the FDIC did that already with its first mortgage modification plan and after six months over 50% of those loans were again delinquent.

Of course the criticism of Santelli is coming. The Columbia Journalism Review was the first that I saw. It is the typical stuff. It focuses on the tone and anger of Santelli rant, and yes, that it what it was, rips a few sentences and extrapolates much more from it that what was there.

The author of the piece denigrates his knowledge of Santelli and the network with this one sentence. "Of course, he didn’t get himself into nearly this much of a lather over the trillions of dollars we’ve given to Wall Street welfare cases and the busted banks." Now, anyone who has seen Santelli or watch even just a few days of CNBC over the past two years has seen an almost daily diatribe from Rick opposing EVERY bailout that has come down the road.

To make it simple, go to Youtube and watch any video of Rick at ramdom, the thought proces is the same, government needs to stop the bailouts, all of them.

He then says that "this bailout isn't even designed to bailout homeowners but the banks". Umm... somebody might want to tell President Obama that because he has told us "this is designed to save 9 million people from losing their homes". Ooops..

Since the author of the Columbia piece clearly does not even begin to know his subject (Santelli or the bailout plan), further discussion of the "every homeowner was screwed by the banks" piece bear little more mention.

I am sure there will be others, but that is all I have now near midnight.

What is far more important that an erroneous crtisizm is the emotion Santelli has unleashed. Read the 1,300 plus comments on Youtube, read the page after page of Twitter commentary on it (here is the RSS feed for the topic and see how the blogshere lit up with the "Chicago Tea Party" Santelli suggested.

Now, personally I do not watch much CNBC (too much yelling at each other all day, gives me a headache). But what we do enables events like this to spread like wild fire. What gets me about this one is the total one-sideness of the response from people. Those who would object to Santelli are outnumbered by a gargantuan number by those who are practically throwing their arms in the air yelling "finally" as if Rick expressed everything they have been feeling but not seeing in the MSM.

Politicians may want to look at this before they do something else, people are not happy out there and it isn't just because we are in a recession. It is because we feel the most aid and help is going to those people and institutions who got us in this very mess. that is infuriating for people who have behaved responsibly.

It should be noted that isn't because of what they aren't doing in Washington, but what they are and that is a huge difference.


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Fairholme Funds Conference Call

This is a great call. Bruce Berkowitz, who runs the Fairholme Funds (FAIRX) is frank and very honest..

Wall St. Newsletters


Fairholme Nov. 2008 Conference Call


Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

Santelli "Part Deux"

The first video is getting about 100 comments an hour over on YouTube. I think it is pretty clear Santelli struck a real nerve with people...

Wall St. Newsletters




Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wilbur Ross Calls Out JP Morgan and Citigroup CEO's $$

Another great guest. Wilbur is now my favorite investor......I love honesty. Wilbur takes JP Morgan's (JPM) Dimon and Citigroup's (C) Pandit to task for their blatant intellectual dishonesty..

Wall St. Newsletters




Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Rick Santelli's Rant "An Anthem for Responsible People" $$

Finally someone in the MSM says what everyone else is thinking....if there is a God, this will resonate in Washington ...please pass this along..

Wall St. Newsletters





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Air Travel Nosedives in December and January

More bad news for those who think we may have a rebound coming soon. Key point, this takes into account world travel also so the results in Asia are noted.

Wall St. Newsletters


Premium Monitor Dec08


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Thursday's Links

NY Gov., Solar shingles, Pakistan, "Cowards"

Wall St. Newsletters


- Any wonder people distrust politicians?

- They are coming

- Nuclear powers cannot become unstable

- Will anyone in the MSM have the balls to call him out on this? Don't think so either

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wednesday, February 18, 2009

Will Rohm & Haas Win in Court vs Dow? Not so Fast

I have been trying to make this point for a while. He is another take on it re: the Rohm & Hass (ROH) / Dow Chemical (DOW) litigation is not the slam dunk some seem to think it is. This is from Peter Friedman, a law professor and former Wall Street attorney.

Wall St. Newsletters


Here is the post...

Courts are supposed to do justice even if doing so costs individuals a lot of money.

Joe Nocera writes in the New York Times that to even suggest “that maybe, just maybe, deals that stop making sense ought to be called off, or at least rejiggered, especially in the middle of a once-in-a-lifetime financial crisis - invites withering scorn, especially if you say it to someone on Wall Street or in the legal profession.”

I’ve worked in the legal profession on Wall Street, and I like to think that when what the law seems to compel makes no sense the law has the capacity to adjust, to do justice instead of nonsense. My thinking isn’t purely the product of naivete and idealism. There really is a legal (or, rather, for the lawyers among my readers, an equitable) argument to stop the particular deal Nocera is writing about. Moreover, that argument is precisely that the deal makes no sense to an interest — the public — much more important than the individuals who would profit mightily from the deal.

Here’s the deal: “Last summer, the Dow Chemical Company won a heated auction for a well-run, highly valued specialty chemical company called Rohm & Haas. . . . The price it agreed to pay was high: $78 a share in cash, a 74 percent premium, for a total of about $15.3 billion.” The problem is that in light of the global financial crisis and a collapse of the chemical business, if the deal goes through the resulting Dow/Rohm & Haas entity “could be badly damaged, saddled with high-priced debt in a horrible business environment, and a junk bond credit rating.”

What does that mean? It means that if the deal goes through Dow would need to strip itself to the bare bones to survive or would collapse altogether. This while “Dow Chemical employs around 45,000 people; Rohm & Haas employs more than 15,000.” This while “the American chemical industry - which was suffering even before the financial crisis because of the rise of commodity chemical companies in China and elsewhere - is going to be in a bad place for the foreseeable future.” This “[a]t a time when every job matters, and when the economy is holding on for dear life . . .”

In return, the shareholders of Rohm & Haas will get $15.3 billion. According to Answers.com, ‘the Haas family, descendants of one of the company’s two founders, continue to control a substantial ownership interest of nearly 30 percent” of those shares. So the the Haas family and the other Rohm & Haas shareholders are suing for “specific performance” of the contract with Dow; that is, they are asking a Delaware court to order Dow to go through with the deal to buy Rohm & Haas for $15.3 billion.

I’m not sure why there’s “withering scorn” for the suggestion that a court might refuse to enforce a deal that threatens 60,000 jobs and, as Nocera writes, would probably destroy “billions of dollars of value.” It’s no stretch to suggest that at a time of global economic collapse and at a time when President Obama is fighting to inject billions of dollars into the economy, the deal is not in the public interest.

Why am I willing to defy the withering scorn of the Wall Street experts? Because specific performance, the remedy Rohm & Haas is asking the court to grant, is an what is known as an “equitable” remedy. In order to show it is entitled to equitable relief, Rohm & Haas must show that the outcome makes sense even after the court balances “all the equities” involved. In other words, the court must determine whether, considering all of the interests at stake in the lawsuit, ordering the deal to go through would be more fair than unfair. The public interest plainly is one of those interests the court must consider. Because the deal poses such a great threat to the public interest, the equities do not favor the deal; the equities, in fact, weigh heavily against enforcing the contract between Dow and Rohm & Haas.

In legalese, Corporate and Commercial Practice in Delaware confirms that this is the law in Delaware:

[I]f specific performance of a contract would cause significant public harm, then the Court has discretion to deny such relief, even where a breach of contract and substantial harm to plaintiff have been established . . .

1-12 Corp & Commercial Practice in DE Court of Chancery § 12.03 (Matthew Bender 2008), citing Alro Assoc., L.P. v. Hayward, CA 19544 (Del. Ch. Oct. 31, 2003), mem. op. at 22-26 (holding that where plaintiff had established breach of contract by Delaware Department of Transportation and where Court had assumed irreparable harm to plaintiff, specific performance was not appropriate due to a balance of equities weighing strongly in favor of public interest).

Courts really are supposed to do justice notwithstanding the fact Wall Street expresses withering scorn at the thought.


Link to original post

Now, Dow is trading as if they will be forced to complete the transaction on after the trial in March. Should that not be the case, shares should surge...


Disclosure ("none" means no position):Long DOW

Visit the ValuePlays Bookstore for Great Investing Books

January FOMC Minutes

I am shocked on average they only see 8% unemployment in 2010. One has to be concerned they fully do not grasp the situation.

Wall St. Newsletters


Jan. 2009 FOMC Minutes


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wal-Mart Earnings Call (audio)

Anyone want to guess where the $800 tax breaks coming up will be spent? Yeah...me too, Wal-Mart (WMT)

Wall St. Newsletters





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Frontline: The Finiancial Crisis $$

This is good......and scary

Wall St. Newsletters





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

International Currencies and Tobacco $$

This is a piggyback to a post two weeks ago about Phillip Morris International (PM) and their guidance for 2009.

Wall St. Newsletters


In the post I was looking at the possible effect of the US Dollar on their results. Yesterday CFO Hermann Waldemer was in NYC and gave the following talk on the subject (slide presentation is at the end):

We expect our underlying business performance to add 33 to 48 cents to our EPS in 2009, representing a growth rate of 10 to 14%. This strong performance will regretfully be overshadowed by a significant currency hit. Our EPS guidance for 2009 is based on exchange rates prevailing in early February.

Making predictions about currencies is particularly difficult at present due to the huge volatility, which is illustrated by the fact that the adverse currency impact would have been 40 cents, or only half, at the exchange rates prevailing just a few weeks ago in mid December 2008.

The chart shows the evolution in the exchange rate of the Dollar against the Euro for the period 2007 through early 2009.

PMI benefited from a favorable currency situation during the first nine months of 2008. In September, the US Dollar started to strengthen significantly as it was perceived as a “safe haven” in turbulent financial times. As a result, there was an adverse currency impact from the Euro on our fourth quarter results.

After significant volatility in December, the US Dollar has once more strengthened in the wake of election optimism in the USA and weak economic data in the EU and stood at 1.28 in early February, when we established our EPS guidance.

Since the beginning of September, we have also witnessed a strong depreciation of many emerging market currencies against the US Dollar, the most notable being the 47% decline in the value of the Russian Ruble and the 74% decline in the value of the Ukrainian Hryvnia.

Many in the investment community have expressed surprise at the magnitude of the currency unfavorability that we have disclosed. Let me try to explain this impact in greater detail first by addressing our exposure by underlying currency. As we mentioned during our earnings call, the currencies in the key emerging markets of Mexico, Russia, Turkey and Ukraine account for 58 cents of the total foreseen adverse variance of 80 cents, while other emerging market currencies are 11 cents negative.
The decline in the Euro is expected to have an adverse impact of 13 cents and other developed market currencies another 16 cents. This is expected to be partially offset by a 15 cent positive impact from the Japanese Yen and a 3 cent positive impact generated by the conversion of our Swiss Franc costs into US Dollars at more favorable rates.

I would like to stress that the breakdown of the variance is based on underlying currencies and that this does not necessarily equate to the impact on individual market profitability. Let me elaborate further.

Currency, whether positive or adverse, has a straight line impact on net revenues. From our discussions, it appears that some models used outside PMI, which cannot replicate the underlying details of our business model, have sought to simplify the complex effect of currency movements by applying a similar rule to profitability. However, the relationship between currency and OCI is neither linear nor simple nor consistent across our wide range of markets. What happens is that the impact of favorable and unfavorable currency movements on OCI is also influenced by the extent to which there are elements in the cost structure that are not in local currency.
Let me use a theoretical example to illustrate this. Market X has net revenues of $2.0 billion, but faces a currency depreciation of 25%. The impact on net revenues will be a decline of $500 million or 25% to $1.5 billion. If all the costs were in local currency, they would also go down by 25% and OCI of $1.2 billion in this example would decline to $900 million.

However, if half the costs in this market were in US Dollars, be they leaf costs, direct materials or marketing expenses, then total costs in this market would decline not to $600 million but to $700 million. As a result, OCI would decline to $800 million, or by 33%, and the OCI margin would decrease from 60% to 53%.

The same effect would of course work in reverse in the event that the local currency appreciated.

To what extent can we directly protect ourselves against currency swings through hedging?

Let me reiterate that it is our policy never to carry out income hedges - or what we call “translation hedges”. Such hedges are purely speculative and would have a significant unpredictable impact on the company’s profitability. We at PMI run a solid and prudent business and therefore will not speculate on currencies.
However, we do seek to protect our business, where appropriate and feasible, through so-called “transaction hedges”. The two main examples are the hedging of the Japanese Yen on the sale of cigarettes to our affiliate in Japan and the hedging of the US Dollar on the purchase of tobacco leaf.

Opportunities for additional transaction hedges are however quite limited. They are generally not available at acceptable costs due to the large interest differentials and the applied volatility charges or simply non-existent in large quantities in our key emerging market currencies.


He then looked at how currencies can effect costs:
Let’s look at PMI’s cost structure.
In 2008, our total costs above the OCI line were $16.2 billon, of which $9.3 billion represented Costs of Goods Sold and $6.9 billion marketing, overheads and other expenses.

Tobacco leaf is the single largest component in our cost structure with $3.6 billion in 2008. In terms of currency denomination in our P&L, 26% of these costs are in US Dollars, 48% in Euros and 26% in other currencies.

PMI purchases tobacco leaf from a number of countries. The most important sources of leaf are Argentina, Brazil, Greece, Malawi, Turkey and the USA.

Tobacco leaf is fundamentally a US Dollar denominated agricultural crop. However, PMI converts a large part of its leaf purchases into Euros for inventory and balance sheet valuation purposes and this currency is subsequently used in transactions with local affiliates.

Direct materials account for $2.4 billion in costs. In terms of currency, 60% are in Euros, 26% in Dollars and 14% in other currencies.

Other elements of our Cost of Goods Sold total $3.3 billion with the majority of these costs being denominated in local currencies, which here would include part of the Euro total due to our large production volume in the EU.

Likewise our $6.9 billion in sales allowances, marketing expenditures, overheads and other expenses above the OCI level are predominantly accounted for in local currency, though with 12% the Swiss Franc is relatively important, reflecting the location of our operations center in Lausanne, Switzerland.

While this gives you the overall picture, it should be stressed that there are significant regional variations in the currency split of PMI’s costs, as illustrated here with the examples of Indonesia and Russia.

In Indonesia, 88% of our costs are in Rupiah, while in Russia only 39% of our costs are denominated in Rubles. This reflects the greater Dollar and Euro sourcing of leaf tobacco and direct materials in Russia. In Indonesia, we are able to include local tobacco in our cigarette production and cloves are sourced locally. In both countries, marketing and support function costs are predominantly accounted for in their respective local currency.

The Russian example also highlights the importance to PMI not only of movements of the Ruble against the Dollar but also the Ruble against the Euro.

Let me close this section on currency by highlighting the fact that the Japanese Yen is the only major currency which has appreciated in value since the beginning of 2008. All our other main currencies have moved in the same unfavorable direction, some with large declines, thus amplifying the adverse impact. History has generally shown that large currency swings tend to be at least partially reversed over time so we are optimistic that these strong currency headwinds will be temporary.


Here is the slide presentation:
Phillip Morris International 2/17/2009 Presentation

Disclosure ("none" means no position):Long PM

Visit the ValuePlays Bookstore for Great Investing Books

Greenlight Capital 2008 Annual Report $$

Buying Gold (GLD) ......

Wall St. Newsletters

Greenlight Capital 2008 Annual Report

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wednesday's Links

Japan, Gold, Media, Flash

Wall St. Newsletters


- Everyone wants to "avoid the Japanese's situation" but, do they really know what that is?

- More information

- Good thing they are "neutral"....... right

- Video on phones...a great post
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Tuesday, February 17, 2009

Pershing Square Files 13F....Back to the Beginning $$

No more AIG (AIG), Lowes (LOW) or Mastercard (MA). Ackman did not take Wells Fargo (WFC) shares in the Wachobia (WB) buyout, he added REIT's General Growth Properties (GGP) and Alexanders (ALX) 

Wall St. Newsletters


So, what is the "back to the beginning" stuff? Remember a young college student Bill Ackman? He paid half his tuition as a student by snapping up shares in Alexander's Inc. at $8.50, days before the retailer went bankrupt. As he suspected, the real estate proved so valuable the shares now trade at nearly $57 (in 1993 when it was reported). Alexanders now trades at $157,down from $425 in September.

For those wondering, the General Growth Properties investment is an identical bet by Ackman (read more about it here).

November 2008 Filing:


Feb. 2009 Filing





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Warren Buffett 1976 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters

Warren Buffett 1976 Letter to Berkshire Hathaway Shareholders


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Warren Buffett's 1975 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters

Warren Buffett 1975 Letter to Berkshire Hathaway Shareholders


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Warren Buffett 1974 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters

Warren Buffet 1974 Letter to Berkshire Shareholders

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Warren Buffett's 1973 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters


Warren Buffett's 1973 Letter to Berkshire Hathaway Shareholders

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Warren Buffett's 1972 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters


Warren Bufett Letter to Berkshire Hathaway Shareholders 1972

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Warren Buffett's 1971 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters

Berkshire Hathaway 1971 Shareholder Letter


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Keneth Chace's 1969 Letter to Berkshire Hathaway Shareholders


Wall St. Newsletters

Ken Chace 1969 Letter to Berkshire Shareholders

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Tuesday's Links

Stephanoplis & Rahm, Subs, NAV, NPR

Wall St. Newsletters


- I guess we now know where George gets his "view"

- I was ok not knowing this

- George has some Ben Graham picks. Great job George

- You can be associated with us, just don't criticize the Obama's

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Monday, February 16, 2009

Do We Get A "V"??

There is a growing chorus that feels the current situation will be resolved with a "V" recovery in which upside is a violent as the downside has been. To wit:

Wall St. Newsletters

Here is the theory:


"Davidson" submits:
Wesbury has had this stance for some time. One way I would explain this is that this was not a consumer lead economic slow down. Consumers were actually still in good shape re: credit scores and could have continued to buy cars and houses if the lending institutions were lending. BUT, the lending institutions stopped lending and consumer sales hit a wall. Consumers do not stop dead this way, especially after nearly 3yrs of slow down that began at the beginning of 2006 in housing and autos. This whole slow down is an institutional/governmental heart attack on top of a normal slow down that began with the effect of Mark-to-Market on Lehman, AIG, Bear Stearns and then was kicked over the cliff with SEC Cox’ ban on short selling.

This has been such a misunderstood economic panic that was caused by first cheap money, then encouraged by political avarice, fostered by poor regulation and the incredibly stupid belief in the “Free Markets Self Correct” syndrome and then topped off by incredibly inane elimination of the “Up-Tick Rule”, the passive approach to naked short selling, the political decision to let Lehman fail so that Republicans could display some “Character?” during the Presidential election and the rest is history. The consumer was in fact OK till the credit markets and importantly the Money Markets seized with now bankrupt Lehman commercial paper.

Politicians and regulators just do not see that it is they who are the problem, it is they who have failed to act in accordance with the regulations that they passed. Politicians and regulators are looking for some one else to blame because they are so thick in the middle of causing this mess that I really don’t think they even have a clue as to what they have done. And they think that they are the solution to the problem??

The market is healing on its own. That this is occurring you can see from the rise in Treasury rates as funds flow into various market channels looking for opportunity. I watch with fascination the activities of Warren Buffett and numerous savvy investors buying up discounted assets especially real estate. The signs are there for all to see.

I am all in and have been since January ’09.


Could it be? Consider the following chart from Howard Lindzon


It shows, far from being an abnormality, "V" recoveries in equity markets are the norm. Now, the question we need to answer is "Are we at the bottom of the "V" or are we going down to a point between where we are now and the bottom of the 1931 "V"?"

The optimists will say we are at the bottom while the pessimist will say we will pass 1931. I lay not in either camp. My take is that we fall further then shoot up. How much further, who knows, and anyone who tells you they do is lying, they are guessing. My take is that based on the news flow and economics trends, which are still negative in the aggregate, more downside is in store. I know recent numbers have been encouraging but a month does not a trend make (nor does two).

In that vein, Henry Blodget writes:


Prof Shiller's work (above chart) shows clearly that stock values are mean-reverting. The only trouble is the time they take to mean-revert. If things go badly over the next few years, stocks could bounce along the bottom for another decade or more.

For example, Jeremy Grantham, whose shop (GMO) produced the forecasts above, reminds us what happened in the 1970s:

"Today all equities are moderately – one might say, boringly – cheap. The forecast for the S&P has been jumping around +6% to +7% real, with other global equities slightly higher. 

To put that in perspective, a 1-year forecast done on the same basis we use today that started in December 1974 would have predicted a 14% return (which, by the way, it did not deliver since the market stayed so cheap). For August 1982, the forecast would have been shockingly high – over 20% real! So do not think for a second that this is as low as markets can get. "

(It's worth noting, though, that 1982 was the start of the great bull market. Jeremy also warns of the possibility of another sucker's rally, so don't get too comfortable waiting for the bottom:

"Now, I admit that Greenspan and 9/11 tax cuts caused the “greatest sucker rally in history” from 2002-07. We therefore cannot rule out another aberrant phase in which extreme stimulus causes the market to rally once again to an overpriced level for a few more years, thus postponing the opportunity to make excellent long-term investments yet again. But I think it’s unlikely. "

One thing seems certain: Stocks are cheaper now than they have been at any time in the past two decades. That's encouraging for those with another couple of decades to invest and--increasingly rare these days--cash to put to work.


We'll see....I think we have a bit deeper on the "V" to go..


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Monday's Links

Cool, Cat fight, Failed Banks, Crazy lady

Wall St. Newsletters


- This is a really cool site

- OK....not the place to have this out


- Here is the list

- OMG...Women misses flight


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Sunday, February 15, 2009

The Mark-To-Market Debate Continued

A follow-up to last weeks conversation...

Wall St. Newsletters


"Davidson" chimes in about the following piece:
"Wesbury had a follow-up to his prediction that last Monday would see some Mark-to-Market modification. He stated that Sen. Dodd had told him that this would happen and my guess that Wesbury was so miffed at being used as a trial balloon that he decided to reveal his source in this video. Keep up the pressure on this issue as the tide is turning I think."







Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Saturday, February 14, 2009

Saturday Humor


Wall St. Newsletters


Sony Releases New Stupid Piece Of Shit That Doesn't Fucking Work





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Monish Pabrai 2008 Year End Letter


Wall St. Newsletters

Pabrai Investment Funds 08 Year End Letter

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

"Not One Member Has Read This Bill"

How in good conscious can you vote on something you have not read???

Wall St. Newsletters




Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Saturday's Links

MSM, "Failure", China, Inventory

Wall St. Newsletters


- Um...did they not know who Barry was (ie. not a "shill")?

- I'm not a fan of the guy but this is a bit premature..

- This is truly troubling

- When things do turn, it could be explosive
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Friday, February 13, 2009

Fariholme Files 13F: Adds Amex, Dumps Berkshire $$

Some interesting moves here from Bruce Berkowitz at Fairholme (FAIRX)

Wall St. Newsletters



Sept. Filing

December Filing


Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

David Einhorn's Greenlight Capital Releases 13F

He added 3 million shares of Dow Chemical (DOW) in Q4.

Wall St. Newsletters







Visit the ValuePlays Bookstore for Great Investing Books

State by State Impact of Stimulus Bill

Read it.......and weep.....what a steaming pile of horse dung....sorry, no better way to say it

Wall St. Newsletters


Recovery Act State-specific Impact One-pagers 2-11


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Charlie Munger Speech at UCSB

Titled: "Academic Economics: Strengths and Faults After Considering Interdisciplinary Needs"

Wall St. Newsletters

Munger UCSBspeech


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Baupost Group Files Quarterly Report

Seth Klarman's Baupost Group has filed it latest quarterly report.

Wall St. Newsletters
Here are the holdings:

Rich Gordon on TARP

Wells Fargo's (WFC) Rich Gordon talks about the next wave of the TARP. You can finds Rich's work regularly on Wall St. Media

Wall St. Newsletters





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Starbucks New Moto: "Now We're The Most Expensive in Instant Too!!"

This is a joke....... Not too long from now business school students will be doing case studies on the "destruction of the Starbucks (SBUX) brand".

Wall St. Newsletters


Remember this memo?
Over the past ten years, in order to achieve the growth, development, and scale necessary to go from less than 1,000 stores to 13,000 stores and beyond, we have had to make a series of decisions that, in retrospect, have lead to the watering down of the Starbucks experience, and, what some might call the commoditization of our brand.

Many of these decisions were probably right at the time, and on their own merit would not have created the dilution of the experience; but in this case, the sum is much greater and, unfortunately, much more damaging than the individual pieces. For example, when we went to automatic espresso machines, we solved a major problem in terms of speed of service and efficiency. At the same time, we overlooked the fact that we would remove much of the romance and theatre that was in play with the use of the La Marzocca machines. This specific decision became even more damaging when the height of the machines, which are now in thousands of stores, blocked the visual sight line the customer previously had to watch the drink being made, and for the intimate experience with the barista. This, coupled with the need for fresh roasted coffee in every North America city and every international market, moved us toward the decision and the need for flavor locked packaging. Again, the right decision at the right time, and once again I believe we overlooked the cause and the affect of flavor lock in our stores. We achieved fresh roasted bagged coffee, but at what cost? The loss of aroma -- perhaps the most powerful non-verbal signal we had in our stores; the loss of our people scooping fresh coffee from the bins and grinding it fresh in front of the customer, and once again stripping the store of tradition and our heritage? Then we moved to store design. Clearly we have had to streamline store design to gain efficiencies of scale and to make sure we had the ROI on sales to investment ratios that would satisfy the financial side of our business. However, one of the results has been stores that no longer have the soul of the past and reflect a chain of stores vs. the warm feeling of a neighborhood store. Some people even call our stores sterile, cookie cutter, no longer reflecting the passion our partners feel about our coffee. In fact, I am not sure people today even know we are roasting coffee. You certainly can't get the message from being in our stores. The merchandise, more art than science, is far removed from being the merchant that I believe we can be and certainly at a minimum should support the foundation of our coffee heritage. Some stores don't have coffee grinders, French presses from Bodum, or even coffee filters.

Now that I have provided you with a list of some of the underlying issues that I believe we need to solve, let me say at the outset that we have all been part of these decisions. I take full responsibility myself, but we desperately need to look into the mirror and realize it's time to get back to the core and make the changes necessary to evoke the heritage, the tradition, and the passion that we all have for the true Starbucks experience. While the current state of affairs for the most part is self induced, that has lead to competitors of all kinds, small and large coffee companies, fast food operators, and mom and pops, to position themselves in a way that creates awareness, trial and loyalty of people who previously have been Starbucks customers. This must be eradicated.


So, this was the "new" direction Howard Schultz was taking the company in March 2007.

Fast forward....

From the NY Times:
Starbucks is moving into the instant coffee market as it works to shake off its reputation as a seller of expensive coffee drinks.

The company, based in Seattle, plans to unveil Via instant coffee on Tuesday and make it available next month.

Starbucks says Via was in development for 20 years and replicates the taste of its coffee. Three single-serve Via packets will cost $2.95, and 12 packets will be $9.95.

The move pits the company, which already sells its coffee beans in grocery stores and in its own shops, against giant food sellers with established instant coffee brands, including Nestle, the maker of Nescafe, and Kraft Foods, the maker of Sanka.

Instant coffee, which Starbucks says has a $17 billion global market, was more popular decades ago in the United States and remains a staple in parts of Europe and Asia.

“Starbucks is trying to go where the customer is,” Tom Forte of the Telsey Advisory Group said.

Starbucks is “giving a customer an opportunity to experience the brand at a lower price point,” Mr. Forte said. “The company is being aggressive in trying to generate sales in an increasingly weak economic environment.”


Simple analysis is that Starbucks once again has no idea about its market. "20 somethings" do not "trade down" to instant because a Starbucks label is slapped on the package. Nor will your 80 year grandmother switch from her Folgers to pay 3 times as much for Starbucks instant. Mystifying...

This does not move the needle on people's thought process from "expensive" to "value". It moves it from "quality" to "crap". Somewhere McDonalds (MCD) exects are laughing their asses off on this one

Nice job Howard....

Disclosure ("none" means no position):Long MCD, none

Visit the ValuePlays Bookstore for Great Investing Books

"Mark to Market" ....It Continues

A follow-up to my recent post.

Wall St. Newsletters


Tradefast Says:
To my point- it isn't just the market for stocks and snow shovels which exhbit cyclical/predictable patterns. These patterns are also apparent in the market for physical business assets - plant and equipment.

Pick a major steel company, a paper company, a chemical company (without loss of generality)- if the company had to dispose of all their plants at the bid side of today's market, would any of these companies be solvent. Why? Because the bid/ask spread for these physical assets is exceedingly wide in a recession. If you marked all of U.S. Steel's assets to the price where they can sell a marginal ton of capacity, X would be bankrupt. Fortunately, X is under no pressure to liquidate assets - so we can all play along with the assumption that the company is solvent, with a very substantial net worth.

Ah, but what about the banks? No such benefit of the doubt is given to banks. We assume that if a bank has assets with a wide bid/ask, the bank must be camoflauging the fact that they are insolvent and most of their assets are 'toxic'. The market is broken, illiquidity premiums are enormous, bid/ask spreads on bank assets are in disequilibrium, and mark-to-market account rules need to be repealed, ASAP. I expect the accounting rules to change, probably within a week.


My two cents:
There have been rumors all week that some repeal of it is in the works. Not a full reversal of the policy, but one that deals with illiquid securities that essentially have no market. When forced to liquidate, the seller takes whatever the buyer offers. That then sets the market for all other securities held by all whether they need to sell or not.

In its basic essence, mark to market empowers to weakest holder of securities to set the value of the strongest's, thus dragging down the whole system to its level. That is not what capitalism is about. The strong are supposed to survive and prosper while the weak fall by themselves to the wayside.

What has happened now is the weak, far from falling by the wayside have become a massive anchor on the whole system........not good.


Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Another Loss for Tobacco in Court

I have a feeling this is but the tip of an iceberg for Altria (MO)....

Wall St. Newsletters


Jane Genova Reports:
A major blow for the tobacco industry, reports THE WALL STREET JOURNAL, "A jury decided Thursday that a longtime chain-smoker's death from long cancer was caused by nicotine addicton, a potentially costly loss for tobacco giant Philip Morris and an important test for thousands of similar Florida lawsuits."

This was the first of 8000 such personal-injury cases. In 2006, the FL Supreme Court had upheld the complaint that the tobacco industry had knowingly sold potentially harmful products while hiding the health risks. However, it also tossed the $145 billion jury award in a class action lawsuit. As a result, plaintiff attorneys began filing personal injury complaints.

In this particular case, filed by Elaine Hess a widow of a smoker, the attorneys are expected to request millions of dollars. For BigTobacco, this could be bankruptcy by a millions of cuts.


When I sold Altria in December of last year at the time I said:

Altria. It has been a wonderful investment bought back in 2000 for a now adjusted $4 a share it has produced shares of Kraft (KFT), sold, and Phillip Morris International (PM), still held. It has also produce thousands of dollars in dividends over the years. I will hold PMI as it yields 5%, has great growth prospects and little ligation risk.

But, I fear things are going to take a turn for the worse here domestically and with already owning shares of the international tobacco operations, it is time to exit. Will the upcoming purchase is UST (UST) help earnings? Yes. Will it offset the upcoming deluge of lawsuits against the company? Not so sure. Having Tom Daschle at HHS is also a bad omen. Whatever grand plans he has for universal health care will undoubtedly be funded in part on the back of cigarette companies through litigation or its customers through oppressive taxes.

The irony of the tax argument is that it is a "negative" not "progressive" tax. We know the less education a person has, the more likely they are to smoke. We also know that those with less education tend to be lower income earners. It this case, raising taxes to these addicts decreases their disposable income to fund grand ideas of health care for all. Nice..."soak the poor"


Now Daschle has flamed out, but insert whomever is next and the song is the same

State governments starved for cash will not "kill the golden goose" and bankrupt tobacco companies (that and tobacco lawyers are infinitely smarted than legislators). BUT, they also will be determined to leave little behind for shareholders....

Hypocrisy at its highest

Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

Thursday, February 12, 2009

"Davidson" Says: PG Is A Buy!!

"Davidson" is back with a breakdown of Proctor & Gamble (PG)

Wall St. Newsletters

He writes:
I calculated the ROE/Multiple of BV for PG from 2000 till the lastest Morningstar report. Gillette was bought in 2006 and it was a transition year which did not have simple year end values.

For the time period the Current Market Rate of Return has been between 5-6%. Currently the value is 5.4% and for a return that makes a LgCap equity attractive the average is 150% x CMRR = 8.1%

With PG about $52shr this makes it buyable for the 1st time in the last 10yrs. I have looked at the margins and have been very impressed with the debt pay down from 80% Debt/Equity in 2005 to 32% today, this company has very a conservative financial position and appear to have seen our current environment coming. Their business has been steady even during the last slow down 2001-2003. Business is international with a manageable commodity input cost.



He provides the following information:


Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

Berkshire Now Just Might Be A Buy??

After a a year of saying Berkshire Hathaway (BRK.A) was no value, I'm thinking it just may be getting there.

Wall St. Newsletters




In July 2008 I said:
Wholly-owned subs such as Shaw Industries, Clayton Homes, Jordan's Furniture (the are 4 furniture companies), Benjamin Moore, Home Services and Acme Brick and directly tied to housing and will suffer in the downturn.

For all its holdings, Berkshire is essentially an insurance company. It has operated under "perfect" conditions for the last two years according to Buffett and eventually to run must end. Premiums are already falling and as houses are re-poed and fewer new cars are purchase, insurance premiums derived from those products will fall accordingly. I know people who are looking at homeowners and auto policies for way to decrease coverage and save money. Whether or not this is a good idea is irrelevant (I do not think it is), it is happening. Throw in a hurricane or two (we are due) and insurance could suffer quite a poor year.

For more on Berkshire's insurance read this former post:

Back in March when shares sat at $133,000 I argued they were not a "value". Today they sit at $111,000. Are they a value now? Perhaps but one also has to expect that the near term, if Tilson is correct is fraught with potholes for Berkshire and earnings ought to take a hit.

Based on that, share price ought to suffer also meaning you will probably be able to pick them up cheaper down the road. If I owned shares would I sell? If I needed the money in the next year, yes. If I had a multi-year time frame would I sell? No. If that was the case I would be watching down the road for a cheaper entry price, I think you'll get it.


What has happened since then?

From Barrons:
Berkshire agreed to purchase $150 million of 10 1/8% notes due in 2015 and $250 million of 10 3/8% notes due in 2018 from Birmingham, Ala.-based Vulcan. The note sale was reported in late January, but Vulcan didn't identify the buyer of the notes until Tuesday's earnings conference call.

Other recent Berkshire bond purchases include $300 million of Harley Davidson Inc. (HOG) 15% notes due in 2014 and $150 million of Sealed Air 12% notes due in 2014.

These purchases follow big transactions in the fourth quarter, when Berkshire purchased $5 billion of 10% preferred stock from Goldman Sachs (GS) and $3 billion of 10% preferred from General Electric (GE). Both those deals came with a sizable amount of equity warrants. During October, Berkshire also bought $4.4 billion of 11.45% subordinated notes and $2.1 billion of 5% preferred stock issued by Wrigley, which was purchased by Mars in a leveraged buyout.

One deal that Buffett probably regrets is his agreement to purchase $3 billion of convertible preferred stock in Dow Chemical Co. (DOW) if it goes forward with its deal to buy chemical maker Rohm & Haas Co. (ROH) for $15 billion. Berkshire's purchase is contingent on the consummation of the deal.

Buffett may be hoping that the deal dies, or that Dow comes back to Berkshire with more generous terms to get a larger investment from Berkshire if Dow goes forward with the deal. Dow is resisting completion of the transaction, arguing that the debt that it would have to take on would be ruinous financially. As it stands, the Dow convertible preferred that Berkshire agreed to purchase will carry an 8.5% interest rate and a conversion price around $40, way above Dow's current share price of $10.


If we do some simple math, Bekshire has put roughly $17.9 billion to work at 10%. That will provide Berkshire $1.7 billion a year for the next three years (some of it may convert to equity at that point). When one considers Berkshire has earned $7.8 billion of the last 12 months (Q4 2008 numbers not released yet), Buffett's recent moved will add 21% to those earnings.

Now, insurance. Yes as stated above, the party is over but, rates are scheduled for increases. As insurance companies look to cover losses in investment portfolio's, the aggressive pricing that has taken place in the past few years will abate, causing industry rates to rise. Also, one should expect those insurance companies feeling the pinch to take fewer larger risks. Since this is an area Berkshire loves to play in, fewer players will mean stronger pricing power on the part of Berkshire.

We will not a resurgence to the "glory years" in insurance, but conditions for the first time in a few years will improve. Remember, Berkshire is essentially an insurance company, since that business seems to have stabilized, being the best of that lot, we must assume Berkhsire has.

Berkshire's investment portfolio has been hurt this year by the weak showing of some of its major equity investments, Wells Fargo (WFC), U.S. Bancorp (USB), Kraft (KFT), Coca-Cola (K) and Procter & Gamble (PG). While prices here are depressed, there is no permanent impairment to earnings and that is a point being missed by folks. To believe these companies will be at depressed prices 3 years from now means the global economy will not recover. If you believe that, buying any equity is a waste of time.

Berkshire is big holder of those three companies' shares and it also is short $37 billion of long-dated put options on the S&P 500 and other equity indexes. As the market has dropped, Berkshire has taken a charge to earnings (no cash) in the write-down of the value of these options. When the market rises, the opposite will happen (write-up). Again, to assume no improvement here implies US business is stagnant for the next decade.

Now, Berkshire is down roughly 33% since my fist post on it. The difference now is that several of its businesses are showing signs of life and Buffett has put billions to work at 10% vs the pittance is was getting previously in Treasuries.

The next piece of the puzzle is the Berkshire manufacturing businesses listed above. They will turn when the economy does. If you believe that is the 2nd half of this year, the time to buy is now. If you believe that is 2010, you have time to wait.

Will Berkshire go lower? I do not know but I do know that there isn't a good reason for it to go much lower barring further dramatic worldwide economic collapse.

Time will tell but I think Berkhsire at its current levels do not have much more downside....

Disclosure ("none" means no position):Long WFC, none

Visit the ValuePlays Bookstore for Great Investing Books

Thursday's Links...Obama "Unplugged"

Barack Obama unplugged.....

Wall St. Newsletters

- Regarding fries

- Regarding "white folk"

- Regarding the Presidency

- Regarding some guy
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wednesday, February 11, 2009

RealMoney Column Posted

I have started contributing to Realmoney.com and TheStreet.com and my first column has been posted

Wall St. Newsletters


For those with a subscription, you can read it here

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Berkshire Files 13D in Goldman Sachs $$

Berkshire Hathaway (BRK.A) and Buffett hold 8.6% of the common in Goldman Sachs (GS)

Wall St. Newsletters


"Explanatory Note: The Reporting Persons had intended to file this Schedule 13G pursuant to Rule 13d-1(b), pursuant to which it would have been timely filed on February 17, 2009. In the course of preparing this Schedule 13G, the Reporting Persons determined that BH Finance, LLC, which is not an entity specified in §240.13d-1(b)(1)(ii)(A) through (J), owns slightly more than 1% of the Issuer’s outstanding common stock, making the Reporting Persons ineligible for Rule 13d-1(b). All shares of Common Stock of The Goldman Sachs Group, Inc. reported in this Schedule 13G are held in the form of warrants exercisable by the Reporting Persons within 60 days."

Full filing


Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

Berkshire Hathaway Files 13D/A in USG $$

Berkshire Hathaway (BRK.A) now has 34% of USG (USG)

Wall St. Newsletters


From the filing
BH Nebraska is the holder of $160 million aggregate principal amount of the Notes (the “BH Nebraska Notes”), which, to the knowledge of the Reporting Persons, if converted, would constitute approximately 11.2% of USG’s outstanding Common Stock, based on the number of shares of Common Stock disclosed as outstanding on the Issuer’s Form 10-Q filed with the Commission on October 28, 2008. BH Assurance is the holder of $90 million aggregate principal amount of the Notes, which, to the knowledge of the Reporting Persons, if converted, would constitute approximately 6.3% of USG’s outstanding Common Stock (the “BH Assurance Notes,” and together with the BH Nebraska Notes, the “Nebraska/Assurance Notes”), based on the number of shares of Common Stock disclosed as outstanding on the Issuer’s Form 10-Q filed with the Commission on October 28, 2008. General Re Life is the holder of $50 million aggregate principal amount of the Notes, which, to the knowledge of the Reporting Persons, if converted, would constitute approximately 3.5% of USG’s outstanding Common Stock (the “General Re Life Notes”), based on the number of shares of Common Stock disclosed as outstanding on the Issuer’s Form 10-Q filed with the Commission on October 28, 2008. Mr. Buffett may be deemed to control Berkshire, which controls BH Nebraska, BH Assurance and General Re Life. Thus, both Mr. Buffett and Berkshire may be considered to have beneficial ownership of the Nebraska/Assurance Notes and the Gen Re Life Notes. NICO, an indirect subsidiary of Berkshire and the direct parent company of BH Nebraska and BH Assurance, also may be considered to have beneficial ownership of the Nebraska/Assurance Notes. OBH, a direct subsidiary of Berkshire and the direct parent company of NICO, also may be considered to have beneficial ownership of the Nebraska/Assurance Notes. Cologne Re, an indirect subsidiary of Berkshire and the direct parent company of General Re Life, also may be considered to have beneficial ownership of the General Re Life Notes. General Reinsurance, an indirect subsidiary of Berkshire and the direct parent company of Cologne Re, also may be considered to have beneficial ownership of the General Re Life Notes. General Re, a direct subsidiary of Berkshire and the direct parent company of General Reinsurance, also may be considered to have beneficial ownership of the General Re Life Notes.

(b) BH Nebraska has voting and investment power with respect to the BH Nebraska Notes. BH Assurance has voting and investment power with respect to the BH Assurance Notes. However, Mr. Buffett, Chairman of the Board of Directors of Berkshire, who may be deemed to control BH Nebraska and BH Assurance, directs the investment of BH Nebraska and BH Assurance. Thus, Mr. Buffett, Berkshire, NICO and OBH share voting and investment power with respect to the Nebraska/Assurance Notes. General Re Life has voting and investment power with respect to the General Re Life Notes. However, Mr. Buffett, Chairman of the Board of Directors of Berkshire, who may be deemed to control General Re Life, directs the investment of General Re Life. Thus, Mr. Buffett, Berkshire, Cologne Re, General Reinsurance and General Re share voting and investment power with respect to the General Re Life Notes.

Item 6 is hereby amended to add the following:
On November 21, 2008, Berkshire and USG entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which, and subject to the terms and conditions thereof, Berkshire agreed to purchase Notes in an aggregate principal amount of $300 million, and USG agreed to sell Notes in an aggregate principal amount of $300 million dollars, for an aggregate purchase price of $300 million. On November 26, 2008, BH Nebraska purchased $160 million aggregate principal amount of the Notes, BH Assurance purchased $90 million aggregate principal amount of the Notes, and General Re Life purchased $50 million aggregate principal amount of the

Notes.
Following stockholder approval of the issuance of shares of Common Stock upon conversion of the Notes at a special meeting of the USG stockholders held on February 9, 2009, the Notes became convertible into Common Stock at the option of BH Nebraska, BH Assurance and General Re Life at any time prior to the close of business on the business day immediately preceding the final maturity date of the Notes (December 1, 2018), unless the Notes are earlier repurchased or redeemed by USG, subject to the terms and conditions set forth in the indenture and the supplemental indenture governing the Notes (the “Indenture”). The Notes are convertible into Common Stock at an initial conversion price of $11.40 per share, subject to adjustments as set forth in the Indenture.

On November 26, 2008, Berkshire and USG entered into an Amended and Restated Registration Rights Agreement (“Registration Rights Agreement”), pursuant to which USG has granted BH Nebraska, BH Assurance and General Re Life certain registration rights with respect to its shares of Common Stock and the Notes. The Registration Rights Agreement amended and restated in its entirety that certain Registration Rights Agreement, dated as of January 30, 2006, between USG and Berkshire.
The preceding discussion of the Securities Purchase Agreement, Assignment and Assumption Agreement, Indenture and Registration Rights Agreement does not contain a complete description of such agreements and is qualified in its entirety by reference to such agreements, which are filed as exhibits hereto and incorporated herein by reference.

Here are the details of the convertible transaction
Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

Thoughts on Knowledge and Opportunity (Stocktwits) $$

The internet is enabling us as investors unprecedented access to other investors and has created unbelievable opportunities....if you'll do some work and accept the knowledge they offer.

Wall St. Newsletters


Here is a little story:

A priest offered a Nun a lift.
She got in and crossed her legs, forcing her gown to reveal a leg.
The priest nearly had an accident.
After controlling the car, he stealthily slid his hand up her leg.
The nun said, 'Fathe r, remember Psalm 129?'
The priest removed his hand. But, changing gears, he let his hand slide up her leg again. The nun once again said, 'Father, remember Psalm 129?'
The priest apologized 'Sorry sister but the flesh is weak.'
Arriving at the convent, the nun sighed heavily and went on her way.
Upon his arrival at the church, the priest rushed to look up Psalm 129. It said, 'Go forth and seek, further up, you will find glory.'

Moral of the story:
If you are not well informed in your job, you might miss a great opportunity.


The same goes for investing. Do yourself a favor. Follow the those on StockTwits for a day or so. There is a mix of traders and investors there. The beauty of it is that it is a stream of conscious thought and a back and forth (respectful, unlike message boards).

You can follow the whole community, the traders, the investors or just a symbol in a portfolio. Essentially it enables you to make it what you want it to be. There is one thing you will notice if you follow it. Those who are successful, work at it. They are not blindly buying and selling. The action is thought out and has a definite rhyme and reason to it.  The conversation and sharing both starts well before the market does and continues after it closes.

At the end of the day,  they are going through data to find new ideas. They are constantly testing their thesis, sharing ideas and considering feedback from the community. Everyone who invests occasionally hits a spell of blind luck (good or bad), at times we make or lose money due to events that were unpredicatable. But, those who are successful over the long term are so because they work at it.

As investors we benefit today because social networking allows us to both gleem their knowledge and share our ideas with them. If you follow the right ones, their generosity in giving feedback is invaluable.  If you are shy, the medium allow you to sit back and just listen and learn, nothing wrong with that.

Learn from those who are successful...don't be like the priest and miss an opportunity..


Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

A Message for the Bank Execs Today...

Here is a sweet little story that I things bank executives in front of Congress today ought to take to heart.

Wall St. Newsletters


A little bird was flying south for the winter. It was so cold the bird froze and fell to the ground into a large field.
While he was lying there, a cow came by and dropped some dung on him.
As the frozen bird lay there in the pile of cow dung, he began to realize how warm he was.
The dung was actually thawing him out!
He lay there all warm and happy, and soon began to sing for joy.
A passing cat heard the bird singing and came to investigate.
Following the sound, the cat discovered the bird under the pile of cow dung, and promptly dug him out and ate him.


Moral of the story:
(1) Not everyone who shits on you is your enemy.

(2) Not everyone who gets you out of shit is your friend.

(3) And when you're in deep shit, it's best to keep your mouth shut!




Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Alan Blinder: "Origins of The Financial Mess"

From Nov. 2008

Wall St. Newsletters



Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Shiller on Behavioral Finance

Given current events, rather appropriate...no?

Wall St. Newsletters



Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wednesday's Links- 2 Vids, A Lesson, Black Gold

Greed, Wall St. Media, Learning, DXO

Wall St. Newsletters

- Gekko had it rights, only greed will fix this problem

- Thank for the mention


- "Learning from Losses" a great piece

- A way to play it

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Tuesday, February 10, 2009

Government Spending vs Unemployment: The Relationship

This ought to illicit some conversation....

Wall St. Newsletters
Here is the link to Westbury's original piece:
Unemployment and Stimulus II

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Wilbur Ross Eyes Another Florida Bank

Ross has been talking about buying banks for a while. After his recent purchase, he is back in the Florida market

Wall St. Newsletters

Billionaire investor Wilbur Ross and the Carlyle private equity group are considering a joint bid for BankUnited Financial Corp (BKUNA.O), the Financial Times said, citing people familiar with the matter.

The two investors were conducting due diligence as Tim Geithner, U.S. Treasury secretary, prepared a financial sector rescue plan that would seek to induce private capital to pursue deals for distressed financial institutions and assets, the newspaper said.

Bank deals could have a growing appeal for private equity groups, which are facing big obstacles in securing the financing they need to make big leveraged buyouts, the paper said. Florida-based BankUnited Financial is a troubled bank with $14 billion in assets, the newspaper said.

Carlyle has been among the more cautious private equity investors in making investments in financial companies, the FT said. By contrast, Ross said he is looking at more than 100 banks after buying several mortgage servicing operations, the newspaper added.


Disclosure ("none" means no position):None

Visit the ValuePlays Bookstore for Great Investing Books

More Thoughts on the AutoDealer Decimation

Folks keep asking me about US auto dealers and how much the market is shrinking. Some numbers..

Wall St. Newsletters

From USA Today:
Auto sales last year were a paltry 13.2 million, the worst since 1992 and down 18% from 2007. This year, forecasts are 10 million to 10.5 million. The reality: Too many dealers; too few sales.

"The whole goal is to be here a year from now," says Mike Jackson, CEO of AutoNation, (AN) the country's largest dealer chain.

The industry will see a net loss of 900 new car dealers this year, the biggest thinning of the ranks in nearly three decades, predicts the National Automobile Dealers Association. That's on top of a net loss of 760 dealers last year.

The numbers alone "don't describe the pain," said the NADA's immediate past president, Annette Sykora, who has Ford and Chrysler dealerships in the small West Texas towns of Slaton and Levelland. Speaking to dealers at the group's convention in New Orleans last month, she added, "Some dealers mortgaged their own homes to try to stay in business and still had to close."

Counting all brands, foreign and domestic, there are about 20,000 new car dealerships in the USA. Consultant Grant Thornton recently estimated the optimal number at about 16,000. At that level, dealers on average should be able to sell as many cars this year as they did 10 years ago — about 750 each.

GM, Ford and Chrysler dealers will bear the brunt of the closings because of the Detroit 3's market share losses. From a high of 8 out of 10 new cars sold in 1984, their market share today hovers around 50%. Weak dealers aren't profitable, aren't able to keep their facilities as clean and modern as competitors' and generally hurt the image of the brands they sell.

State franchise laws generally make it difficult and expensive for an automaker to close or buy out a dealer. So automakers have been letting the recession do the dirty work.

What are the dealer losses looking like?
•General Motors. GM had 6,375 dealers at the start of 2009, down 401 in a year. The goal: 4,700 by the end of 2012. As one of the conditions for its loan, GM promised the government it would drastically slim its business. Hummer and Saab brands are for sale. Saturn could go, too, and Pontiac is to shrink. GM may decide what to do with them this month, said Mark LaNeve, a GM vice president.

•Chrysler. The weakest of the Detroit 3 managed to shed 287 dealers last year to leave it with 3,287 at the start of 2009. It was using a program called Project Genesis, aimed at eliminating overlapping vehicles in Chrysler's lineup and pressuring Chrysler, Dodge and Jeep dealers to consolidate the brands under one roof. This year the program was iced because Chrysler had a bigger need: survival.

•Ford Motor. Ford continues to reduce dealers in metro areas but doesn't have to be as aggressive about it because it didn't accept a government loan. If it had, Ford would have to stick with a formal plan to show that it will become viable, which could include slashing the dealer count. Ford started the year with 3,787 dealers, down 269. CEO Alan Mulally is pinning his hopes on a second-half rally. Ford just tapped its remaining credit line from private sources. If that's not enough, it will have to turn to the government.

•Foreign brands. Most import brands have proportionally fewer dealers and aren't in the same shape as Detroit. Toyota (TM), for instance, has about 1,400 dealers, fewer than half as many as Chrysler or Ford, but it outsold both of those automakers last year. On average, a Ford Motor dealer sold roughly 500 vehicles last year, while each of Toyota's averaged more than 1,600.


For a while now I have been saying what is happening in the economy while painful now for shareholders of AutoNation, is setting the company up for dramatic gains down the road. Domestic brands currently make up less that 30% of AutoNation's sales and Jackson has stated his desire to move that to 20%. The business model at AutoNation has them owning the property their dealerships are on. That simply means they can convert a Ford (F) or GM (GM) dealership to a Toyota (TM) or Honda (HMC) easily without any landlord or property owner considerations.

It also means that Jackson is easily able to alter his product mix to capture trends in the markets place. While AutoNation may be part of the national reduction in GM dealerships for example, that dealership is not sitting idle, it is being converted to a more useful and profitable purpose (different brand). Here is a "did you know", AutoNation sells 10% of the Mercedes Benz sold in the US (I do not have specifics but I believe their BMW percentage approaches 15%). This is the reason despite "depression conditions" in the auto industry currently, Jackson's company is both cash flow positive and profitable.

When I aksed Mr. Jackson last summer if he would attmept to grow his market share through picking up cheap distressed properties or simply let is grow through attrition, his reply was instant...."through attrition".

The above numbers are showing that those gains are going to be substantial to say the least.

Disclosure ("none" means no position):Long AN, none

Visit the ValuePlays Bookstore for Great Investing Books

"Davidson" on Blankfein vs Westbury


Wall St. Newsletters

Seeing the Blankfein piece in the FT against Mark-to-Market vs. Wesbury is the dichotomy of the market place. Those who believe in Efficient Market Hypothesis believe that price trend represent all the information available for a particular security. Mark-to-Market is valid in all environments for traders, technical and momentum investors. Efficient Market players have investment horizons from minutes to months. If they hold longer than a year, it is only due to a series of short term technical signals that reinforced holding.

The “Value Investors” on the other hand look for mispricing vs. fundamentals, i.e. discount to Book Value, Cash Flow or some other value parameter that is measurable and quantifiable. Warren Buffett is the prime example of Value Investing, the best known, but there are numerous others. However, the number of true “Value Investors” is far less than all other investors. Value investors investigate, analyze and parse a target company’s business till they are comfortable with the decision to commit funds at a level at which they feel an anticipated rate of return is likely to be had over a multi year period. It is not unknown for Value investors to hire investigators and analysts to look at each business site of a company’s operation, individual tax filings, competitors and vendor information in an effort to sleuth the locations of all values within a company. Value investors have an investment horizon that is typically greater than 5yrs.

Mark-to-Market accounting during down markets provides opportunities for Value investors. Their records are well known. There are no traders famous for their investment judgment over the same period of any well known value player.

Importantly, mixing Value investors and Efficient Market players (calling them investors is an abomination of the word) in the same room is like watching two vastly different cultures trying to communicate. They can’t. They are so culturally different that the terms, “value”, “return”, “analysis” which stand for defining action and criteria for one have no equal meaning in the other. What is even more bazaar is that in most instances they do not understand why they don’t understand each other as they each believe they are perfectly correct in their views of assessing investment opportunities.

I am a Value investor. There are truly very few of us vs. other investors. My guess is less than 2%.

Mark-to-Market accounting is an abomination of reasoning during periods of market disruption such as we just experienced when the SEC banned short selling. Unfortunately, there are more of them than us, but fortunately the market will and is currently righting itself even with the mistakes we have made and continue to make. Philosophically we need the majority of investors to not get it right so that us few can take advantage of the deep discounts not produced in any other way.

All will be well even if the current stimulus package is passed. It may just take longer.




Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Tuesday's Links

Blackberry, "Fairness", Stimulus, Inventory, Spinal Tap

Wall St. Newsletters


- Which one is best?

- So, would this be censorship?

- Sad state when China is the one doing it right

- Are they really at all-time highs?

- A new interview......hilarious
Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Monday, February 9, 2009

Kuwait Desperately Tries to Save Reputation

This is about as transparent as it gets...But, it could lead to something..

Wall St. Newsletters

From the FT
The Kuwait Investment Authority would consider increasing its support for Dow Chemical’s (DOW) disputed takeover of Rohm and Haas (ROH) if the terms of the deal were changed to account for the downturn, a person familiar with the matter says.

Dow failed to complete the $15bn (€11.5bn) deal after the collapse of a joint venture between Dow and PIC – an arm of the Kuwaiti Petroleum Corporation – that was supposed to contribute $7.5bn to help pay for the acquisition. Warren Buffett has agreed to contribute $3bn and the KIA was to have added $1bn. According to a person with direct knowledge of the matter, the KIA would consider putting up more money if there were new terms.

“Today, it is very difficult to complete this deal on the old terms,” this person added. “There would have to be a new price and new terms. The environment has changed so much and chemical companies are losing so much money.”

Rohm and Haas underlined the brutal conditions faced by the sector, reporting an 81 per cent fall in fourth quarter earnings from continuing operations.

The figures make it harder for Dow to justify paying its original price for the company. Rohm shares fell more than 1 per cent to $55.70 at midday in New York, well below the $78 per share Dow agreed to pay last year.

The KIA had not approached Dow to discuss increasing its investment in the deal, Dow said. It is also highly unlikely that KIA on its own would put in anything like the $7bn to $8bn Dow would need to close the Rohm deal.

However, an increased investment by the KIA strikes many analysts as an elegant solution to the break-up of the Dow-PIC joint venture.

“There is a concern as to Kuwait’s reputation for direct foreign investment,” says Ahmed Barakat, managing partner with Al-Sarraf & Al-Ruwayeh in Kuwait City who is not directly involved in the matter. “KIA could salvage that reputation.”

Initial talks between the Kuwaitis and Dow began in 2007. In November 2008, the deal was renegotiated to reduce the Kuwaiti contribution to $7.5bn from $9bn in recognition of the deterioration in the economy.

Even the revised terms, however, met with criticism in the Kuwaiti parliament, where questions were raised about the price tag and a $2.5bn break-up fee.

Dow has until July to take advantage of its one-year bridge loan for the deal. It reported a $1.55bn fourth quarter loss.

What do we really have? Kuwait has finally realized the obvious to everyone else. They have done irreparable harm to their reputation as a business partner. At all cost, they want to avoid the coming legal confrontation with Dow. Why? Discovery will lead to disclosure on internal communication with Dow and their deception will be laid bare for the world to see.

Recent accusation from Kuwait of br