Tuesday, March 31, 2009

Borders and Pershing Amend Financing Agreement

This eliminated any liquidity concerns for at least the next year.


From Borders
NN ARBOR, Mich., March 30 /PRNewswire-FirstCall/ -- Borders Group, Inc. (NYSE: BGP) and Pershing Square Capital Management, L.P. today announced a one-year extension of the $42.5 million senior secured term loan from April 15, 2009 until April 1, 2010. The loan will be extended on its current terms, including an interest rate of 9.8%, which is substantially below market for comparable financing. At the same time, Borders Group is resetting the strike price on Pershing Square's 14.7 million warrants to $0.65 per share, and the company will allow its option to "put" its U.K. based Paperchase gifts and stationery business to Pershing Square to expire.

"We are pleased to have the continued support of our largest shareholder as we focus on getting our company's financial house in order," said Borders Group Chief Executive Officer Ron Marshall. "The extension of the loan gives us some necessary breathing room, which is important in the current economic environment. We are also pleased to retain Paperchase, which is a successful and important business throughout the U.K. and other markets as well as in our Borders superstores throughout the U.S."


Pershing Square currently owns 10.6 million shares of Borders common stock, or 18% of the shares outstanding. If Pershing executes its 14.7 million warrants, it would own 25.3 million shares, or 33.6% of the total.

Borders (BGP) is scheduled to release result today at 4pm (Central time?). Do not expect aq miracle. What you want to see is expenses falling, debt falling and sales at least stabilized. after what has happened the last 6 months, accomplishing that would be a huge boost.



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

Target's Strategy Regarding Ackman: "Na Na, We Can't Hear You"

It is clear Bill Ackman has plans for Target. It is also clear in public he has been very complimentary of Target's (TGT) management. It is also clear that he has avoided a direct confrontation with them for over year, until now. It is also clear that management has no intention of even listening to their largest shareholder who has made investors billions doing what he is proposing Target do, unlock value.

What does it all mean? Management at Target does not have a clue that the landscape is changing out there and being outright dismissive of shareholders while sales crater and the stock languishes, is well, not a very good idea.

Ackman has an interest in 8% of Targets shares. If you are a shareholder, you should want to know, if management says his idea are bad for shareholders, how many shares do they own. The answer? .31%. Not 31, not 3.1 but POINT .31% or less than 1%. Now that includes the Board all management. All of them.

So, what are they more concerned about really? Their jobs maybe? Ackman has an interest in 25 times more stock than they do. If you are a shareholder, wouldn't that mean to you that he probably has a rather large vested interest in the health of the stock? Maybe management is truly more concern with their nice salaries & perks than the share price?

This is not to say that they do not care about it, just that their pay and benefits trump stock price.

Here is the most recent pay figures:


Now, it is nice to see them taking the free shares from the company. But, one has to ask, "how many shares are they actually using their own money to buy?. The answer? None. In the past year only Chairman Seinhafel made a singe purchase and that was the exercise of an option that he did not turn around and sell.

Meanwhile, Ackman, his investors and anyone else who bought shares did so with their hard earned money.

Changes on the Board would probably mean changes in management as Target sought to be managed by those with more experience in those area such as food, real estate etc.

I think it is pretty clear that managements actions are about "protecting our jobs", not "maximizing shareholder value".

If you are a shareholder, who are you going to want to hear from? Are you wondering why the blanket dismissal? Are you wondering, "well, what is management going to do other than sit wait for the economy to turn?"


The letter:
To Our Shareholders:

You are cordially invited to attend Target Corporation's 2009 Annual Meeting of Shareholders. The Annual Meeting will be held at 1:00 p.m., Central Daylight Time, on Thursday, May 28, 2009 at the Target Store located at 1250 West Sunset Drive, Waukesha, Wisconsin. Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.

At this year's Annual Meeting, you will be asked to determine that the number of directors constituting our Board of Directors shall be 12, to elect the Class III directors to our Board of Directors for three-year terms, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, to approve the performance measures available under the Target Corporation Long-Term Incentive Plan, and to act on the shareholder proposal in the Proxy Statement, if presented at the Annual Meeting.

We hope you will be able to attend the Annual Meeting, but if you cannot do so, it is important that your shares be represented. We urge you to read the proxy statement carefully, and to use the WHITE proxy card to vote for the Board of Director's nominees by telephone or Internet, or by signing, dating, and returning the enclosed WHITE proxy card in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting. Instructions are provided on the WHITE proxy card.

You should know that Pershing Square Capital Management, L.P. and certain affiliated entities, a group of hedge funds led by William Ackman that own Target shares and derivative securities ("Pershing Square"), have stated their intention to propose alternative director nominees for election at the Annual Meeting in opposition to the Board's recommended nominees.

We strongly urge you to vote for the nominees proposed by the Board by using the enclosed WHITE proxy card and not to return any proxy card sent to you by Pershing Square. If you vote using a proxy card sent to you by Pershing Square, you can subsequently revoke it by using the WHITE proxy card to vote by telephone or Internet, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Only your last-dated proxy will count—any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the Proxy Statement.

Thank you for your continued support.





Disclosure ("none" means no position):None

AutoNation's Mike Jackson on GM, Chrysler News

AutoNation's (AN) Jackson is clearly the class of this industry. Here he responds to yesterday's news on GM (GM) and Chrysler.

On CNBC:




On FOX Biz:



From the dealership side,  Mr. Jackson went on to say that the industry has stabilized now at about 9 million units, and with the emergence of the TALF this month and GM and Chrysler’s reorganization finally being materially addressed the future, over time, should improve.

"Credit is still the key and is beginning to improve, but leasing programs still need to be revived. Floor plan financing is still difficult to acquire as well."

Mr. Jackson reiterated. "However, there is no question there may be a risk of a downward spiral with an uncontrolled bankruptcy of General Motors and Chrysler, but if the government will provide material support and direction, this will provide the necessary stability that should allow the companies to come back with a new future."


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

Stunning Changes at Sears.com

Just three weeks ago I was complaining about Sears Holdings (SHLD) websites:

What is Lampert doing? Well ,first of all he basically bought the CEO to become VP of Sears. Lampert had made no secret in desire to increase Sears web presence. Currently it is a bit unorganized. You have Sears.com, Kmart.com, Sears2go -- a mobile commerce Web site, Partsdirect.com (you can find almost any part for anything there), Landsend.com, managemyhome.com and Service Live (allows people to bid improvement projects out) and a few others.

Sears has valuable online brands, their Sears and Kmart site are some of the most visited retail site (although far behind #1 Amazon (AMZN)). What Sears needs is a way to consolidate the various properties in a cohesive site that could be very powerful. For instance. If I am on Sears.com and do a search for "home improvement", I get a listing of dvd's from Tim Allen's sitcom by that name. I do not get choices for managemyhome.com or thegreatindoors.com. Just the dvd. Sears is not maximizing its properties with its search feature. In a way Sears has its online stores almost standing alone rather than under Amazon.com type umbrella.

Lampert has expressed in the past his desire to sell more direct to customers and expand Sears online presence. My thought is this move is a way for Sears to rapidly increase progress there.


"Ask and ye' shall receive"

Sears has released a beta version of it's new website and it is nothing short of fantastic.

It tackles my main complaint that I had to travel back and forth from the Sears to Kmart sites to check product availability. Sears now has the inventory combined.

Other features:

- Easy site to store pickup
- The ability to post products easily to Facebook, Twitter and other social networking sites.
- Extensive and easy to use inventory navigation to make search easier
- Easily usable "profile" section that contains address book, saved payment methods, order history, wishlists, registries, and "save for later".
- A "virtual shopping" assistant
- Each product listing notifies the buyer if it is available for in-store pickup, site to store and if there are any special offers attached to it.

Now it has been no secret Lampert has been investing in Sears online presence for the past two years. It would appears the fruits of that labor may finally come to fruition.

Now from the "Irony" department. Just yesterday I posted and speculated of the now 7 week surge in Sears online traffic vs. other retailers. I have yet to get confirmation when the beta site went live, but when I do I will post.

I'd have a hard time believing the two events did not coincide...


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

General Growth's Debtholders Trying to Avoid Chapter 11

This is the most backwards thing you'll ever see. It also gives more confidence of the equity surviving even should they be forced to file.

From the WSJ:
But a bankruptcy filing isn't imminent for the mall giant, according to people familiar with the matter, and General Growth's (GGP) ability to remain out of bankruptcy shows the unusual dynamic between lenders and distressed companies in the recession-ravaged commercial-real-estate market.

Bondholders have refrained from forcing mall owner General Growth Properties into bankruptcy court, despite lack of a deal on a debt extension.

Under normal circumstances a company with as much past-due debt as General Growth would have been forced into Chapter 11 bankruptcy protection by now. Creditors so far have been willing to let deadlines pass because they believe there is little to be gained and much to be lost through a bankruptcy. General Growth's mall operations are stable and many bondholders hope for a greater recovery outside of bankruptcy court.

"This is really rare," said Kevin Starke, an analyst at CRT Capital Group LLC, a research company that tracks distressed securities. "It is corporate-bond limbo like I've never seen before."


This piggybacks on the thesis laid out here recently that lenders want to avoid a Chapter 11 here at almost all costs.

It continues:
Many creditors say that General Growth's management is doing a good job running the company. Its 200 U.S. malls, a portfolio second in size only to Simon Property Group Inc., generate enough cash to cover interest on the debt. But its properties are overleveraged and it lacks the borrowing capacity to retire those debts as their principal comes due.

"There's no question that General Growth is a liquidity issue," said Jeff Spector, an analyst with UBS AG. "The properties, for the most part, aren't broken."

General Growth, based in Chicago, isn't the only real-estate borrower that is getting a reprieve from its lenders these days. Hundreds of property owners have had loans come due without a repayment made in recent months. But most lenders have agreed to extend loan terms, hoping that the credit market will improve.


For those who did not see it previously, here is the legal basis should it go into bankruptcy for the equity staying in tact. The point that cannot be forgotten here is the company is technically solvent and that alone separates this Chapter 11, should it occur, from 99% of all other Chapter 11's when the companies entering them are insolvent.

It continues:

A person familiar with the bondholder talks said that, while some creditors are angry, none appears ready to insist on an involuntary bankruptcy petition yet. It is possible that bondholders didn't go along with the consent solicitation primarily because they feared that making such a pledge would reduce the value of their bonds.

General Growth has told lenders that they'll have more influence over the outcome if it restructures outside of bankruptcy court, according to people familiar with the talks. A bankruptcy filing could force the company to liquidate its assets for less than the whole company would be worth if it remained a single entity for the long term, these people said.

Another deterrent to an involuntary petition is that bankruptcy wouldn't bring immediate payment of General Growth's debts. "It's such a large company that the bankruptcy would definitely last at least a couple of years," said Heidi Sorvino, a lawyer leading the bankruptcy practice of law firm Smith, Gambrell & Russell LLP.

The timeframe could be shorter if General Growth did a prepackaged bankruptcy in which the creditors agree to terms prior to the company entering bankruptcy, Ms. Sorvino added. But wrangling so many creditors without the threat of a judge making and enforcing decisions is "almost impossible," she said.


This is the classic "everyone wins" or "everyone loses"scenario. Banks facing liquidity issues cannot have billions tied up in a Chapter 11 proceeding for years. The viability of common equity, while in my opinion is safe in an 11, can never be assured once the courts get involved. By restructuring out of court and now, everyone wins...


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


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

Tuesday's Links

Lead Paint, CDS, Shareholders, Blowing up Wall St.


- Can we just stop this insanity?

- How to manipulate stock prices

- If nothing else comes of this crisis, more shareholder activism would be welcomed

- This is a sobering article


Disclosure ("none" means no position):

Monday, March 30, 2009

Is Sears Holdings the Beneficiary of Circuit City's Demise?

Some interesting trends have emerged since February. Remember when looking at these numbers that Circuit City began the liquidation process in late January.


Here is the full month of February 2009 (click to enlarge):


Week ending 3/7: (click to enlarge)


Week ending 3/14: (click to enlarge)


Here is the most recent weeks data from 3/21 (click to enlarge):


Let's look at numbers 2 and 3, Wal-Mart (WMT) and Target (TGT). They have remained stable since February with very little fluctuation in numbers. Best Buy (BBY), Amazon (AMZN) and Sears (SHLD) is where it gets interesting. Sears has seen a 14% jump in traffic since February, growing each week. Now, my first thought was that this is coming at the expense of Sears' other owned site, Kmart. A quick check there however shows that Kmart has also seen growth since February albeit less at 6%.

Best Buy has seen traffic fall 15% and Amazon has seen a 22% fall in traffic.

Why?

Now, Best Buy recently reported better than expected numbers for the quarter ending Jan. 2008.
From CNN Money:

In a forecast that seemed to lift investor spirits, the company said it expects to earn $2.50 to $2.90 a share for fiscal 2010. Analysts have forecast a profit of $2.45 a share, according to FactSet.

U.S. sales of mobile phones and accessories saw a triple-digit comparable- store gain while computer repair business saw a low double-digit increase and warranty sales, a low single-digit increase as Best Buy rolled out a premium Geek Squad protection plan. They were among categories that are more profitable for the company, helping to offset less profitable products such as notebook computers, analysts have said.

While the recession, rising job losses and decreased access to credit have all hurt Best Buy, the retailer is expected to gain further market share after its smaller electronics-chain rival Circuit City Stores Inc. filed for bankruptcy protection and liquidated its stores.


It should be noted that the Circuit City liquidation would not be baked into these numbers as it began in earnest after the reported quarters numbers were finished. So, where did the Circuit City web traffic go? The general consensus of the investing community as stated in the above quote was that Best Buy and Amazon would be the main beneficiaries of the Circuit City liquidation.

Based on the above charts, it appears shoppers may have skipped Amazon and Best Buy and gone to Sears. Let's look closer:

Now, Sears has probably garnered increased internet traffic from it recent appliance push (coupled with people getting tax return money back to buy them) but one cannot escape the oddity of the timing of its traffic increase coupled with the dramatic decreases at both electronics competitors while Wal-Mart and Target held constant.

One also could assume that lawn and garden played a role as both Lowes (LOW) and Home Depot (HD) saw gains. While some of this is surely in the numbers, Sears would not expect to see the same surge as a Home Depot or Lowes because lawn season is coming around. Sears is not as large a player in the field and have smaller offerings than they do, especially when it comes to plants and yard items. The numbers here also show Sears/Kmart outpaced both home Depot and Lowes, not what one would expect unless there was a another reason.

That still leaves us with Sears' large gain (+20% Sears/Kmart combined) corresponding to the large declines at both Amazon (-22%) and Best Buy (-15%) that cannot be explained away easily. Had they both kept share close or above previous levels, then the Sears gain could be said to be purely appliance/lawn and garden. But they didn't, so we can't explain it that way. Sears must be making gains in electronics traffic.

We have essentially 7 weeks of data in these results and no definitive conclusions can be drawn from it. But, the results do seem to be running contrary to what people were expecting to happen when Circuit City finally closed the door and does mean it requires close monitoring.

Now, this all means very little if Sears is not converting this traffic into sales and we will not know this until May as Sears does not report monthly numbers. This trend does bear very close attention. Should it continue, it is is very good news for Sears shareholders as it means the effort Lampert and the rest of the folks there have put into the internet properties may be paying off.

Last weeks data will be out soon and we can check back then ...

Data from Hitwise

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

Cramer on Sears Holdings

Okay, saw what you want about Jim Cramer but he makes some very good points here about Sears Holdings.

For those inclined to skip the video, here are the main points:

1- Sears is levered to housing. When that stabilizes, Sears turns. Read this from 2007 on the subject
2- Great brands. More on that here
3- Naked shorts. Read more about that here



As an aside, I so much prefer the thoughtful Cramer to the character he plays on his nightly show...

Lampert's recently released 2009 shareholder letter:


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

Mondays Links

Options, Biden's Daughter, Coup, Sheila Blair

- If you are thinking about or so trade options, your daily reading ought to start with Adam

- So, should we expect the same press coverage Jena Bush got for drinking a gin and tonic or Palin's daughter? Or is it "hands off" now it is a Democrat's kid?

- Frightening

- Bronte makes some very salient points.

Disclosure ("none" means no position):

Sunday, March 29, 2009

Sunday Viewing

I am liking Rep. Ryan more every time he speaks..





Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Saturday, March 28, 2009

Weekend Viewing

Here is a must see video................






Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

On Wall St. Media Talking General Growth Properties.

Doug at Wall St. Media was nice enough to have me for a chat yesterday to talk about General Growth Properties (GGP).




Could be a big weekend for shareholders.


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

Friday, March 27, 2009

The Commercial Real Estate Time Bomb


Tick, tock goes the clock...

Here is 2009 outlook for commercial real estate from Deutche Bank. It does notr paint a pretty picture. Run through it (it is mostly graphs)

Commercial Real Estate Outlook 2009 Commercial Real Estate Outlook 2009 todd sullivan Dire...
Publish at Scribd or explore others: Business Presentations & Slid commercial real esta


So? What to make of it? Short answer there is still pain hovering out there for banks if they allow these loans to default.....if.

First we need to segment to commercial owners into categories. The owner who holds mortgages on a single strip mall in Des Moines vs. the REIT that hold 100 or more properties. The little guys who gets in trouble? Sorry bud but you are cooked. There will be no help for you from either the banks or the Feds. But, you big boys out there are going to be spared OR at least kept on life support.

Why? Scale. Let's say we have three property owners in a town. One guy holds 20 properties and the others each own one or two. All three are currently delinquent. Who does the bank care the most about? Of course, the big guy. If he is forced into bankruptcy, the entire town's property values are destroyed. The chance of the bank recovering anywhere near their investment is virtually nothing. Now if they refinance his loans (extend maturity to lowers payments so they are covered by current rents) and let the other two go into bankruptcy, the market takes a small hit while it waits for the economy to come back. As the economy comes back rents rise and, property values rise with it and the bank gets made whole on its loans. The key point here is that the market survives.

But, with banks already strapped, how can we be sure there will be funds available to refinance?

From the WSJ:
Commercial real-estate debt is potentially more dangerous to the financial system than debt classes such as credit cards and student loans because of its size. The Real Estate Roundtable, a trade group, estimates that commercial real estate in the U.S. is worth $6.5 trillion and financed by about $3.1 trillion in debt. Partly because the commercial real-estate debt market is nearly three times as big now as in the early 1990s, potential losses in dollar terms loom larger.

According to an analysis of bank financial reports by The Wall Street Journal, the broad shift to real-estate lending can be seen by comparing commercial real-estate loans -- including both mortgages and construction loans -- with banks' so-called Tier 1 capital, a key indicator of a bank's ability to absorb losses. In 1993, less than 2% of the nation's banks and savings institutions had commercial real-estate exposure exceeding five times their Tier 1 capital. By the end of 2008, that had risen to about 12%, or about 800 financial institutions. A higher ratio means a thinner cushion for loans that go sour.

The Federal Reserve and the Treasury are moving to adapt a funding program to make it attractive for investors to buy debt backed by office buildings, hotels, stores and other income-producing property. The program, called the Term Asset-Backed Securities Loan Facility, or TALF, was begun to finance purchases of debt backed by consumer credit, and officials will expand its use to include commercial-property debt.


See, if CRE goes bust, all the aid to banks that has been doled out up to this point gets flush away. It is in both the banks AND the government's best interest to assure that does not happen. Keeping it from happening in CRE is also FAR easier than the mortgage market. Rather than dealing with millions of individual homeowners, only a dozen or so REIT's must be helped.

So, this all leads us to General Growth Properties (GGP). It looks increasingly like two or three debt holder are going to force (or allow) it to file Chapter 11 reorganization today (this weekend) after the 5pm deadline. If (when) that happens, what is in the best interest of all? You see GGP is the largest mall owner in the US. That means that whatever happens to it, effects the entire CRE market in the US.

Because of that, a liquidation cannot happen. There are not buyers that can purchase enough of the properties with credit markets in their current state to avoid a total collapse of the CRE market. With $3.1 TRILLION of loans out there for it, it sort of makes the $50 billion given to Citi (C) look like change found in the sofa and gives us some proportion of the potential damage. With mark-to-market accounting rules, the destruction of GGP debtors would cascade to all lenders and make what homeowners did to banks look like "the good 'ole days".

How bad could it be? Look at the following chart from Goldman Sachs (GS).

Click to enlarge:


If you look at the third column you'll see that most banks are still carrying commercial loans at 99% or higher. This means they haven't even begun to write-down these loans. It also gives them more impetus to do anything possible to avoid having to do this..translation? Refinance..

As an aside. It would seem that Wells Fargo (WFC) has been the most honest with its marks (that being relative to the others). It also means they may be done marking down assets. A lot of "mays" but worth watching.

Now is the problem with GGP that the business is going under? No. If the debt is refinanced, GGP can pay its interest from its operation (here is case law to support this). Don't forget, it did as of the last quarter have a 92% occupancy rate. That is sure to fall but is at the top of the industry. If the debt can be refinanced, everyone is made whole and we now have the largest player in the market stabilized and provide a blueprint for the rest of the industry.

One cannot underestimate the positive effect on the CRE market as a whole should that happen.

Well, if all that is true, why hasn't it happened yet? TALF just went into effect and while it appears it will be expanded to include CRE, that has not officially happened yet. That is why we are seeing extension after extension. Once it comes into effect, we ought to see movement here.

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



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

The Other Side: Wesbury Says Rally Is For Real

In the interest of full information for readers, here is the other side of the bear argument. Brian Wesbury says this is no "dead cat bounce" but the end of the bear market.



Readers here know I am not as optimistic and think we have downside in store for the market.

My gut tells me we both are. I see short term downside and then a gradual run up. As for the when and how much? Don't know the answers to those but I do have the cash waiting to buy when I'm comfortable.


Disclosure ("none" means no position):

Friday's Links

AIG, Soros, Congress, Football

- Top Execs quitting at AIG might cause the whole thing to collapse. Nice job Congress

- I often disagree with him but on this he is right.

- As if we have not had enough hypocrisy out of them

- Call me crazy but I going to say the Senate has more important things to worry about that football?

Disclosure ("none" means no position):

Visit the ValuePlays Bookstore for Great Investing Books

Thursday, March 26, 2009

Ackman Sends Letter To Target CEO

Let's put aside the fact Ackman seems to know Target's bylaws better than they do (or at least pretend to). In the revised 13D/ a just filed, Ackman states:

Subsequent to the delivery of the Original Notice, we received a telephone call from your outside counsel informing us that the Board of Directors of the Company (the “Board”) currently consists of 12 directors and that only four directors are up for election at the 2009 Annual Meeting.
As we have explained in detail in a separate letter from Mr. Ackman to Mr. Gregg W. Steinhafel, Chairman, President and Chief Executive Officer of the Company, based on our review of the Company’s Restated Articles of Incorporation and its filings with the Securities and Exchange Commission, we are of the view that size of the Board remains at 13 members. While the resignation of Mr. Robert Ulrich on January 31, 2009 created a vacancy in Class III of the Board, the size of the Board has not changed.

This is pretty simple. Target, recognizing that Ackman is likely to win seats on the Board, is trying to shrink it to minimize whatever effect his nominees may have. But, if you are a shareholder you have to ask, why? Ackman left shareholders of McDonalds (MCD), Chipolte (CMG), Wendy's (WEN) and Tim Hortons (THI) far better off than when he arrived. Shareholder also have to ask, if this guy is the largest shareholder of the company, aren't his interests totally aligned with ours?

Here is the letter Ackman sent the CEO Greg Steinhafel:

Exhibit 99.1

March 26, 2009
Gregg W. Steinhafel
Chairman, President and Chief Executive Officer
Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403

Re:Number of Directors for Election at the 2009 Annual Meeting of Shareholders

Dear Gregg:
On March 16, 2009, affiliates of Pershing Square Capital Management, L.P. delivered a Notice of Nomination to Target Corporation proposing to nominate five individuals for election as directors of Target at the Company’s 2009 Annual Meeting of Shareholders. The same day, Target issued a press release indicating that its board is comprised of 12 directors and that the Company is nominating only four directors for election at the 2009 Annual Meeting. Subsequently, we received a telephone call from your outside counsel informing us that the Target Board currently consists of 12 directors and that only four directors are up for election at the 2009 Annual Meeting.

We disagree with the Company’s position on this issue. We have reviewed Target’s SEC filings and have found no disclosure to the effect that the size of the Target Board has been changed from 13. We are aware that Mr. Ulrich resigned in January, but a board does not automatically shrink as a result of a resignation; rather, a vacancy is created, in this case, a vacancy in Class III of the Target Board.

Our view is informed by the Company’s Restated Articles of Incorporation, which provide that only the shareholders may reduce the size of the Target Board. Specifically, Article VI of Target’s Restated Articles of Incorporation provides the following:

“The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors consisting of not less than five nor more than twenty-one persons, who need not be shareholders. The number of directors may be increased by the shareholders or Board of Directors or decreased by the shareholders from the number of directors on the Board of Directors immediately prior to the effective date of this Article VI; provided, however, that any change in the number of directors on the Board of Directors (including, without limitation, changes at annual meetings of shareholders) shall be approved by the affirmative vote of not less than seventy-five percent (75%) of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as defined in Article IV), voting together as a single class, unless such change shall have been approved by a majority of the entire Board of Directors.” (emphasis added)


Article VI was adopted at Target’s 1988 Annual Meeting of Shareholders. Immediately prior to the effectiveness of Article VI, the size of the Target Board was 13. Under Article VI any reduction in the size of the Target Board requires a shareholder vote. As the Company’s shareholders have not been asked to vote on any matter since the 2008 Annual Meeting of Shareholders, we believe that the size of the Target Board remains at 13. While Mr. Ulrich’s resignation created a vacancy on the Target Board, the size of the Target Board has not been changed to our knowledge.

If the Company continues to believe that the size of the Target Board is 12 and that only four seats are up for election at the 2009 Annual Meeting, we believe that the interests of the Company and its shareholders would be best served by a quick, low-cost resolution of this issue. Therefore, we would suggest that we jointly submit the issue to a binding arbitration that will take place in Minnesota and will be decided by a mutually acceptable arbitrator, pursuant to the AAA Commercial Rules of Arbitration.

If, on the other hand, you agree with our interpretation of the Articles of Incorporation, you can simply nominate a fifth director.

It is in all of our interests to resolve this issue promptly. Please let me know how you would like to proceed. Thank you.

Very truly yours,

/s/ William A. Ackman
William A. Ackman


So, what then is the problem with management? Why are they stonewalling every idea Ackman has to create shareholder value? Do they have other plans? If they do, none have been announced.

Here is the reason. Management is entrenched at Target. They have all been for for a long time. None of them have any experience running the type of organization Ackman is proposing (the Board members he has nominated do) and what they are fighting is the feeling that should he get his way, they become less important or worse, irrelevant. What they fail to realize is by simply dismissing him out of hand, they are doing just that.

How long do they think shareholders will sit for a fallen and stagnant stock price before they want to "see what the other guy can do"? Is there any plan to reverse the same store sales decline that is now over a year old? Shareholders surely have noticed that Wal-Mart (WMT) shareholders are not suffering the same fate.

Current management has done a fantastic job brining the company to it current state, a well respected retailer, probably the second in the nation. But, they are stuck and sitting back waiting for the economy do lift them out of their funk will not cut it with shareholder as they watch Wal-Mart's taillights disappear into the distance.



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

Jim Rogers: "Invest in Farms"

Jim Rogers on Fox this am talking commodities.



For those who want to follow rogers, The Rogers Van Eck Hard Assets Producers Index (RVEI) gives investors a chance to ride the commodities bull by accessing a universe of producers from all over the world. Most of the index’s components are producers of raw materials for agriculture, alternative energy, base and industrial metals, energy, forest products and precious metals.

To invest with it, Market Vectors-RVE Hard Asset Producers ETF (HAP) seeks to replicate as closely as possible the price and yield performance of the Rogers-Van Eck Hard Assets Producers Index (RVEI of the Index) by investing in a portfolio of securities that generally replicates the RVEI. RVEI, calculated and maintained by S-Network Global Indexes LLC, is a rules-based index intended to give investors a means of tracking the overall performance of a global universe of listed companies engaged in the production and distribution of hard assets and related products and services. RVEI comprises a global group of companies involved in six hard assets sectors: agriculture, energy, base metals, precious metals, forest products and water/renewable energy sources (solar and wind). The Fund’s investment advisor is Van Eck Associates Corporation


Disclosure ("none" means no position):None

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Taking Issue with David Dremen

I am troubled by Mr. Dremen in this one...Wall St. Newsletters
First watch today's video from FOX.



Now, back in October 2007 Dremen wrote:
Since coming to Wall Street in the late 1960s, I have been through seven such crises. Somehow, the market survived them and thrived. Look back even further to the period following the end of World War II, and sure enough, you'll find that pattern holding in four more market spills. Beginning with the first postwar panic, resulting from the 1948--49 Berlin blockade, stocks have tumbled only to come roaring back to new highs. The worst market break came in 1973--74, during a nasty recession and the Arab oil embargo. The most recent was the dot-com slide, which began in March 2000 and ended in late 2002. The Nasdaq Composite, heavy with tech names, still has not regained the ground lost in that crash, but the broad indexes have.

During each crisis investors felt confused, uncertain and panicky. They believed nothing in their previous experience could help them cope with the ominous new world they faced. "Sell, sell, sell," their inner worrywarts advised. "Save your capital before it's too late."

This almost always turned out to be a bad move. Selling in a crisis is foolish. Yes, if you had sold the S&P 500, say, a year into the bear market, in March 2001, you would have avoided another 28% decline before it hit bottom. But would you have had the wisdom to get back into stocks a year and a half later? I don't know of anyone advising an exit in March 2001 who also switched to a bullish stance in fall 2002. And if you had sold in March 2001, and stayed out, you would have missed an opportunity. Since then the stock market has returned 46% (including dividends). On average, for each of the dozen crises, the market was up 36% one year after the low point, 44% after two years.

Today's stock market remains solid with good fundamentals and many cheap stocks at hand. The ongoing liquidity crisis must be handled gingerly, of course. Commit your capital slowly as several more shocks must be absorbed before a broad market rally begins. Here are several stocks to look at:

CIT Group (CIT) is one of the nation's most diversified finance companies. Because of its small subprime business, CIT has dropped 34% from its June high. CIT presents good value at seven times trailing earnings, with a dividend yielding 1.4%.

One of my longtime favorite stocks is Fannie Mae (nyse: FNM, which I recommended last year and in my 2006 assessment column last winter and suggested that you keep it. If you don't own Fannie now, buy it. The company has taken its lumps in recent years, yet it should benefit from the subprime mortgage debacle. Fannie, along with sister entity Freddie Mac (nyse: FRE ), has the industry's best mortgage acquisition standards, and a bucketful of cash.

In February of this year he wrote:
Most of the 49 stocks I recommended in this column in 2008 were unable to escape the damage. If you had bought them all, you'd be down 26%, after subtracting a 1% transaction cost on new purchases. Similarly timed investments in the S&P 500 would have lost you 16%. (None of the figures here include dividends.) My mistake: being heavily weighted in financials, and being unable to predict which ones (like Citi and AIG) would get help from the federal government and which would be allowed to sink beneath the waves. I suffered big declines in Fannie Mae (nyse: FNM), Freddie Mac (nyse: FRE) and Washington Mutual (nyse: WM).

Thanks in part to Paulson's desperate and unpredictable actions, common stocks of good banks and brokers went into death spirals. For the full year the S&P 500 financials index was down 55%, versus a 38.5% drop for the S&P 500 index.

Now we are in a recession which I think will be our worst since World War II. I expect the price of crude oil and other commodities to go LOWer and unemployment to hit 10% by year-end.

Obama's economic team faces a Herculean task in turning the economy around. Central bankers around the globe are printing money in an attempt to prevent a deflationary recession. If the bankers are successful, deflation will be contained and the recession abated, but we'll pay for this rescue with higher inflation for years to come.

Amidst this Dickensian darkness in our economy I also believe that it is the best of times if you happen to be a value investor like me. I am now seeing buying opportunities that I have rarely seen in my 32 years managing money


So, we know he was wrong in 2007.That is not an indictment, most folks were, including me (I was fortunate enough to miss the worst of it). My problem is with him still clinging to the same names for investors today as if the fundamentals of financial firms are not permanently changed AND if anyone has watched Congress the past month, are going to change even further. Also, blaming Paulson for the collapse of financial firms is erroneous. It smacks of blaming someone else for his investing mistakes. They collapsed not because of Paulson's actions but because of the garbage they held (and many still do). It seems as though Dremen has not learned from his past mistakes.

I think it isn't very responsible to reccomned investors buy banks now when:
1- The government is the majority shareholder in most
2- Increased regulation and restriction are coming down the road
3- We do not know how detrimental to earnings going forwsrd these news regulations will be
4- The government is dictating terms for compensation all but assuring the best talent will not be working there.

How can we recommend people buy shares in a company when we really have no idea what its business environment will look like in 6 or 12 months? If we do, aren't we are gamblimg and telling people to do the same? Now, I am not saying Dremen is wrong in his outlook. Banks may very well recover and be fine. What I am saying is that nobody knows what rules the financial services industry will be playing under a year from now. How can we tell people to buy shares in the participants knowing that? I can't.

For the record, I am long Wells Fargo (WFC) and holding it. I will not be buying more.


Disclosure ("none" means no position):None

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Daniel Hannan Says It Like It Is

Am I the only one who longs for this type of rhetoric in Washington? Face to face rather than the snide snippets in hearings or to the TV camera we see?

Wall St. Newsletters


thanks to Alex at Contrarian Value Investing for the heads up on it.
Best line "you cannot spend your way out of recession or borrow your way out of debt". Anyone listening?



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Thursday's Links

Newspapers, Blockbuster, Wrestling, Fed Ex

Wall St. Newsletters


- Are you kidding?

- Once again about 6 months behind Netflix


- I am sure this is a question the Founding Fathers wrestled with??

- Tells Congress where to shove it

Disclosure ("none" means no position):

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Wednesday, March 25, 2009

Comments Section Fixed

It recently came to my attention that many of you were not able to, for a while, add comments to posts. Don't know why it happened, I believe it happened about the same time I changed the layout. It has been fixed so please comment away..

Wall St. Newsletters




Disclosure ("none" means no position):

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Waiting, Waiting, Waiting

It really is the hardest thing to do.
Wall St. Newsletters

So on Sunday March 8th I was on Fox News talking about what I felt was an upcoming rally in the stock market.


That Monday the S&P (.INX) sat at 676 and today hovers at the 800 market for a 18% gain in a dozen trading days. Great? No. Why not you say? While I expected a large rally, I did not think it would begin the following day. Because of that, names I own and was looking at adding to like GE (GE), Dow Chemical (DOW) and AutoNation (AN) have all climbed over 30% since then. The bad news is that I did not add to them then.

Do you know how hard it is to have something you wanted to buy, at an unbelievable price climb and to not have added to what you own? The near irresistible impulse is to run out an chase it higher and buy is killing me. There is also the self aggravation of NOT pulling the trigger then because you decided to wait it out just a bit longer, yes, I'm annoyed at myself.

But, I'm not buying now. Why? While the market was in my humble opinion too low at 676, there is not a real reason it should be at 800 now, this soon. The economic landscape, while not deteriorating as badly as before, is by no means improving. Recent housing numbers were not positive, unemployment still getting worse and lending still restricted.

Banks, rather than taking TARP money and helping to expand the economy has grown tired of overbearing politicians have decided it is not worth it to have it and has said they will instead pay it back. This is bad for growth.

Now, things aren't desperate. I am not gloom and doom. I just do not think the value of US business is 18% higher today than it was 12 days a go.

So I wait. I wait for the recalibration of value I think is coming and then I will be sure the next time not to miss the lower prices.



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

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AIG, Congress, 9/11, Hamilton and King Pyrrhus

This is great. Our irresponsible Congress has declared war on innocent workers trying to fix the mess created by others and in part, by Congress itself. Nothing to do with investing but tried to ignore this on the blog as long as possible. Have to say something.

Wall St. Newsletters


Dear AIG, I Quit!! Dear AIG, I Quit!! todd sullivan This sums it up prefectly


Here is a good post on the current "Financial McCarthysim" currently being exhibited. Another one by Fred Wilson is here

Another interesting point. The resent legislation to tax AIG bonuses above $250k at 90%. This is a retroactive tax legislation akin to Congress deciding driving a SUV is illegal and fining everyone who currently owns one. No different.

The height or the lunacy was the admission from Congress that member voted for it even though they assumed and realized it "would not pass a Court challenge". In other words, the succumbed to the angry mob they themselves incited. Let's not forget, these bonuses were not a secret and Treasury Secretary Tim Geithner knew about them months ago, as did many members of Congress.

In an effort to extort those who received the bonuses to give them back, the NY AG Cuomo demanded the names of those who received one. The implied threat here was the names would be made available to a then frenzied public. One must not forget these folk were already being subjected to death threats, had armed security at the building and patrolling parking areas. This was no idle concern on their part.

Let's look back shall we? Remember a little event called 9/11? What would have happened if the President and Congress attacked "Arabs" the way they currently are attacking "Wall St." and "Bankers". If we decided to pass retroactive legislation stripping Arab mosques of their tax free status as houses of worship and refund monies would that have been accepted or cheered by the public? Would the ACLU have remained silent?

We are a nation of rights and laws. The willing suspension of those for any group, no matter how distasteful it may be cannot be tolerated. Why? Someday you may be in the group targeted.

In the Federalist Papers #35, Alexander Hamilton wrote "There is no part of the administration of government that requires extensive information and a thorough knowledge of the principles of political economy, so much as the business of taxation. The man who understands those principles best will be least likely to resort to oppressive expedients, or sacrifice any particular class of citizens to the procurement of revenue. It might be demonstrated that the most productive system of finance will always be the least burdensome."

Yet, this is exactly what this Congress did....it is shameful.

Congress in its infinitesimal childness held hearings to publicly eviscerate those NOT RESPONSIBLE for the problems at AIG. Now, they are leaving. Who will replace them? Who will try to assure the US taxpayers gets repaid? Would anyone in their right mind go work there now?

This was a pyrrhic victory for Congress. The theologian, Reinhold Niebuhr writing of the need for coercion in the cause of justice warned that: "Moral reason must learn how to make a coercion its ally without running the risk of a Pyrrhic victory in which the ally exploits and negates the triumph"

Guess Congress did not get the memo...



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Wednesday's Links

Friedman, MTM, Oil, Oil

Wall St. Newsletters

- I do not always agree with him, but do this time

- More on the debate

- From the demand side

- Did you know oil was essentially free right now?


Disclosure ("none" means no position):

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Tuesday, March 24, 2009

Blockbuster's Investment From "Mark: Chapter 11"

This isn't the good news people might think it is. So, I was going through some old news and found this (I forgot to write about it the first time).

The news:
Blockbuster Inc. (BBI) has received a boost from its former rival Mark Wattles, who purchased a 5.7% stake in the movie rental chain and said he doesn't believe the Dallas-based company will file for bankruptcy any time soon.

Wattles, co-founder and former CEO of Hollywood Entertainment and currently the majority owner of the Ultimate Electronics chain, said in a Securities and Exchange Commission filing on Monday, March 16, that he acquired the shares for investment purposes because he believes Blockbuster "does not have a motive to reorganize under Chapter 11."


Anyone remember Wattles last investment? Yup, now defunct Circuit City.

Mr. Wattles, principal of Wattles Capital Management LLC and the founder of video-rental chain Hollywood Entertainment, took a 6.5% stake in Circuit City, which had at the time about $12 billion in annual sales. Circuit city was evenautally liquidated

Beofre Circuit city Mr. Wattles bought Ultimate Electronics out of bankruptcy, ran it back into bankruptcy, and the bought it out again in 2005. Today it has locations in 9 states and is private, so no word on how it is performing is easily available.

Before that Wattles was best known as the founder of Hollywood Entertainment Corp., which he sold to Movie Gallery Inc. for $1.2 billion in 2005. Good timing. The combined company? You guessed it, ended up in bankruptcy.

Now Blockbuster.

Blockbuster Inc. Chief Executive Jim Keyes recently an independent auditor's doubts about its ability to continue as a going concern shouldn't hamper its day-to-day operations at a time when so many other companies are having difficulty coping with the economic crisis. "Given the tightness of the credit markets these days, we are not going to be alone," he said on a conference call. Blockbuster has spent "a lot of time" explaining its liquidity position to movie studios and various suppliers, Keyes explained.

He also that the "single biggest driver" weakening U.S. DVD rentals in the last two months been lackluster new release titles. In last year's first quarter, new DVD titles included "Enchanted" and "I Am Legend," while debuting releases this year have been "good but not great" in comparison, Keyes said during a recent conference call. "The good news is that we're seeing unprecedented theatrical strength," he added, pointing out that current box office hits like "Watchmen," "Slumdog Millionaire" and "Paul Blart: Mall Cop" will be available on DVD in a few months, driving greater domestic DVD rentals.

What effect? Blockbuster swung to a fourth-quarter loss on a $435 million non-cash charge related to a decline in the value of its assets. The company also said three of its largest creditors have agreed to extend its revolving credit facility through Sept. 30, 2010, alleviating concerns about a debt payment that would have been due this August. The company said it lost $362.7 million, or $1.89 a share in the fourth quarter of 2008. In the same quarter a year earlier, it posted a profit of $38.1 million, or 20 cents a share. Excluding items, the company would have earned $80.4 million, or 40 cents a share, in the latest three months. Revenue fell to $1.38 billion from $1.57 billion, as the quarter included one less week than the fourth quarter of 2007.

Keyes did not comment or was not asked why Netflix (NFLX) "is kicking his ass". Blockbuster has drifted aimlessly under Keyes from an attempt to go after Netflix through the mail, a half hearted streaming online push and now some bizarre Apple (AAPL) envy induced store concept.

I'm not sure what Wattles thinks he can do at Blockbuster. If he wanted cheap real estate he should have just picked up some of Circuit City's locations. Blockbuster is dying...it just does not know it.

This whole thing is a bit incestuous if you remember correctly because it was Keys who offered $1 billion for Circuit City just months before it was worth, um ZERO.

If history is a guide.....it is only a matter of time before we see another "11" associated with a Wattles investment.



Disclosure ("none" means no position):none

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Wilbur Ross on TALF

Not for nothing but Wilbur Ross and Berkshire's (BRK.A) Buffett said from day one they would e willing to participate in this. It is beyond my ability to understand why it has taken so long to implement.

Wall St. Newsletters






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Jim Chanos from 2005 on AIG's "Accounting" and MTM

This is a nice piece on Chanos saying them that executives at AIG (AIG) did not really know what they had on the books then. He also comments are Treasury's new plan for "toxic assets".

Wall St. Newsletters
















He makes the sobering point that "the only things are getting done are those with government assistance". That is not good news as government cannot continue to make all markets.

Chanos also had an op-ed in the WSJ today:

In it he defends mark-to-market accounting but does admit some alterations to it are necessary.
Unfortunately, the FASB proposal on March 16 represents capitulation. It calls for "significant judgment" by banks in determining if a market or an asset is "inactive" and if a transaction is "distressed." This would give banks more discretion to throw out "quotes" and use valuation alternatives, including cash-flow estimates, to determine value in illiquid markets. In other words, it allows banks to substitute their own wishful-thinking judgments of value for market prices.

The FASB is also changing the criteria used to determine impairment, giving companies more flexibility to not recognize impairments if they don't have "the intent to sell." Banks will only need to state that they are more likely than not to be able to hold onto an underwater asset until its price "recovers." CFOs will also have a choice to divide impairments into "credit losses" and "other losses," which means fewer of these charges will be counted against income. If approved, companies could start this quarter to report net income that ignores sharp declines in securities they own. The FASB is taking comments until April 1, but its vote is a fait accompli.

Obfuscating sound accounting rules by gutting MTM rules will only further reduce investors' trust in the financial statements of all companies, causing private capital -- desperately needed in securities markets -- to become even scarcer. Worse, obfuscation will further erode confidence in the American economy, with dire consequences for the very financial institutions who are calling for MTM changes. If need be, temporarily relax the arbitrary levels of regulatory capital, rather than compromise the integrity of all financial statements.



Regarding mark-to-market, I do not see too many market participants backing it 100%. All those I have seen favor some modifications to it, the argument seems to rest of what or how much.

Disclosure ("none" means no position):none

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Wells Fargo Annual Letter

I am slowly turning from wanting to unload my Wells Fargo (WFC) position to just sitting back and keeping it.


Wall St. Newsletters

Here is the Wells Fargo 2008 annual Report to shareholders:
Wells Fargo Annual Report Wells Fargo Annual Report todd sullivan A good read

Tom Brown had some interesting thoughts on it. Here are just a few:

Management is honest. Candid admission of error in CEO letters is rare, yet right up front, Stumpf concedes, “We made some mistakes but kept our credit discipline.” Nor does Stumpf sugarcoat his outlook for the future. “If you’re a pessimist, there’s a lot for you to like about 2009,” he writes. “It will be a rough year for our economy and our industry. Consumer loans will continue under stress, chargeoffs [uncollectible debt] probably will continue to rise.” Contrast that with what you’ll read in letters from banks that lost money in 2008 (which Wells Fargo did not.) You’d never guess they’re buried under problem loans! Wells Fargo is not in denial.


The company wants to build value, not an empire.
In 2008, Wells Fargo doubled its assets with the acquisition of Wachovia. But in discussing the deal, Stumpf emphasizes that Wells didn’t do it simply to bulk up. “Size alone means nothing to us,” he writes. Then Stumpf repeats a mantra coined more than a decade ago by his predecessor, Dick Kovacevich: “You don’t get better by getting bigger, you get bigger by getting better”. Somebody please tell that to AIG, Bank of America, and Citigroup!


Management is truly focused on its teammates. In most shareholder letters, CEOs feel the need to buck up the rank and file with some gratuitous comment that “our employees are our greatest asset” or “our people are our greatest competitive strength.” They don’t mean a word of it, of course. Wells Fargo does. The company has long believed it can differentiate itself with superior employee performance; the record of the last 20 years shows that it can—and has. Stumpf writes, “we call them team members (an asset in which to invest), not employees (an expense to be managed).” At Wells, that investment has paid off. According to survey data gathered by Gallup, Wells Fargo’s community banking group has 8.7 team members who say they’re engaged in their work for each team member that’s actively disengaged. This compares with 2.5 engaged-to-disengaged team members five years ago, and a national average of 1.5 to 1. I believe the deep commitment of Wells’s employees is a key factor in the company’s long-term success.


For my money Wells Fargo's Chairman Richard Kovacevich had the best line about the current crisis when he said last year, "I'll never understand why bankers always seem to invent new ways to lose money when the old ones worked just fine".

Let's not forget Wells Fargo fought tooth and nail NOT to take TARP funds but was strong armed into it by then Treasury secretary Paulson. Now, those may say, "give it back". I am sure Wells will repay it as soon as they can but, if the gov't is giving all your competitors (JP Morgan (JPM), Citi (C), Bank of America (BAC))a financial boost, don't you risk losing some competitive advantage by declining it in an uncertain market? I believe you do.

This is especially true when you consider Paulson made it clear to Kovacevich that should he decline it then and then need it later, it would a most unpleasant transaction for shareholders. In the end, Wells took the money.

Time to sit back now and watch to see how the Wachovia merger is digested. There is too much uncertainty out there politically (both good and bad)to make a concrete decision.




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

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Tuesday's Links

Katrina, Ross, Banks, Pay

Wall St. Newsletters


- The current mess is Obama's Katrina

- Wilbur Ross is the best at this stuff

- The bank rally?

- This is a huge mistake
Disclosure ("none" means no position):

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Monday, March 23, 2009

UBS Downgrades AutoNation OR "Why You Should Ignore Analysts"

Let's put this the nicest way possible, it now is obvious drug testing is not happening at UBS (UBS).

Wall St. Newsletters


First the news:
UBS bank downgraded the Fort Lauderdale-based company’s stock to "sell" from "neutral."

An analyst report by the Zurich, Switzerland-based financial services company said: “We believe that AutoNation continues to face liquidity concerns, especially in the third quarter of 2009, when its debt covenant thresholds change.”

UBS analyst Colin Langan wrote in his report that “AutoNation is currently trading at 19 times our revised 2009 earnings per share estimate, above its historic average, despite its limited liquidity."

The UBS downgrade came one day after AutoNation announced a new program to cover customer auto loan payments for six months if the customer suffers a layoff or involuntary job loss.


AutoNation (NYSE: AN) said Wednesday it will cover customer payments for six months in the event of job loss. The program starts Thursday in 33 South Florida dealerships. It’s similar to one announced by Hyundai last year, in which the Korean automaker allows people to return cars if they lose their jobs.

Customers must have been employed for at least 30 days and apply for unemployment benefits. The benefit does not start until the car has been owned for three months, according to an advertisement.

What does it all mean?

Well, for UBS to be remotely accurate, annual vehicle sales would have to:

1- Drop below the 9 million annual units they are now
2- AutoNation's cost cutting program that is still ongoing would have to come to a complete stop
3- The "job guarantee" program referenced above, the one which Hyundi has called a "home run" would have to be a flop (Hyundai has seen sales fall by the lowest amount, due to the program)
4- Fewer dealerships would close, thereby eliminating the market share gains AutoNation is currently seeing
5- The recently enacted TALF would have no effect of the industry, despite that fact it already has.

Let's not forget, Mr. Langen is predicting the US auto market out to Q3 this year. It just is not possible to do that at this point with any degree of accuracy. There are so many material events currently unfolding designed to free up the credit necessary for the market to grow that making an assumption about what will happen almost 30 weeks from now is just irresponsible.

There is significant postponed demand right now. A friend of mine who sells cars told me this weekend that loans that were a blanket "no" a month ago are now getting a serious look and more are being approved. The now 6 month backlog of buyers out there is starting to show signs of letting loose.

Let's look at UBS's history with AutoNation


They initiated it with a "neutral" in Jan 2008 ad then as the economy and credit markets fell off a cliff they maintained the "neutral". As consumer credit totally froze in Q4 2008 and up through Jan. 2009, UBS was still "neutral". But now, that the program AutoNation CEO Mike Jackson called for last year to free up consumer credit (TALF) has just been enacted, now that we are actually seeing signs credit flowing and previously denied consumers getting auto loans, now it is time to jump ship.

Time to jump ship for a reason that is unprovable and at best a wild guess. This just typical. It gets even more bizarre when you consider AutoNation itself is not giving guidance. They have said that the situation is too fluid and changing daily, therefore any look down the road can easily be inaccurate. In other words, the guys who are on the inside and have all the information aren't comfortable looking down the road. Perhaps next time Mr. Langen next time ought to actually go to AutoNation, take a look around and talk to executives, it would improve the accuracy of his projections...

Remeber all the "buy calls and $900 - $1000 price targets from analysts in Google (GOOG) when ut was at $700???? today? $330.

You should give this the the same treatment.....ignore it.

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

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Monday's Links

AIG, GE, Oil, Inflation

Wall St. Newsletters

- Sues the government

- Inside the black box

- This is a real problem down the road people

- With the printing presses running full speed, you cannot discount this
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Sunday, March 22, 2009

Amerco Bankruptcy & GGP: A Blueprint?

The similarities are striking...Bill Ackman talks about it in the video at the end.

Wall St. Newsletters

Why did Amerco file for bankruptcy?

Amerco took the action in 2003 to restructure its debt, officials said, adding that since the its assets are greater than its debt, it intends to repay its creditors in full pursuant to a full-value plan of reorganization. Amerco obtained a commitment from Wells Fargo Foothill (WFC) for a $300 million debtor-in-possession facility, officials said, and for a $650 million bankruptcy emergence facility.

On Oct. 15, 2002, Amerco defaulted on a $100 million principal payment owed to holders of 1997 asset-backed notes. That default triggered defaults on other debt outstanding. Until the filing, the company had been in negotiations with creditors about restructuring its debt.

"Business fundamentals at the company remain strong," said Joe Shoen, Amerco's chairman at the time. "Amerco has taken a positive step in choosing Chapter 11 to facilitate the restructuring of its debt. We are getting our financial house in order."

Amerco'sJoint Plan of reorganization filed Oct. 2003

Debtors disclosure statement under the Joint plan


Here is the part is this bankruptcy that GGP shareholders need pay attention to
Specifically, the Debtors believe that their businesses and assets have significant going concern value that would not be realized in a liquidation, either in whole or in substantial part. According to the valuation analysis and the liquidation analysis prepared by management with the assistance of the Debtors' restructuring advisors, Alvarez & Marsal, Inc. ("A&M"), and the other analyses prepared by the Debtors with the assistance of A&M, the Debtors believe that the value of the Estates of the Debtors is significantly greater in the proposed reorganization than in a liquidation.


So, as debtholders were made whole, through restructuring of the debt, this is what was propsed for the common and prefered stock
Existing Common Stock means shares of common stock, par value $0.25 per
share, of AMERCO that are authorized, issued and outstanding prior to the Effective Date. Other Interests means the preferred share purchase rights issued by AMERCO pursuant to that certain stock-holder rights plan adopted by the Board of Directors of AMERCO in July 1998, with each such right entitling its holder to purchase from AMERCO one one-hundredth of a share of Series C Junior Participation Preferred Stock (Series C), no par value per share of AMERCO, at a price of one one-hundredth (1/100th) of a share of Series C, subject to adjustment. The Plan does not alter or otherwise impair the Allowed Existing Common Stock and Other Interests.


Here was the thought process behind the debtors plan:
Shortly after filing for relief under Chapter 11 of the Bankruptcy Code, the Debtors focused on the formulation of a plan of reorganization that would allow them to quickly emerge from Chapter 11 and preserve their value as a going concern. The Debtors recognize that in the competitive arena in which they operate, a lengthy and uncertain Chapter 11 case may detrimentally affect the confidence in the Debtors by their respective vendors and employees, impair their financial condition, and negatively impact the prospects for a successful reorganization. The terms of the Plan are based upon, among other things, the Debtors' assessment of their ability to successfully restructure their capitalization, make the distributions contemplated under the Plan, and pay their continuing obligations in the ordinary course of the Reorganized Debtors' business.

Also, like GGP, Amerco had a very higher percentage of insider ownership of the common stock.


Well, you ask? What happened?

From 2003
AMERCO today announced that all of its creditor classes have approved the Company's Plan of Reorganization. Creditors under the Plan will receive a combination of cash and new notes in AMERCO.

"Now that we have a 100 percent consensual agreement with all creditor groups, we are poised to emerge from Chapter 11," stated Joe Shoen, chairman of AMERCO. "We are gratified that our creditors have recognized that our Plan is in the best interest of all of the company's constituencies."

According to Richard Williamson, Regional Managing Director at Alvarez & Marsal, Inc., "AMERCO is positioned to accomplish one the most successful restructurings in recent history. On the effective date of the Company's Plan of Reorganization, AMERCO will have restructured, on a consensual basis, over $1.2 billion in debt and lease obligations with no dilution to equity holders." Alvarez and Marsal, Inc. has served as the exclusive financial advisor to AMERCO since May 2003, with respect to its negotiations with creditors and in the raising of exit financing and its capital restructuring.

A Confirmation Hearing is scheduled to be held by the U.S. Bankruptcy Court in Reno, Nevada beginning on February 2, 2004. Subject to confirmation by the Court and the completion of all necessary documentation, the Plan should become effective and be funded shortly thereafter.


The plans were approved and common shareholders were let whole.

This is part of the blueprint Ackman is looking at in my opinion. Were is not for the credit markets, GGP would have refinanced the debt and because of its strong operations, the company itself would be functioning.

Because of the similarities to Amerco, GGP can make the same arguments for the debt restructuring and the survival of the equity.



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

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

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Saturday, March 21, 2009

Weekend Reading

Energy, Oil

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- If government won't do it, entrepreneurs will

- Chu's got it all wrong

-
Disclosure ("none" means no position):

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Friday, March 20, 2009

Friday's Links

NetFlix, Atlas Shrugged, Reader, GE

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- What does it cost to stream a movie?

- Not just a political novel

- Sony and Google take on Amazon

- What happened?
Disclosure ("none" means no position):

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Thursday, March 19, 2009

FDIC's Sheila Bair on 'Bad Bank' Plan

There is a real eye opening statement in this interview..

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Talk about the Federal Reserve creating a "bad bank" to buy toxic assets from financial institutions has been floating around. Kai Ryssdal discusses with FDIC Chairwoman Sheila Bair how the plan would work.



Here is the part:
Blair said, “Well, I think they will certainly be worth more than the current valuations. I think that is the assumption. And I think that's true. I mean, at the FDIC we sell troubled bank assets all the time. You know, when banks have to be closed, we take over as a receiver, so we're pretty familiar with the market right now. So we think that that is absolutely true that the assets are worth more than the current market conditions assign to them. And so that, yes, over time there will be significant profits from these.”

Now, this was the original plan back in October 2008. It is also the plan Berkshire's (BRK.A) wanted in on and the plan and fellow billionaires Wilbur Ross and John Paulson have recently offered to participate in. It is also the plan I argued for here in October several times.

This goes to the whole folly of the second batch of bailout funds. One can argue the first was necessary to stop the collapse. Step two and three ought to have been removing some of the worst assets and then modifications to market to market to reflect better valuations of all illiquid securities.

Instead we have thrown more money down the black hole and are only now considering MTM alterations and getting serious about the "bad bank" idea. Meanwhile the tab is over $1 trillion up from the initial $350 billion spent.

Such a waste of resources...

Disclosure ("none" means no position):

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Wicksell Rate Says Buy..

"Davidson" submits......

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It is useful for value investors to see how this may be applied when investing in common stock as it reveals that the markets do indeed arbitrage with the principle of Relative Returns. For the many who have attempted the use of simple relationships, i.e. P/BV, Market Cap/GDP, P/E this will appear overly complicated, but I do not apologize. I only observe that the world of capital requires adjustments to valuation so that a competitive return can be had.

The basic formula is the long term Real GDP + adjustment for inflation = Wicksell Rate(proposed by Knut Wicksell in 1898).

In reality this comes down to using the Dallas Fed 12mo trimmed mean PCE as the measure of core inflation and for US investors the Real US GDP long term trend which today sits at 3.16% and over the next 10yrs will fall to 3.15% based on 80yrs of history. Based on the Feb 2009 Dallas Fed PCE release of 2.2%, the Wicksell Rate at the moment is ~5.4%. This is the moving Wicksell Rate(Capital Return Benchmark) that essentially rises and falls with core inflation while Real US GDP does not vary very much for 5yr forecasting purposes. This approach is not for next quarter’s GDP or even next year’s GDP as we all know that no one has ever forecasted these levels with precision. However, IF WE KNOW WHEN THE MARKET IS OVER VALUED OR UNDERVALUED VS. THE WICKSELL RATE, WE CAN KNOW WHEN TO COMMIT FUNDS AND WHEN TO REMOVE FUNDS BASED ON RELATIVE RATE OF RETURN.

In using this approach one needs to be cognizant that psychology plays a significant role in market valuations for periods as long as several years. I call attention to the sell signal given when the SP500 return fell below that of the Wicksell Rate in 1997 and did not provide a buy signal till August of 2002. In general this valuation approach would have sold during periods of excess valuation and bought only after corrections had mostly run their course. The fact that it resulted in a buy signal just prior to the Fall 2008 collapse demonstrates that when market valuation rules change so does the ability of the market players to know where the values are in the market place. They just sell out and wait for the dust to settle. This was the stark effect of imposing an artificial price-based Mark-to-Market valuation methodology to securities known to be of much higher quality than those prices reflected.

The other half of the process, i.e. developing a reliable forward return for the SP500, requires the knowledge that 1) SP500 ROE has been surprisingly steady at ~14%, 2) SP500 BV has had surprisingly growth of ~6% since 1978 and the SP500 represents ~90%+ of US market capitalization. Together, these facts let us assume that the next few years will run along the same trend. This method is to divide the 2yr forward SP500 Book Value into the current SP500 Index Price and multiply this by the ROE to get a measure of how much of this ROE the investor receives at the current SP500 Price level. The 2yr number is based on the rational that Value investors look at least 2yrs into the future.(Value investors are not traders) The calculation looks like this:

(SP500 Price)*(SP500 ROE Trend of 14.2%)/(2yr Forward SP500 Book Value) = 2yr Forward Return at the Current SP500 Price Level



This proves that the market does have a rational Relative Return process at work. It also proves just as simply that regulations and psychology can tamper with the relationship over shorter periods such as the one we find ourselves in today.

The current market is an extraordinary buying opportunity!!



Disclosure ("none" means no position):

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GE on the Hot Seat

GE (GE) is having an investor meeting today.

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Some commentary:




Too be honest I blew in on GE. When shares sat around $7 and $8 I fiddled on buying more shares but decided to wait due to the uncertainty I had about it. With shares today over $11, look like I let 50% run by me in a week and a half.

Will I run out and buy now? No.

I still think both GE ans the market as a whole now are due for a pull back. The good news is I am more convinced that GE will be just fine. When the pullback comes, I will be ready to buy this time.

If it never comes, oh well. At least the shares I already own are making some money...just not as much. I guess the lesson here is to trust yourself?

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

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Sears' Balance Sheet "Problem"??

So there was an article out last week that brought up the issue of Sears Holdings (SHLD) and its balance sheet. It focused on Sears credit revolver and its upcoming renewal in 2010. It also misses the point.

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First, here is the article. For those who do not want to read the whole thing, here are the main points in it.

One nitpicky point. The author claimes the revolver is a $3.8 billion one. It is a $4 billion one.

Disregard the reported fourth-quarter profits, when Sears earned $2.94 a share. The company is expected to post quarterly losses in the coming three quarters, which are seasonally weaker; that's likely to pressure EBITDA levels, which have been falling steadily for a few years. Coupled with the expiration of a March 2010 $3.8 billion credit revolver, poor EBITDA could bring the spotlight to the company's balance sheet.

Although that revolver doesn't need to be replaced for another 12 months, the company will need to line up a replacement later this year, ahead of the peak working capital needs during the holiday season. (In fiscal 2008, Sears tapped roughly $3.0 billion of the revolver, and the company can ill afford to risk coming up against the revolver's limits this time around, which would appear to be the case in light of still-negative comps that will likely pressure cash generation for months to come.)


Let's look. From Sears recent 8-K, "Reduced total short-term borrowings on our $4.0 billion revolving credit facility from $1.9 billion at November 1, 2008 to $435 million at January 31, 2009". The "tapping" of the credit facility is done for inventory purposes and then is paid off as that inventory is sold.

Regarding inventory, from the same 8-K, "Merchandise inventories were approximately $8.8 billion at January 31, 2009 as compared to $10.0 billion at February 2, 2008. Domestic inventory levels declined from $9.1 billion at February 2, 2008 to $8.1 billion at January 31, 2009 despite the addition of $120 million of Kmart footwear inventory which was added when Kmart began operating its footwear department in January 2009. Inventory levels at Sears Canada decreased $181 million, largely due to the impact of foreign currency exchange rates."

The implication here is that Sears is getting a better handle on inventory and carrying less. 

Back to the piece. It goes on to say more store closings and less share repurchases would have avoid Sears being in this situation, then this:

How much EBITDA Sears can generate this year has important implications for the retailer's efforts to replace that $3.8 billion credit revolver. Sears's EBITDA fell from $2.55 billion in fiscal 2008 to $1.6 billion in fiscal 2009, and a drop of a similar magnitude this year would be a big problem. For example, the retailer needs at least $500 million simply to support interest payments and maintenance capex. With little cash available to support other badly needed investments in the store base, the retailer's competitive positioning -- already weak -- could weaken yet further.

As Sears looks to replace that revolver, it appears that it will be hard to secure an additional $3.8 billion line. Yet as noted above, Sears needs nearly that much money to support seasonal working capital needs (which peak in November). Securing a smaller revolver may not be an option, which may lead the retailer to sell good assets such as the Land's End catalog business, one of the few jewels in the empire. Suffice it to say a revolver that is far smaller could lead to a severe liquidity crisis
Scary right? Well, not if you undestand the credit agreement and how it is usd. Let's look.

From the December 2008 10-Q
We have a $4.0 billion, five-year credit agreement (the “Credit Agreement”) in place as a funding source for general corporate purposes, which includes a $1.5 billion letter of credit sublimit. The Credit Agreement, which has an expiration date of March 2010, is a revolving credit facility under which Sears Roebuck Acceptance Corp. (“SRAC”) and Kmart Corporation are the borrowers. The Credit Agreement is guaranteed by Holdings and certain of our direct and indirect subsidiaries and is secured by a first lien on our domestic inventory, credit card accounts receivable and the proceeds thereof. 
Availability under the Credit Agreement is determined pursuant to a borrowing base formula, based on domestic inventory levels, subject to certain limitations. As of November 1, 2008, we had $1.9 billion of borrowings and $1.0 billion of letters of credit outstanding under the Credit Agreement with $1.1 billion of availability remaining under the Credit Agreement. 
The $1.9 billion in borrowings, borrowed in the first nine months of fiscal 2008, are classified within short-term borrowings on our Condensed Consolidated Balance Sheet as of November 1, 2008 as we expect to repay the entire $1.9 billion of borrowings in December 2008 (although we do expect to borrow on the revolver again in the month of January 2009). The Credit Agreement does not contain provisions that would restrict borrowings or letter of credit issuances based on material adverse changes or credit ratings.

Our $4.0 billion Credit Agreement is funded by a consortium of banking entities, including an affiliate of Lehman Brothers. This affiliate has a $207 million total commitment in the $4 billion revolving credit facility, but since September 17, 2008 has not funded its proportionate share of our borrowings under the facility.
The majority of the letters of credit outstanding under the Credit Agreement are used to provide collateral for our insurance programs.
Here is the actual agreement.

The author claims that Sears EDITDA this year will "have implications" for what it quaifies for in renewal. But, the current agreement says: 
Borrowing Base" means, at any time, an amount equal to (a) 85% of the aggregate outstanding Eligible Credit Card Accounts Receivable at such time plus (b) the lesser of (i) 70% of the Net Eligible Inventory at such time minus 100% of Other Borrowing Base Reserves and (ii) 85% of the Net Orderly Liquidation Value at such time. The Agent may, in its Permitted Discretion and with 5 days notice to the Borrowers, reduce the advance rates set forth above or adjust one or more of the other elements used in computing the Borrowing Base.
As the 10-K above says,  borrowing of it are "inventory based", not based on earnings

Now let's also look at uses of some funds.  Last year Sears produced $990 million in cash from operation, repaid $262 million in long term debt and repurchased almost $700 million in stock. It sits on $1.2 billion in cash as of 1/31/2009.

Clearly we can assume that should the economy deteriorate further the nearly $1 billion spent on debt repayments and share repurchases last year would not be used for those purposes in this one. Also, if you look closer at the timing of the uses for the line of credit, it says the $1.9 billion was used "in the first 9 months of 2008" meaning the holiday season is funded well in advance. It also means 2009's Season is just fine.

The reality is that the author's claim that Sears needs near $3.8 billion "to support working capital needs" grossly overexaggerates the reality.  They "needed" a mear $1.9 billion in 2008 and should they stop paying down debt and repurchasing shares this year,  that drops to around $900 million.

The question isn't whether or not Sears gets the revolver renewed, they will. The question, given the current state of credit markets is just how expensive it will be to do so. 


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

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Thursday's Links

Blogs, thank you, New sports,Nat Gas

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- Timing of this is odd as having conversations with several IR Depts... hope they read this

- Sullivan, AIG, Sptizer & Melissa Theuriau all in one post!!

- Victory for Title IX, chicks in panties playing football

- Lock in those prices if you can
Disclosure ("none" means no position):

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Wednesday, March 18, 2009

Sears Holdings Buys More Sears Canada Shares

Vintage Lampert, buying shares of a company he offer to buy for less than he offered two years ago...patience..

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From the National Post
Sears Holdings Corp. (SHLD) continues to add to its nearly 73% stake in Sears Canada Inc. The U.S. retailing giant bought 29,600 shares of its Canadian subsidiary for around $17.85 per share between March 9 and March 10, 2009. This brought SHLD Acqusition Corp.’s holdings in the Canadian retailer to 20,756,173 shares. The transactions follow Sears Holdings Corp.’s purchase of 32,000 shares on Dec. 1, 2008.

In November 2006, Sears Canada shareholders rejected an $888-million bid by its parent after some investors said the $17.97 per share takeover price was too low. However, the potential deal sent Sears Canada shares nearly 50% higher since the offer was made to almost $30 per share.

Now follow this. As of 1/31, Sears Canada (SCC) had 107 million shares out and $891 million in cash on the books or, $8.32 a share. So, Lampert pays $17 a share, and then gets to add the $8.32 a share to Sears Holdings cash balance because of his ownership percentage for a nice 52% return. Beautiful...

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

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Why Are AutoNation Shares Surging?

For those who have not noticed, AutoNation (AN) shares have surged 193% from their October 2008 lows. They sell cars .......why?

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Reasons:
1- Cars fall apart. Demand for auto's does not disappear. As a matter of fact, it has not fallen by that much, as sales numbers would have you believe. AutoNation CEO Mike Jackson has said he has full showrooms of customers, they just cannot get the credit to buy cars. Demand is steadily is building and customers will surge to pick up low priced vehicles when credit loosens.

2- Market share. Thousands of dealerships have closed of the last two year sand near a thousand more this year will go under. The good news for shareholders is they are not AutoNation's. AN is picking up large market share gains "through attrition" as Jackson predicted they would last year in my interview with him.

3- Microsoft's (MSFT) Bill Gates and Sears Holdings (SHLD) Eddie Lampert have been aggressively buying shares and own over 58% of it.

All that is great Todd you say. BUT, when does auto credit loosen? Well, it just might be now.

From Reuters
The first asset-backed securities offering under the Federal Reserve's TALF program met with robust demand on Tuesday, leaving hungry investors clamoring for more of Nissan's $1.3 billion deal.

"The deal was four to five times oversubscribed in the first eight minutes that it was announced," said Mike Kagawa, portfolio manager at Payden & Rygel in Los Angeles, who did not get a chance to participate in the sale.

Through its Term Asset-Backed Securities Loan Facility, or TALF, the Fed aims to unclog the consumer loan market and jump-start the fledgling ABS market, nearly shut down by the credit crunch and soaring funding costs last year. ABS supply slumped by 82 percent to $159.8 billion in 2008 and has totaled just over $4 billion so far this year.

Under the plan, the Fed will make loans to investors for the purchase of ABS securities. Once the securities are sold, issuers of bonds will have freed up capacity on their balance sheets to make new loans to consumers.

JPMorgan Securities and Banc of America Securities are underwriting the "AAA"-rated four-part sale, which includes a 0.32 percent issue offered at a spread of 40 basis points over one-month Libor, a one-year issue offered at 185-200 basis points over eurodollar swap futures and two-year and 3.16 year notes at spreads of 200 to 225 basis points and 325 to 350 basis points over swaps, market sources said.

Other ABS investors agreed the deal met with very strong interest. "It quickly came and went," another investor said.

Automakers, which rely heavily on the securitization market for funding of their auto loans, are expected to benefit the most from the plan. World Omni is also expected to be in the line-up of TALF-eligible auto sales over the near-term, market sources said.

I first picked up shares in May last year at $15 an change a then quadrupled the position in Sept-Oct between $7 and $8 for a now average cost of just over $9. Since they are up over 40% am I thinking of selling? No.

The turnaround story here is just beginning. AN is now a very lean operation and there are years of markedly improved earnings coming. As I first said in August last year and still believe, eventually AutoNation, Sears auto and AutoZone become one.

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

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Wednesday's Links

Prank, Barney Frank, Short Squeeze, Apps

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- This is really funny


- BS outrage at AIG

- They should have done this already

- Free blackberry apps
Disclosure ("none" means no position):

Tuesday, March 17, 2009

Jim Rogers & Waren Buffett Singing Same Song

Check out the following videos...

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Courtesy All Things Jim Rogers. This ought to be the first stop for Jim Rogers devotees.

Part 1


Jim Rogers told Bloomberg that the U.S. risks sending the world into a depression as its bailouts of failed companies rob healthy businesses of capital.

Part 2


Visit All Things Jim Rogers for rest of videos (2 more).

Now in his recent letter to shareholders Berkshire's (BRK.a) Warren Buffett recently said:
"Clayton’s lending operation, though not damaged by the performance of its borrowers, is nevertheless threatened by an element of the credit crisis. Funders that have access to any sort of government guarantee – banks with FDIC-insured deposits, large entities with commercial paper now backed by the Federal Reserve, and others who are using imaginative methods (or lobbying skills) to come under the government’s umbrella – have money costs that are minimal. Conversely, highly-rated companies, such as Berkshire, are experiencing borrowing costs that, in relation to Treasury rates, are at record levels.

Moreover, funds are abundant for the government-guaranteed borrower but often scarce for others, no matter how creditworthy they may be. This unprecedented “spread” in the cost of money makes it unprofitable for any lender who doesn’t enjoy government-guaranteed funds to go up against those with a favored status. Government is determining the “haves” and “have-nots.” That is why companies are rushing to convert to bank holding companies, not a course feasible for Berkshire.

Though Berkshire’s credit is pristine – we are one of only seven AAA corporations in the country – our cost of borrowing is now far higher than competitors with shaky balance sheets but government backing. At the moment, it is much better to be a financial cripple with a government guarantee than a Gibraltar without one."


This is the real cost of the government bailouts. Healthy enterprises are being starved for capital. If they get it, its cost is such that the scope of the economic activity they can produce from it is limited because of what it took to get it.

This is severely hampering economic recovery. The government THINKS they are helping by making the guarantees. The truth is they are hurting healthy companies.

This just ass backwards. Healthy companies MUST have a lower borrowing cost than those who aren't. This is what is called "unintended consequences" of government action. Try to save a few companies and then you hurt thousands more.


Disclosure ("none" means no position):None

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More Thoughts on General Growth Properties

Took the evening to digest the General Growth Properties (GGP) news. Here is what I came up with for to affirm the investing thesis of the equity (stock).

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First, here is the news (linked for those who have already read it):

So, why invest in the common stock, does bankruptcy destroy it, why aren't lenders forcing it, will it be a Chapter 11 (reorganization) or Chapter 7 (liquidation)?

The answers are all tied up and related so lets go through it:

If (when) there is a bankruptcy filing, why 11 and not 7? The simple answer is having the second largest mall operator go into liquidation and throwing 200 million square feet of retail space up for sale would destroy the commercial real estate market. Why? The sudden supply of properties without bidders (loans still are very tough to get) would mean they would have to be placed on the market below "fire sale" prices to sell. Because of that, all other operators real estate values would fall, dramatically, and in turn, causing debt covenants for them to be tripped. That would create a cascading effect on the whole industry. For those not sure, this would be a very, very bad thing. You think you have seen write-downs in home mortgage loans at banks? Force liquidation of GGP and as the saying goes "you ain't seen nothing yet".

It also means the banks holding the loans on the properties would then be forced to take pennies on the dollar, very bad for them. In a Chapter 7, shareholders, debt holders and the industry as a whole suffer. No one wins.

So, if we rule out liquidation. What happens in Chapter 11? Who wins there? Here is what Bill Ackman said yesterday in the WSJ:
Some investors, however, consider a bankruptcy filing likely. Among them is activist investor Bill Ackman of Pershing Square Capital Management LLC, who bought 7.5% of General Growth's stock in recent months and put another 18% under swap contracts in a bet that the company's equity will survive a bankruptcy unscathed. Mr. Ackman also expects to soon get a seat on General Growth's board.

"We think the company will ultimately have to file for bankruptcy, but we think that it's a wholly solvent company with a liquidity problem," Mr. Ackman said in an interview Monday. "I don't think they'll need to dilute shareholders. All they need to do is extend the maturities [in bankruptcy court] and they can refinance those debts as they come due."


Now, one must know that Ackman took his stake AFTER GGP's troubles were known. This is not a situation where we have an investor trying desperately to save a bad investment. He bought in knowing this scenario we now face was likely.

The typical bankrupcty is forced because the liabilities (debt) outsize the assets. In this case the common shareholders are wiped out. But, we know that the assets GGP has are in excess of the liabilities. In this case, even in a worse case Chapter 11, shareholders are not wiped out.

But, this goes even further. Again from Ackman “Most of the time, insolvent companies go bankrupt,” Ackman said. “It’s rare for a solvent company to go bankrupt. This is a solvent company with a liquidity problem.”

General Growth is not losing money. Rents are stable, occupancy rates are over 90% and FFO (funds from operations) remain healthy. What is the problem? Credit. GGP has loan due that they typically just rollover into longer maturities. With the current credit "lock down", they cannot do that. That means bulk payment come due and the cash is not there. It should be noted that this is not an odd situation, this is what REIT's typically do with their debt.

With a Chapter 11 debt holders are put in a room and told by a Judge, "we can pay you all 100% but we need to change and lengthen maturities OR we can liquidate and you can pick up scraps for pennies on the dollar". Here are the new terms. The choice is rather obvious

The banks all recognize this too. This is the reason they have not been paid a dime since late last year and have not forced a Chapter 11 filing. They do not want to take the risk of writing down loan portfolio's. Remember, our mark-to-market world means they just do not just write down GGP loans, they then have to write down ALL of them on their books. Again, this is very bad. So we get endless extensions to pay.

Why? The banks are riding this out. If we get MTM changes in Congress then we may see the log jam break. In that case a Chapter 11 would not have a cascading effect on their whole portfolio and restructuring the loans to again begin receiving payments makes perfect sense. They may be hoping for an economic turnaround late this year that enables GGP to sell some property to pay them off. They may all be playing a waiting game hoping someone restructures and set the bar for the rest of them that is better than a bankruptcy judge will do.

Who knows the exact reason why for each lender. We do know what they don't want right now, a Chapter 11 filing. If they wanted it they could force it easily.

Because of the financial situation of GGP, there is no need to convert debt to equity. Restructuring the loans would allow for payments to be made, equity holders would remain intact, the banks again have performing loans on their books and everyone is happy.....VERY happy.

I think the specter of Ackman going on the board must give the banks pause and perhaps want them to restructure sooner rather than later. Then knowing he wants a Chapter 11 I am guessing will bring people to the negotiating table a bit faster...

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

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Issac: Mark-To-Market Has Destroyed $1 Trillion in Lending

William Issac, former chair of the FDIC testified before Congress on March 12th. His testimony is the most damning I have seen on the mark-to-market debate to date.
March 12, 2009

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For those who want to skip the whole testimony, here is the most striking chart (click to enlarge):


Issac's point holds as he makes valid comparisons to the S&L Crisis of the 1980's. Had banks been forced to MTM then, claims Issac, the recession we faced then would have been far worse and the bailouts we see today would also have happened.

When markets are not functioning properly, as they are now says Issac, MTM accounting produces "terribly inaccurate" accounting results.

It is definitely worth the read

Testimony MTM House Financial Services 3-12-09-WIsaac-Final

Disclosure ("none" means no position):

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Is Case-Shiller Flawed??

"Davidson" makes the case that it is indeed flawed analysis....

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Robert Shiller has made quite an impact with his various appearances in the media and his active financial consulting business heavily promoting his negative market views. I downloaded his spreadsheets with the goal of understanding his views better, but was surprised to discover serious errors in his approach. I start with his analysis of the housing data and then follow with his view of the SP500.

This is an analysis of Robert Shiller’s data downloaded from his site with out modification. His chart is inflation adjusted Housing Prices in arithmetic format. My chart below is of his Nominal Housing Price Index in semi-log format.

Price/time series of this type require semi-log analysis and clearly reveal that conditions over the series are non-uniform. The point to make with this comparison is that Prof. Shiller draws conclusions regarding housing trends from 1890-Present (Chart 1) treating the period as if the conditions affecting housing prices had been uniform. My chart below Chart 2) provides a clear indication that this is an erroneous supposition as the pre-1933 environment greatly differed from the post-1933 environment. Namely, the Banking Act of 1933 and the Glass-Steagall Act provided improved financial stability which led to a ~300% growth rate in the housing index post-1933 vs. pre-1933. No analytical method can make a valid combination of pre-1933 data and post-1933 data and hope to come to conclusions with any validity.

Prof. Shiller’s housing forecasts are simply meaningless based on the data he presents.

Chart 1: Shiller’s Inflation Adjusted Housing Index Chart arithmetic scale


Chart 2: “Davidson’s Chart of Shiller’s Nominal Housing Index in semi-log format.


Next I turned to Prof. Shiller’s analysis of the Inflation Adjusted SP500 Index and again compared his chart (Chart 3)analysis vs. the proper semi-log format unadjusted SP500 Index(Chart 4). Prof. Shiller draws conclusions and makes forecasts based on the SP500 Inflation Adjusted chart below. He assumes that uniform conditions applied throughout the period. This is shown to be a very simplistic and incorrect assumption by observation of my semi-log non-inflation adjusted plot of the SP500 below. Pre-1933 and post-1933 environments are readily observed. Again one cannot combine the pre-1933 period with the post-1933 period as he has and make any intelligible analysis much less a valid forecast.

Note that the SP500 grew ~400% faster post-1933 when compared to the pre-1933 pace.

The greatest difference in both instances of Shiller’s analyses is that the laws enacted in 1933 to protect the US financial system, greatly reduced the rate of bank failure post-1933 and the subsequent capital destruction. Prof. Shiller has failed to recognize this in his assumptions that conditions remained uniform throughout the period of his analyses. He needs to reassess his approach.

Chart 3: Shiller’s Inflation Adjusted SP500 Index


Chart 4: “Davidson’s SP500 Index unadj. From Shiller’s Data in semi-log format.


I believe Prof. Shiller’s work by this simple analysis is revealed to be considerably flawed.

Humbly submitted,

“Davidson”

Disclosure ("none" means no position):

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Tuesdays' Links

Thank you, Dow & Rohm, "Blob", smart phones

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- Thank you for the mention

- Other thoughts on it

- Few people point out how wrong Krugman was about Europe

- Who has the best?
Disclosure ("none" means no position):

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Monday, March 16, 2009

General Growth Properties Receives Extensions

Here is the news, more on this tomorrow including more on Ackman's role

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-General Growth Properties, Inc. (NYSE:GGP) (the “Company”) announced today the administrative agent under the Company’s 2006 Senior Credit Agreement received consents from the requisite lenders thereunder to waive certain identified events of default under the 2006 Senior Credit Agreement and to forbear from exercising certain of the lenders’ default related rights and remedies with respect to such identified events of default until December 31, 2009 (unless terminated earlier in accordance with the terms of such forbearance agreement), subject to certain conditions, including final documentation.

The Company also announced today its subsidiary, The Rouse Company LP (“TRCLP”), has extended the expiration date for its previously announced consent solicitation to 5:00 p.m., New York City time, on March 20, 2009. In the solicitation, TRCLP is seeking consents from the holders of TRCLP’s unsecured notes (five series with an aggregate outstanding principal amount of approximately $2.25 billion at December 31, 2008) (the “TRCLP Notes”) to forbear from exercising remedies with respect to various payment and other defaults under the TRCLP Notes through December 31, 2009.

The Company also noted that it has been informed by the representatives of an ad hoc committee of holders of TRCLP Notes, the members of which hold in the aggregate approximately 41% of TRCLP Notes, that all of the members of the ad hoc committee have committed to consent to the forbearance.

As of 5:00 p.m. on March 16, 2009, consents had been validly delivered (and not validly revoked) with respect to the following amounts of TRCLP Notes (click to make larger):

The minimum acceptance levels for each series of the TRCLP Notes are: 90% of the 3.625% Notes due 2009 and the 8% Notes due 2009; 75% of the 7.20% Notes due 2012, the 5.375% Notes due 2013 and the 6 3/4% Notes due 2013. Holders of TRCLP Notes who have previously validly delivered consents will continue to have the right to revoke their consents through the extended expiration date.

Effectiveness of the forbearance under the 2006 Senior Credit Agreement will be conditioned on and subject to, among other things, the successful completion of the consent solicitation and effectiveness of the forbearance agreement relating to the TRCLP Notes.

“We are pleased that we have been able to obtain consents from the requisite lenders under our 2006 Senior Credit Agreement and with the positive reaction to the TRCLP bond consent solicitation,” said Adam Metz, chief executive officer. “Given this support, we feel it is appropriate to extend the expiration date for the consent solicitation in order to give bondholders more time to receive and review the consent solicitation materials and to consider this request.”

GGP INFORMATION

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, 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.


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

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Target's Folly

Something about Bill Ackman's Target (TGT) talk today on Bloomberg really bugged me after I listened to it. Took a while but it sunk in.

Wall St. Newsletters


Watch it again:


So, does Target take its best shoe associate and place them in electronics without any training? Would they take the head of marketing and give them the job of CFO? Of course not.

So, why then, as their business grows and expands into different areas, do they lack those who have extensive knowledge in those areas on their Board? It makes no sense. For Target's board NOT to have expertise on it that covers the major areas of its business is just irresponsible at best, negligent at worst.

Selling groceries is not the same as selling shoes. The fact that the food is at the front of most Target stores is a mistake. Food is something folks need to buy. People will make more trips there to buy milk than socks. Put it in the back or in the middle and force people to walk past cloths and through homegoods to get to it (like Wal-Mart (WMT))does. Ackman is right that people there for food will pick up other items, but let's make them go buy them for the impulse buy.

Target execs are making a huge mistake buy just saying "no" to Ackman. As their sales and stock price deteriorate, shareholders are going to take an increasingly close look at whatever he proposes. Last year it was just the TIP REIT idea. Now it is board seats. Eventually even the most management loyal shareholder is going to look at it and say, "Ummm, why are this guys ideas so bad? What have you done to turn things around?"

Last time I checked "doing nothing" was not really an action plan.

Note to Target management: Hole dug...

Disclosure ("none" means no position):None

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Pershing's Bill Ackman Talks Target (video)

Pershing Square's Bill Ackman talks about Target (TGT) and his plans for it. On another note, I have been trying to get an interview with Ackman for two months, he chooses this international outfit called Bloomberg over me?!? Just because they have millions of viewers? I'll tell you one thing, I would have let him finish and not cut him off at the end........you have my number guys...

Wall St. Newsletters





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Mark-to-Market: Determining "Fair Value"

This is a great piece on "mark-to-market" and its implications top banks via FASB 157.

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"Fair Value"
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Bernake on 60 Minutes

Bernanke may have done more tonight than any other official to assure people Washington is trying to look out for them and that the world is not ending tomorrow. Where Geithner recently appeared aloof and evasive on Charlie Rose, Bernanke was in total control and was angry about the same things US citizens are. He also explained himself clearly and calmly. Where Geithner seems to be pushing an ideological policy, Bernanke come off a genuinely trying to do what is best regardless of ideology. Watch for yourself

Wall St. Newsletters

Part 1:

Watch CBS Videos Online

Part 2

Watch CBS Videos Online

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Monday's Links

Value, NY Times, Grover, Rove. Thank you
Wall St. Newsletters

- A nice piece on value investing

- Now this will be interesting

- Now you know it is bad

- Karl nails it

- Thank you for the mention
Disclosure ("none" means no position):

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Sunday, March 15, 2009

Geithner Says Nothing on Charlie Rose

Is it just me or was this a waste of time? Does anyone really feel after the interview Geithner clarified anything but say "none of this is my fault"? I don't blame Rose, Geithner is just not capable of communicating well, except when passing blame.

Wall St. Newsletters


Finally got around to watching this over the weekend.

The show:


Tom Brown had this to say:

Geithner: “The system now is burdened by a bunch of loans that probably should not have been made. These banks can’t sell those loans. They’re sort of sitting on the balance sheet of the system and they’re causing a lot of uncertainty and concern whether these institutions will be strong enough to be able to lend in the event we face a deeper recession.”

TKB: When you read something like this, it’s hard not to worry Geithner doesn’t understand how the banking business works. Here are the basics: Banks make loans and, most of the time, the borrowers pays the loans back. But there are times when a borrower doesn’t have sufficient cash flow; in that case, the bank works with the borrower to try to minimize the loss. Geithner can’t be surprised now that borrowers occasionally become delinquent and default--particularly when he and his boss keep calling this the greatest economic crisis since the Depression.

In particular, Geithner ought to know better than to say that banks’ bad loans are “sort of sitting” on their books. Banks usually work with troubled borrowers; they don’t typically dump their loans at distressed prices after defaults. Well-run banks manage bad their credits; they don’t reflexively wash their hands of them.

Most worrying is Geithner’s comment that banks need to be “strong enough to be able to lend in the event we face a deeper recession.” Mr. Secretary, if the economy faces a deeper recession, the last thing you want to do is encourage aggressive bank lending. That’s the sort of thing that gout us into this problem in the first place.

Geithner: “To get through this and try to resolve that uncertainty and restore basic confidence, you have to stand by doing a careful assessment of how large those losses may be as we go forward.”

TKB: Given Geithner’s lack of understanding of how banking works, I worry that that he’ll give too much credence to the results of the stress tests Treasury is now conducting. By necessity, those test are overly broad, and rely on too many hypothetical inputs. My advice to the Secretary: weigh the current data much more heavily than highly subjective future loss assumptions.

Geithner: [Discussing TALF] “ We want to use a market mechanism that leaves the taxpayer with less risk and better benefit in trying to fix the system so we get credit flowing again.”

TKB: I don’t know why the administration is so torn between coming up with a plan to “get the credit flowing again” and making sure the taxpayers gets an adequate return on their investment. If fixing the banking system is as important as Geithner and Obama say, they should stop worrying so much about minimizing risk to the taxpayer. The administration sure didn’t seem this concerned about not wasting taxpayer money when it was lobbying for its stimulus plan.

Geithner: “We’re going to try to make it compelling for [banks] to clean up their balance sheets and put themselves in the position where it’s going to be easier for them in the future to raise private capital.”

TKB: News flash! Private capital is not going to rush to invest in banking companies that do dumb things--such as sell their assets for a fraction of what they are worth. Which, as regards banks’ toxic assets now, is exactly what the government seems to want banks to do. That makes no sense. If Geithner wants to know what banks should be doing with their bad assets, he should talk to President Obama’s pal, Warren Buffett.

As to the return expectations of asset buyers, meanwhile, let’s just say they’re aggressive. Yesterday I was at a full-day seminar on the current and future conditions of U.S. banking. One of the presenters was a distressed-debt buyer who gave the usual harangue about banks not being willing to sell at the true market. He said his firm has analyzed over $100 billion of debt so far, but has been able to buy only a little over $1 billion worth, since selling banks won’t “get real.” When someone asked him what assumptions his firm makes in valuing the paper, he said they assume no leverage and a terrible future economic environment--and have a cash-on-cash hurdle rate of . . . 30% to 40%.

Are you kidding me? What bank would sell at such a ridiculous price if it didn’t have to?

Geithner’s perception of banks’ toxic assets reflects the bearish conventional wisdom. But that view is not supported by the economics; Geithner ought to know better.

Geithner: “When we get through this, we want to put in place a set of more conservative, better-designed constraints on leverage through capital requirements, so that a mess like this never happens again.”

TKB: Earth to Tim: You simply can’t raise capital requirements high enough to prevent individual institutions from failing. The capital requirements of U.S. banks can’t be completely out of line with those of non-U.S. banks. I just don’t see a Tier 1 capital ratio being raised by more than 2 percent points around the globe, and even that level would not be a cure-all.

Geithner: “Most private forecasts, particularly administration forecasts, show recovery starting in the second half of this year”.

TKB: Is the economy in the tank or isn’t it? If recovery is really just a few months away as Geithner says, let’s be careful not to overreact to the Treasury’s “stress case” estimates of minus-tk% GDP growth in 2009, and minus-tk% in 2010. It would make no sense, in particular, to forcibly dilute current common shareholders based on an economic forecast the administration believes is highly unlikely. Nor would such a move help attract the private capital the administration says it’s so eager to have flow into the banking business.

Geithner: “I spent almost every day from the first time I walked into the New York Fed about five years ago working with my colleague on ways to try to make the system stronger. Our system was not designed to sustain a shock, a crisis of this magnitude. It’s the tragic failure of financial regulations in this country.”

TKB: Let me see if I have this straight. Tim Geithner says that, as president of the New York Fed, he spent every day for five years trying to strengthen the financial system. Yet when the recession finally arrived, it wreaked the havoc that it did because the regulation of the system, which Geithner himself was one of the key people in charge of, wasn’t up to the task. Where did Obama come up with this guy?

Geithner: “This is not about ability; it’s about will. And it’s about the will of government to do what’s necessary to act to fix this. And I’m confident that the president of this country will have the will to do that, and if you look again at the experience of the other crises from history, the crises become deeper and longer-lasting because of failure of government to act effectively”

TKB: Please! It’s all about “will”? So I guess Japanese government officials in the 1990s lacked the necessary “will” to pull the country out of its decade-long slowdown? So simple! Geithner seems to think only government programs can fix the economy’s problems and that there’s nothing to be contributed by the private sector. That’s way too simpleminded.

I was leery of the new Treasury Secretary before I read the Charlie Rose interview. Now I’m downright worried. Put aside whether Geithner’s Treasury Department can come up with the right solutions; Geithner doesn’t even seem to understand the nature of the problem. For an administration trying to deal with as deep an economic crisis as this one—and trying to a whole lot of other things as well--that’s not an encouraging sign.
Disclosure ("none" means no position):

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AIG's Letter To Geithner Regarding Compensation


Wall St. Newsletters

AIG CEO Letter to Geithner

Disclosure ("none" means no position):None

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Saturday, March 14, 2009

Weekend Reading

What ??!!?, Polls, The Week,

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- So a week ago we were on the precoice of depression , now this?

- Lower than "W"

- The Week that was

-
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Saturday Reading- Dunamis Captial Letter

Here is another shareholder letter from a manager that was up last year. Year end letter from Dunamis Capital, the fund run by Jason Kaspar.

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Dunamis 2008 4th Quarter Letter

Disclosure ("none" means no position):

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Friday, March 13, 2009

Sears Gains Appliance Market Share

This is great news for Sears Holdings (SHLD) shareholders

Wall St. Newsletters


By Mary Ellen Lloyd Of DOW JONES NEWSWIRES

Sears Holdings Corp. (SHLD) increased its share of the U.S. retail market for major appliances in 2008 - its first increase after years of declines - as new marketing programs and price discounts helped sales.

The department-store holding company plans to build on its momentum in 2009 through a new rebate-finder program, consumer credit offers and an ongoing rollout of appliances to more stores in its Kmart chain, executives said in a recent interview with Dow Jones Newswires.

"We're not doing any victory laps yet, but we're encouraged," said Doug Moore, Sears' president of home appliances.

Indeed, Sears isn't completely out of the woods. Weak appliance sales contributed to an 11% drop in comparable-store sales at the entire Sears chain in the fourth quarter. Even so, Sears picked up a larger share of the overall appliance market.

Moore wouldn't share dollar or unit sales but said third-party research shows Sears maintained market share in the first quarter of 2008, then gained in each of the remaining quarters to capture a full-year increase.

With its top-ranked Kenmore brand, Sears has long been the top U.S. seller of refrigerators, washers and other major appliances. Lowe's Cos. (LOW) in the late 1990s and Home Depot Inc. (HD) around 2001 began pushing harder to take market share, expanding selling space and adding brands.

Sears saw its market share decline from about 40% in 2001 to 29.5% in 2007, according to trade magazine This Week in Consumer Electronics, in conjunction with market research firm The Stevenson Co. of Louisville, Ky.

Second-ranked Lowe's had 15.3% of the $28.1 billion retail appliance market, Home Depot ranked third with 13.8%, and Best Buy Inc. (BBY) was next with 6.8%.

TWICE typically updates appliance rankings in June. Bob Tancula, Stevenson's vice president of research, declined to release 2008 numbers, citing the confidentiality of paying clients such as Sears. But he confirmed the company had stemmed market-share losses.

"Sears is still the No. 1 by a long shot," he said.

The gains didn't come from Lowe's or Home Depot but were likely taken from smaller local or regional players. "Home Depot and Lowe's market share in 2008 did not drop off," Tancula said.

Category Hit By Economy, Discounting

Like automobiles and other big-ticket categories, major home appliance sales have been hit hard by the weakening U.S. economy, tighter credit and the collapse of the housing market. Industrywide unit shipments in the U.S. fell 8.9% to 68.2 million units in 2008, according to the Association of Home

Appliance Manufacturers.

And pricing has been very competitive. Sears regularly offered 15% to 20% off
appliances around the holidays. Home Depot gave up appliance sales rather than sacrifice profit margins in the latest quarter, said Chief Financial Officer Carol Tome. "It was a highly promoted category and we elected not to promote it," she said.

Lowe's spokeswoman Chris Ahearn said the retailer's fourth-quarter unit market share was 18.1%, up 1.4 percentage points from a year earlier. But matching some of the promotions at Sears and others hurt gross margins. Moore, the Sears executive, said it's taking share "in a financially responsible way."

"We are not abandoning principles of profitability in how we go to market," he
said, declining to provide specifics.

Customers have responded favorably to Sears' "Blue Appliance Crew" marketing
campaign launched last fall, Moore said. As part of that, Sears' blue-shirted
employees use Web kiosks to show customers other retailers' prices on the spot,
potentially removing one obstacle to completing a sale.

The campaign also touts Sears' delivery, variety of brands and financing offers. Sears has been able to offer no-payments and no-interest financing for 12 months on major purchases more frequently than some of its competitors, said Kevin Brown, chief marketing officer for appliances.

Sears' competitors and some analysts don't expect appliance discounting to accelerate. Moore said the company plans to capture more business by touting its repair services and by expanding retail space devoted to the category through Sears Home Appliance Showrooms and other newer formats. It also expects to add appliances to more of its 1,400 Kmart stores after putting them in about 286 stores in recent years.

New customer service programs could help, too. For example, Sears recently launched a rebate-finder service. Store employees can determine whether a specific appliance qualifies for a state, federal or utility company rebate through the "Energy Star" program, and they can walk customers through applying for the rebate when they make a purchase.

Sears is working to expand the program to manufacturers' rebates.

Such conveniences may help close the sale, but the big issue facing Sears and others will be folks like Nick McCoy, who recently waited to replace his washing machine "until the puddle got too big to live with."

McCoy, who is a senior consultant following home goods for market-research firm Retail Forward, said price and having the key brands are the key issues for most customers these days.

"It's going to continue to be a battle," he said.


This will not get much press because its effect now is negligible. This is the same story (too a slightly lesser degree) as Lampert's other investment, AutoNation (AN). Picking up market share gains in downturns. When the appliance market turns, and like auto's it will (they break and wear out) Sear's will see out-sized gains from the increases.

For a retailer there are plenty of ancillary gains. People in the store shopping for appliances will spend money while there on other items increasing overall sales.

Here is the best part. What this does is begin to put Sears higher on the list in people's minds as a place they can stretch their dollars. We are clearly entering a prolonged period in which people are thinking hard about every dollar they spend. We can see this easily in results at Wal-Mart(WMT) as perceived value drives customer behavior.

The fact that a customer can go to Sears, find and appliance and then be sure they are paying the lowest price for it saves a huge amount of time AND assures the customer they have made a wise buying decision. There is a great long term value to this.


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

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SEC Report on Short Selling

To then SEC Commissioner Chris Cox dates 12/16/2008.

Wall St. Newsletters


Analysis of Short Selling Activity

Disclosure ("none" means no position):

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Uptick Rule Test Report to SEC

This is the report given to SEC Christopher cox on 12/17/2008 regarding the "uptick rule".

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The "uptick rule" was designed to slow down short selling in stocks. Short selling is in essence selling a stock you do not own in the hope it will fall in price and you can buy it back later at a cheaper price, pocketing the difference.

The uptick rule was implemented to slow down the effect of large amounts of short selling. It requires short sellers to wait for a price rise essentially before selling shares. It is designed to stop short sellers from unbridled selling as the price drops and causing a cascading effect in the stock price.

It was removed last year and those who want it back say its removal is partly responsible for the collapse in the market.

Here is the report:
Analysis of Short Sale Price Test, Uptick Rule


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Six Flags About To Finally Surrender

Hard to believe its been a year and a half since I first wrote about Six flags (SIX), "As for the stock? Don't touch it".

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The WSJ Reports:
Six Flags Inc., one of the nation's largest amusement-park companies, has hired bankruptcy counsel and financial advisers as it fights to avoid a bankruptcy filing amid a mountain of debt.

The company, which has 120 roller coasters and more than 25 million visitors a year, is trying to negotiate with creditors so it can avoid seeking protection under Chapter 11 of the U.S. Bankruptcy Code. But, according to a securities filing, it "may be compelled to seek an in-court solution in the form of a prepackaged or prearranged filing."

"Our creditors are very supportive, but obviously there are issues we need to address," said Six Flags Chief Financial Officer Jeff Speed in an interview.

"We are trying to accomplish something on a consensual basis," added Mr. Speed, who confirmed the hiring of the advisers. "That is always preferred, but I can't speculate on what the ultimate resolution will be."

A bankruptcy filing would likely wipe out the ownership stake of Washington Redskins owner Daniel Snyder, who took control of Six Flags in a public and contentious proxy fight in late 2005 and then brought in his own management team.

"Stockholders would have been better off hiding their money under a mattress" than investing in the company under the prior management, Mr. Snyder wrote in a letter to Six Flag shareholders in October 2005, during the proxy battle. At the time, Six Flags shares were trading at about $7.25. Thursday, they closed at 19 cents on the New York Stock Exchange.


Pot, meet kettle.

It is an interesting timeline of events as I go back through the old posts. You can see some them in order here, here, here, here and finally here.

Now, the story of Six Flags is not one of a bad economy, although it is certainly a factor. The main story is a poorly run operation saddled with far too much debt and a lousy consumer experience.

Teenagers love the place, just ask any of them. It is designed for them from the rides to the entertainment to the layout. But, teenagers are not where the money is. It is families that are. Six Flags is quite possibly the least family friendly place I have ever been too. That is their downfall.

Since my boys were born we have done Disney (DIS), Hershey Park (HSY), Sesame Place, Canobie Lake (NH), Storyland (NH) and Santa's Village (NH). All were incalculably better experiences than Six Flags. Talking to other folks, this is not an uncommon experience.

Six Flags will go under, of that there has never been a doubt, I wish the next owners better luck. They have great properties, they just need better people to run them.

Disclosure ("none" means no position):None

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Historical Look at S&P Book Value

According to everything I am finding, we are way oversold long term. Now, that does not mean run out and blindly get yourself fully invested. We can also stay this was for a very long time. It does mean for the patient investor the are bargains out there..big ones...

Wall St. Newsletters


Take a look at this chart (click chart for larger version):



"Davidson" submits:
The value to using this is to know that the average ROE for the SP500 is ~14% with about 57% of earnings paid out in Dividends and ~43% being reinvested. This provides for a Book Value growth rate of ~6% which has been remarkably consistent and in line with the SP500 earning’s chart showing the remarkable consistency of our economy. Knowledge of this consistency becomes a tool for the value player.

What you do is to convert the P/BV into a ROE to the investor. On 3/6/2009 the P/BV was 1.2 which converts to 14%/1.2 = ~11.7% return for investors who buy the SP500. Then, what must be done is compare this to the Wicksell Rate which is 5.4% today and falling.

"Wicksell Rate" explained here

You can look at this discrepancy as Buffett would and simply say that you are buying an 11.7% yield in a long term 5%-7% SP500 return range. The current SP500 provides sizable upside if inflation remains low. The lower the inflation the higher the SP500 valuation will be in the future during normal times.

For example:

If inflation is 1.8% the Wicksell Rate will be ~5% and the SP500 will reach about 20 P/E. If inflation drops to 1% then the Wicksell Rate becomes ~4.2% and the SP500 could reach ~25 P/E. You can also have inflation move in the opposite direction and should it move to 3% the Wicksell Rate will be ~ 6.2% and SP500 would price near ~16 P/E.

What permits an investor to enter the market during times of distress such as these is the knowledge of economic history and the trust that the growth of our economy is inherent within the free nature of our society and will continue in the future.

This is one instance in which knowledgeable investors expect history to repeat itself.


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Borders Seeks Reverse Stock Split

This only is am attempt to get Borders (BGP) share price over $1 to avoid delisting on NYSE.

Wall St. Newsletters


Mlive reports:
Borders Group Inc. plans to ask its shareholders to approve a reverse stock split at its annual meeting in May, the Ann Arbor-based bookseller said today.

A reverse stock split would combine multiple shares of Borders stock into one in an effort to increase the value of the shares.

Borders stock is currently trading around 50 cents a share. The company faces being delisted by the New York Stock Exchange this summer if it doesn't get its stock price above $1 a share. A reverse stock split is one way to do that.

In a statement, Borders said it still "reserves the right not to proceed with a reverse stock split if it is not in the best interests of the company."

Borders will hold its annual shareholders meeting on May 21 at the Ann Arbor Marriott Ypsilanti at Eagle Crest.


Just be aware of it should you see a dramatic price change just this summer for non-results related reasons.

Here is the math, the stock is at $.50 , you have 200 shares and they do a 2 for 1 reverse split. After the split the stock price will now be $1 a share but your number of shares are reduced to 100. No value change in your holdings.

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

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Friday's Links

Thanks you, Google,  Misery, Bank Myth's, James Carville

Wall St. Newsletters

- Thank you for the mentions. Still say if you are not reading Abnormal daily you are missing out.

- Screwing shareholders

- It deepens

- Hmmmmm

- So, how is Carville wanting Bush to "fail" any different than Rush v Obama?

Disclosure ("none" means no position):

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Thursday, March 12, 2009

Berkshire Hathaway Downgraded: Ratings Agencies Become More Irrrelevant

Did you ever hear the saying "when a pendulum swings too far one way, it then swings too far the other"?. This is your textbook example. Tonight Fitch has downgraded Berkshire Hathaway (BRK.A)

Wall St. Newsletters

Below is the action from Fitch (hat tip to Zero Hedge for finding it).

BUT, to find out what this is really all about one need only read one paragraph in the whole document (click image to open larger).

As you read the document, the reasoning is ...bizarre, for lack of a better word.

Berkshire was downgraded because:
1- There can be no  AAA rated "holdings companies of financial oriented enterprises".
2- Warren Buffett is old (they actually take pain to say "this is not age related") Well, what else could it be? Berkshire's corporate structure has not changed in 44 years and in reality, Berkshire now has a succession plan in place that was not there 4 years ago so the "risk" for anything other than age is less. But, Fitch says having the arguably the single best capital allocator in history at the helm is "too risky". They would apparently prefer two mediocre ones?
3- Actually, there is no #3, just those two....

Here is what it is NOT due to:

1- Equity Index Puts
2- Derivative Contracts
3- Equity investment losses in 2008
4- Operating businesses
5- Insurance results

In other words, some legitimate reasons one would think a downgrade might be warranted.

After years of lumping BBB- mortgages together and then telling people they are now AAA and selling them as such only to watch them behave like, well CCC loans, Fitch is now telling us no AAA will be given to Co's. with "financial oriented enterprises".  Let's not forget, Fitch at one time told us AIG (AIG) was a AAA company.  So, you know, we should take what they say "to the bank".

For those who do not know about AIG, they are this cute little company that almost brought down the entire US financial system last year.  It's bailout will eventually cost US taxpayers well in excess of $100 billion. But, hey, they had a much younger guy running things over there so AAA was entirely warranted.

It matters not that Berkshire maintains at .25 debt to equity.  It matters not that the roughly $9 billion in notes downgraded Warren could write a check for tomorrow and pay off without any impairment in Berkshire operations.  It matter not also that Berkshire's insurance operation generate $35 billion of float for Warren to invest for free......free....

Nope, we now have blanket rules at Fitch..

This decision flies in the face of all reason, logic and is not in the least based on operating results at Berkshire. It makes no sense...

Well, given what the ratings agencies have done for the last decade, I guess them making yet another decision that undermines the investing community's faith in anything they say does make perfect sense...  
BRK Downgrade


Disclosure ("none" means no position):None

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GE Ratings Cut: Is IT A Big Deal??

So, just in case you have been in a cave this am, GE (GE) had it's credit rating cut.

Wall St. Newsletters


General Electric lost its coveted triple-A credit rating from Standard and Poor’s on Thursday, as the credit-rating agency downgraded G.E’s long-term debt one notch, to AA+. GE had held the rating for 50 years

S&P said the outlook for G.E. was stable, meaning that further downgrades to its debt rating are unlikely in the next six months to two years.

The S&P analyst who wrote the report says:


GE issued the following statement which said in part,"Standard & Poor’s (S&P) today announced a single-notch downgrade of General Electric Company’s and General Electric Capital Corporation’s (GECC) long-term ratings from AAA to AA+, with a “stable” outlook. The ratings downgrade does not affect GE’s and GECC’s short-term funding ratings of A-1+, which was affirmed by S&P.

The action follows a thorough review of GE’s portfolio by S&P. GECC is one of the only financial services companies in the world with a rating as high as AA+. S&P defines a company with this rating as having a “very strong capacity to meet its financial commitments.” Also, S&P’s "stable" outlook means the rating is unlikely to change in the next six months to two years. GE does not anticipate any significant operational or funding impacts from this change."

So, what to think. More important than the cuts is the "stable" rating. This downgrade is more bark than bite. There is no material change to operations from it and there is zero effect on its short term borrowing.

Just a week ago with shares at $6 I pondered picking some up but was waiting for a bit more clarity before doing so. It is looking like sitting on my hands may have been a mistake. Shares are up a cool 50% since then. Now, I have not lost any money (in fact my existing GE holdings are enjoying the ride) but have not picked any additional up either.

What to do, what to do, what to do. I resist the urge to buy anything after a 50% run and a 10% market rally, both of what we have just had. We will settle a bit and big run are almost always followed by pullbacks and then I will pick up more. I don't think I will ever get the $6 price a gain but I think I'll do much better than then near $10 today.

GE is still a great long term play, I'm just holding out for an even better price

Here are more thoughts on it:


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

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JP Morgan's Jamie Dimon (video)

JP Morgan's (JPM) CEO talks about banking, mark-to-market accounting, compensation and regulation.

Wall St. Newsletters


The speech:













Dimon is right when he talks about mark-to-market accounting. It is a good idea taken to the extreme and that always ends up being a bad idea. It's widespread use for all assets type will (has) lead to insane valuation volatility. That leads to people like Berkshire's (BRK.A) Warren Buffett liking it due to the "opportunity it presents us". Meaning, mark-to-market produces the extreme pricing inefficiency Buffett enjoys so much.

That cannot be the goal of the system of any accounting methodology. It ought to seek to find the true value of the asset, not simply discount it to whatever the lowest seller will let something go for in times of distress. It, in its essence, is lazy accounting.

Q&A














Disclosure ("none" means no position):none

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How Much Bailout Money Do I Deserve??

Now if I could just find the application, I'll split the difference betwen the two amounts...don't want to be greedy.

Wall St. Newsletters

ValuePlays deserves:

MoneyPath

My blog deserves
$24,020,832
of bailout money.

How much do you deserve?

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My Twitter Feed Deserves..

MoneyPath

@toddsullivan deserves
$5,657,446
of bailout money.

How much do you deserve?

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Disclosure ("none" means no position):

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Peter Lindmark's 2008 Letter to Shareholders

This is a great read and when you consider the fund was UP over 60% last year, well worth the time looking into it.

Wall St. Newsletters


The outlook for 2009 starts on page 7. Please read it.....

Lindmark Capital 2008

Disclosure ("none" means no position):

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Dow in Talks over Former Kuwait JV

The good news is Kuwait has nothing t do with it..
Wall St. Newsletters

Bloomberg Reports
Dow Chemical Co. (DOW) the largest U.S. chemical maker, is in talks to revive a basic-plastics joint venture with Kuwait that the country’s Petrochemicals Industries Co. abandoned last year. “We are definitely in discussions,” Chief Executive Officer Andrew Liveris said today in a telephone interview. “I want to downplay expectations because of what happened last time.

Kuwait’s cancellation of the K-Dow Petrochemical venture in December deprived Dow of $9 billion it planned to use for its acquisition of Rohm & Haas Co. That left Liveris seeking to amend financing and obtain new terms for the $16.5 billion purchase, which was agreed upon March 9.

Dow, based in Midland, Michigan, also is talking with two “very interested” parties about buying a stake in the basic- plastics unit, Liveris said. The likelihood of reaching a new deal with Kuwait is “low,” he said. “I have learned that unless the money is in the bank, OK, I am not going to promise it,” Liveris said.

Bidding War

Liveris said he didn’t include a clause in the Rohm & Haas merger agreement that would have let Dow out of the deal if the Kuwait venture failed because no one anticipated the financial collapse that occurred after the agreement was signed July 10. Dow won the Rohm & Haas auction with a $78 a share bid, topping BASF AG’s $75 offer.

“Even if you wanted a financing out, you wouldn’t have won Rohm & Haas’s bid because BASF would have won it,” Liveris said. Kuwait canceled the K-Dow venture on Dec. 28 after opposition lawmakers pressured the government to scrap the deal, which they said was overvalued amid falling oil prices. The cancellation prompted Standard & Poor’s and Moody’s Investors Service to cut Dow’s credit ratings.

Dow plans to sell $4 billion of assets this year as part of a plan to repay as much as $10 billion in short-term loans for the Rohm & Haas purchase, which closes April 1, and to maintain investment-grade credit ratings. A deal to sell Rohm & Haas’s Morton Salt unit, the biggest U.S. salt producer, for at least $1.5 billion will be announced this month, Liveris said.

“We are moving on that one very fast,” Liveris said. “Given what we achieved in five days recently, I would consider it almost wimpy of us not to achieve it in 20 days.”

‘Serious Bidders’

Dow will narrow six “serious bidders” for Morton Salt to three, possibly selecting one for exclusive negotiations, by this weekend, he said.

The value of Dow AgroSciences, which makes pesticides and develops genetically modified seeds, isn’t appreciated by investors, Liveris said. The unit “clearly” is worth more than the $5 billion to $8 billion that some analysts have estimated, he said. The company doesn’t immediately plan to sell the business, Liveris told investors on a March 9 conference call.

Asset sales are part of efforts to improve Dow’s balance sheet so another dividend cut “should never be necessary,” Liveris said. Dow slashed its dividend 64 percent on Feb. 12, the first reduction in company history, to save $1 billion a year, after Liveris promised not to cut the payments.

“After the events of the last three months, it would be terrible of me to say never again,” Liveris said.

So, where are we? There is some math here that does not quite add up and for shareholders that seems to be a good thing. Dow in its presentation yesterday said it would sell the $4.3 billion in assets to pay off the credit line in one year. If the get $1.5 for Morton Salt, that leaves $2.8 billion in asset sales. The commodity business that was originally valued at $9 billion (Dow's 1/2) is worth less in this environment, but not almost 70% less.

I am saying here than Liveris has got burned big time over the past year. One would expect anyone who has that happen to swinging the pendulum to the other side and become so conservative that any estimate given is a real low ball figure.

On another note, analysts estimate the value of Dow Ag at $5 billion to $8 billion. Five billion dollars equals the current market cap of the whole company. Essentially buyers today pay for Dow Ag and get the specialty chemical business, the commodity chemical business and the rest of the company for free. Not a bad deal.

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

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Book Review: "Scratch Beginnings"

Nothing to so with investing but this is a book every parent of a teenager ought to be sure they read....

Wall St. Newsletters


Premise From the Editor:
Adam Shepard graduated from college in the summer of 2006 feeling disillusioned by the apathy he saw around him and incensed after reading Barbara Ehrenreich's famous works Nickel and Dimed and Bait and Switch—books that gave him a feeling of hopelessness over the state of the working class in America. Eager to see if he could make something out of nothing, he set out to prove wrong Ehrenreich's theory that those who start at the bottom stay at the bottom, and to see if the American Dream can still be a reality.

Shepard's plan was simple. Carrying only a sleeping bag, the clothes on his back, and $25 in cash, and restricted from using previous contacts or relying on his college education, he set out for a randomly selected city with one objective: work his way out of homelessness and into a life that would give him the opportunity for success. His goal was to have, after one year, $2,500, a working automobile, and a furnished apartment.

But from the start, things didn't go as smoothly as Shepard had planned. Working his way up from a Charleston, South Carolina homeless shelter proved to be more difficult than he anticipated, with pressure to take low-paying, exploitive jobs from labor companies, and a job market that didn't respond with enthusiasm to homeless applicants. Shepard even began donating plasma to make fast cash. To his surprise, he found himself depending most on fellow shelter residents for inspiration and advice.

Earnest, passionate, and hard to put down, Scratch Beginnings is a story that will not only inspire readers, but will also remind them that success can come to anyone who is willing to work hard—and that America is still one of the most hopeful and inspiring countries in the world.


As he looked back on his time, Shepard came to the conclusion that it was possible, no matter what "bad luck" one has experienced to not only survive but prosper in America. Notice he did not say it was "easy". If one has a vision and was disciplined there were avenues available to make it out of even homelessness. Too often those stuck there without getting out for years were the results of drugs, lack of discipline or even a certain acceptance of the situation.

Shepard takes no grievance with those who accept their plight. In fact he takes careful pains to note that he saw happiness and despair both from those in the shelter and those living in the million dollars homes he moved furniture too and from. He says, "adversity attacks at every level" and those able to deal with it succeed.

Happiness, Shepard concludes knows no class or economic barriers. It is working towards something better and achieving it.

Towards the end Shepard says "More than anything else over the course of the year I grew to appreciate, more than ever before, that we live in the greatest country in the world. America is more fertile and full of more opportunity that any other country in the world."

Could not agree more...


Click the link to buy the book:



Disclosure ("none" means no position):

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Thursday's Links

Stewart, Oil, Default,The Depression

Wall St. Newsletters


- I do not know why CNBC tries to take these guys on. They feed off the confrontation


- Those interested in Oil must read Gregor

- Who is at risk...
Death List -- Companies Outlook Q1 2009

- Was it really so bad on stocks?
Disclosure ("none" means no position):

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Wednesday, March 11, 2009

A Closer Look at Berkshire's "Equity Put Options"

Just can't understand why people are so up in arms over this..really I can't.

Wall St. Newsletters


Here is the explanation of the much talked about equity options from the recent Annual Letter
Our contracts fall into four major categories. With apologies to those who are not fascinated by financial instruments, I will explain them in excruciating detail.

• We have added modestly to the “equity put” portfolio I described in last year’s report. Some of our contracts come due in 15 years, others in 20. We must make a payment to our counterparty at maturity if the reference index to which the put is tied is then below what it was at the inception of the contract. Neither party can elect to settle early; it’s only the price on the final day that counts.

To illustrate, we might sell a $1 billion 15-year put contract on the S&P 500 when that index is at, say, 1300. If the index is at 1170 – down 10% – on the day of maturity, we would pay $100 million. If it is above 1300, we owe nothing. For us to lose $1 billion, the index would have to go to zero. In the meantime, the sale of the put would have delivered us a premium – perhaps $100 million to $150 million – that we would be free to invest as we wish.

Our put contracts total $37.1 billion (at current exchange rates) and are spread among four major indices: the S&P 500 in the U.S., the FTSE 100 in the U.K., the Euro Stoxx 50 in Europe, and the Nikkei 225 in Japan. Our first contract comes due on September 9, 2019 and our last on January 24, 2028. We have received premiums of $4.9 billion, money we have invested. We, meanwhile, have paid nothing, since all expiration dates are far in the future. Nonetheless, we have used Black- Scholes valuation methods to record a yearend liability of $10 billion, an amount that will change on every reporting date. The two financial items – this estimated loss of $10 billion minus the $4.9 billion in premiums we have received – means that we have so far reported a mark-to-market loss of $5.1 billion from these contracts.

We endorse mark-to-market accounting. I will explain later, however, why I believe the Black-
Scholes formula, even though it is the standard for establishing the dollar liability for options, produces strange results when the long-term variety are being valued.

One point about our contracts that is sometimes not understood: For us to lose the full $37.1 billion we have at risk, all stocks in all four indices would have to go to zero on their various termination dates. If, however – as an example – all indices fell 25% from their value at the inception of each contract, and foreign-exchange rates remained as they are today, we would owe about $9 billion, payable between 2019 and 2028. Between the inception of the contract and those dates, we would have held the $4.9 billion premium and earned investment income on it.

Okay...

So the $37.1 billion number we hear about as Berkshire's "exposure" is bunk. Berkshire is exposed to that number IF the value of both European, US and Japanese stocks markets goes to zero. A true Doomsday scenario that, should it happen, essentially means the end of all economic activity as we know it.

So, someplace between "end of the world" and "normal economic activity" is where we end up.

Let's look closer. The question is, "how much does Berkshire have to annually compound the premium received to pay off the contracts if need be? In order to do this some assumptions are necessary.

- I will use 17.5 years as the expiration as it is the middle ground on the contract expiration and no further details are available.

- I have to assume equal index losses should they occur at the end of the 17.5 years as there is no details available as to the weighting of contracts in what years.

- I will also use the S&;P solely as the index the put are written in as it is the largest market by far and most likely contains the largest exposure.

Here are the necessary compounded annual rates of return necessary on the $4.9 billion in premiums received in order to pay off the bet should the indicies fall by "x" percent.


BUT, you say, what about the other question? What level were the index's at when the options were sold? We know the majority of them were entered into during 2007 (some in 2006 and 2008 with Index levels lower than 2007). But, for the example I will say the S&P was at 1500, about the high of the year.

Then how much must the S&P grow between now and 16.5 years (I use 16.5 since one year of the contract has elapsed) in order for Warren to avoid paying off at all. Now, it should be noted that in 2008 at lower levels Warren added to the contracts which in reality would lower the necessary index returns but let's just use the most extreme example to illustrate, all contracts written at market highs.

The S&P must grow 4.5% annually for 16.5 years from today's 727 to eclipse 1500 and allow Warren avoiding paying off. Remember, this is "worst case" index contract inception number, the actual amount is lower.

What are the odds? Well, since Berkshire officially in 1965 became Warren's he has grown value by 20% annually and the S&P has grown 8.9% annually.

Using those numbers the S&P in 16.5 years sits at 2968 and Warren's $4.9 billion premium has been grown to $119 billion free and clear for Berkshire shareholders. If we assume sub-performance for both of 50% less than the historical averages, the S&P sits at 1491, Warren pays off a pittance (maybe a couple million) has grown the $4.9 billion to $25.9 billion for Berkshire.

The reality this is just another insurance policy for Berkshire. In the event of a dramatic event they pay off big, anything less, they collect premiums.

The next time someone tells you about "Berkshire's huge derivative exposure", please send them here...

Disclosure ("none" means no position):None

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Sentiment and Investing in The Depression & Today

An interesting point on how investor sentiment has always overshot to the downside.
Wall St. Newsletters
"Davidson" comments on the following chart"
Here is the SP500 from Dec ’27 to Dec ’49. The P/E and EPS are included. The change in psychology from Sept 1929 to June 1931 was much greater than the $1.60 per share to ~$0.50 per share earnings drop. Psychology has always had an enormous effect on market prices and true Value Investors utilize this knowledge to their advantage. Most available data bases do not go back beyond the 1960’s as the data reliability is not guaranteed.

(This chart is constructed from data extracted from older SP500 sources and likely does not conform to modern accounting standards. The relative perspective is useful just the same.)


From 1929 to 1931, the S&P Earnings dropped 37% yet the value of the S&P dropped 85%. Simply said this means investors were over twice as pessimistic about US business then what the reality of them actually was.

Another interesting point is the 1931-36 recovery. Note the PE skyrocket up ahead of the market. It is clear investor sentiment turned positive BEFORE the actual earnings of the S&P did. Notice from the chart earnings stays flat until essentially 1934 while the market has a massive rally. So, great you say, what does it all mean?

It means the market bottoms before earnings do and then rallies before they rebound due to sentiment. So, then, where are we now with sentiment? I am using modern numbers because to the best of my knowledge there are no "sentiment" readings from the 1930's other than market results (if anyone knows that there are, please let educate me).
Link to chart data

We are now more negative than the last two recessions (with reason). Those low readings eventually gave way to the 1990's and 2002-2008 bull markets.

We can go back to a post I did last week regarding cash vs. the S&P. It shows just how pessimistic people are. Money sitting in the bank right now in Treasuries in earning essentially nothing. This, for the majority of people is preferable to the "expected" losses they assume in the market. It also is tremendous fuel for the fire once that sentiment changes and, yes it will. The current situation is not even as bad as 1980-81 much less 1929-31. The US economy and the market both came back from those periods and will again.

Now, the trillion dollar question is "when?" Again, I do not make "bottom" calls but I feel there is a large swath of the market trading at "eventual destruction" valuations. I also know people are of the mindset the world, while not quite ending is racing towards depression. With the ammunition sitting there to buy equities present, when the depression does not occur people will tired rather rapidly of earning nothing on cash in the bank or in US Treasuries and will want a higher return in the market from equities again.

When they do, the floodgates will open..

Disclosure ("none" means no position):

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David Einhorn on "Return on Equity"


Wall St. Newsletters



Transcript of David Einhorn s Speech at the Value Investing - Get more Business Plans

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Wednesday's Links

Wall St. Media, Ben Graham, Thank you, Barney

Wall St. Newsletters


- Thank you for the mention and the kind words...On another note, go visit this site. Doug always has tremendously valuable information here.

- Is this market cheap?

- Thank you for the mention. I have said it before, you must read Abnormal Returns daily

- Frank says uptick rule coming back

Disclosure ("none" means no position):

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Tuesday, March 10, 2009

Complete Buffett/CNBC Transcript

Berkshire's (BRK.A) Buffett on CNBC Monday

Wall St. Newsletters


Ask Warren - Complete Transcript - 2009-03-09


Disclosure ("none" means no position):none

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Marty Whitman Talks About Stimulus & "Net-Nets"


Wall St. Newsletters


Marty Whitman Q1 Letter

Disclosure ("none" means no position):Long

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Dow Chemical / Rohm & Haas Settle

It is finally done, Dow Chemical (DOW) and Rohm & Haas (ROH) are one. Some details:

Wall St. Newsletters


From the SEC Filing:

As part of today’s agreement, Rohm and Haas’s two largest shareholders have agreed to purchase $2.5 billion in face value of perpetual preferred equity issued by Dow. In addition, one of the shareholders, the Haas Family Trusts has agreed that at Dow’s option, they will make an investment in an additional $500 million of Dow’s equity. These equity investments substantially reduce the debt financing required to fund the acquisition, Dow has restructured the transaction to essentially pay the equivalent of $63 per share in cash, and $15 per share in face value of preferred equity securities. To fund the acquisition of Rohm and Haas, Dow will use the proceeds from the equity issuances to reduce the amount it would otherwise be required to draw down from the $12.5 billion bridge loan, which was renegotiated last week to provide a one-year extension on $8 billion of the total loan. The financing for the acquisition also includes equity investments of $3 billion by Berkshire Hathaway and $1 billion by the Kuwait Investment Authority (KIA) in the form of convertible preferred equity.

Acquisition Delivers Significant Cost and Revenue Synergy Opportunities

Dow plans to achieve its long-term goals for the Rohm and Haas acquisition with a carefully conceived path forward built upon the cornerstones of financial discipline and operational excellence. Dow has put into place an even more aggressive plan to realize combined synergies of $1.3 billion, up from $910 million, as originally outlined. With a long history of operational excellence, Dow has a demonstrated willingness to make the decisions necessary to maintain and improve financial performance. Cost savings will come from increased purchasing power for raw materials for the combined company; manufacturing and supply chain work process improvements; office consolidations and the elimination of redundant corporate overhead for shared services and governance.

Finally, as part of the Company’s plans to improve its financial position, Dow has commenced an aggressive asset divestment program involving a number of Dow and Rohm and Haas business units expected to yield approximately $4 billion including:

1. Dow’s 45 percent stake in Total Raffinaderij Nederland NV (TRN), the Dutch petroleum refining partnership with Total Group. The sale process is underway;

2. Some of Dow’s equity stakes in its olefins and derivatives business in SE Asia. Preliminary discussions with the relevant parties have already begun;

3. Morton Salt, a division of Rohm and Haas, contingent upon the closing of the proposed acquisition of Rohm and Haas by Dow. Interested parties have submitted bids, and Dow will evaluate these bids as appropriate over the course of the coming weeks to determine timing of the sale process.

Divestments from this program, in addition to the increased equity financing will essentially address the cash shortfall created by the failure of the K-Dow transaction to close as scheduled.


Here is the presentation done immediately after:
Dow Chemical / Rohm & Haas Combines Entity

For those who do not want to go through the whole presentation, here is the slide that answers most people questions, the financing and the bridge loan:


So, where are we?

Dow is offically no longer a commodity chemical company after April 1. 70% of 2008 EBITDA will be from specialty products. This will cause immediate PE expansion from high single digits that commodity producers tend to have the mid to high teens the specialty ones enjoy to to their more consistent earnings. Dow will be cash flow positive in 2009 and have the term loan used to settle the transaction paid off withing the year.

Interestingly enough, only $4.3 billion of the loan reduction will come from asset sales. Remember Dow was looking at $9.5 billion from the Kuwait JV that Kuwait bailed on essentially at the signing. Let's also not forget that Dow is entering arbitration with Kuwait over damages in the case. Dow has said in the past they are owed the $2.5 billion breakup fee in the deal. There is also a scenario is which Kuwait decides to renter talks with Dow for some of the businesses they were originally suppose to buy. Neither of these scenario's are baked into current projections yet are very real possibilities.

But lets look around. Negativity is everywhere. Few would question the operational ability of the combined entity and the global powerhouse it now is. But, management at Dow does have a real credibility problem. For the price paid for this deal, to the failed Kuwait JV and the dividend cut, investors are left wondering "what's next?".

That is going to be a bit of a cloud over the company until they can report some positive news. We need some unexpected good news, not bad. Yes, I know that Rohm & Haas is a one of a kind company and that Dow's was not even the highest offer in the auction for it. Yes, I know Dow had no control over the Kuwait decision. Yes, I know that the dividend cut had to happen and were it not for the Kuwait decision, would not have happened. I know all this and all of it is true.

Knowing that does not change perception, it helps us rationalize the bad news. We need something to happen we do not expect that is good. I want to hear they win in arbitration and are awarded $1 billion plus. I want to hear the global de-stocking that happened in Q3 is over and orders and pricing are firming at a faster than expected pace. I want to hear that Kuwait has come back to the table or Sabic (Saudi Basic Industries) want the commodity business and the proceeds are far more than currently projected. I want to hear that because of any of these the dividend is going to be partially restored. We see the projection for debt reduction, come back to us in 6 months and tell us you are ahead of pace paying off the bridge loan.

Any of these will tell investors that the rationalizing the bad news was not insane but logical and that the events that happened could not be avoided. More bad news tells us that perhaps management is not taking into account various alternative scenarios when planning or if they are, not putting enough stock in them possibly happening and not preparing appropriately for them.

I see one of two books being written about Dow CEO Andrew Liveris down the road. One is about how the global slowdown forced a poorly planned merger on the company and eventually cost him his career. The other is a book about how he deftly managed the company through the worse economic conditions in over 80 years, completed the merger and created the world's preeminent specialty chemical company accomplishing the vison he had when he took it over. Either one could be written now. We are at the proverbial fork in the road.

Personally, I am rooting for the second one...

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

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Thinking of Buying That Summer House?

If history is a guide....there are better prices still coming down the road..

Wall St. Newsletters


Check out the following chart of historical home prices:


The unavoidable realities is that home prices, after a sharp run up, tend to fall back to prior levels (except after WWII when returning GI's gave a permanent demand bump to the industry). For current or future sellers this is very bad news. For those us looking to buy a summer house in the next year or so, it is looking as though patience here will be rewarded...

A point here is that people need to stop looking at their primary residence as an "investment". The typical 30 mortgage requires the buyer to pay about 3x the original mortgage back. Add in 30 years of repairs (new roof, heating system, driveway and general maintainance) plus property taxes and insurance and anything short of a tripling in the value of your home means you have essentially rented it for 30 years with a refund at the end in other words 0% return. This does also not take into account upgrades you put into over the years that add nothing to the resale value. Anything short of a tripling in the resale price and your investment has been a "cost". Would you make a $20,000 annual payment in a stock that at the end of 30 years was only worth the value of what you put into it?

Of course, the more you put down on the home, you now lower the price appreciation necessary to actually turn a profit down considerably. But since the vast majority of homeowner at best do 20%, talking about that now isn't really necessary. If you bought it outright, ignore this post.

Now that second home, should you rent it when not there is an investment because your renters will be paying your mortgage (or helping you do it). These properties are falling in value fast now and this market will create some real wealth out there for people...it will take a while though and will not be as obvious to other folks as it is not easily measurable like the Dow Jones Average (DJI) is.


Disclosure ("none" means no position):Own my home....

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Watching Mr. Copper

This goes to recent statement from other industrial producers...

Wall St. Newsletters


"Davidson submits"
Keep an eye on “Dr.Copper”.

Dennis Gartman, Doug Kass and other traders focus on this for fundamental changes in the direction of the markets. The cost of production is variously pegged between $1.50-$2.00lb with $1.75lb often mentioned. Copper being fundamental to the transfer of electricity for buildings, machinery, transportation and construction is often used to signal changes in economic activity and has the moniker “Dr. Copper”.

Copper’s trend as reflected in Freeport McMoran (FCX) and the commodity appears to have begun a new uptrend. This bears watching.




My Thoughts (not Davidson's):

"Inventory destocking" has been a theme lately. The trend (running inventories to very low levels) has destroyed earnings for chemical producers like Dow Chemical (DOW), BASF (BASF) and caused commodity prices to plummet (people who are not producing things aren't buying the ingredients).

Data like this also suggests when the global economy turns (there is evidence the free fall is abating) with inventory levels next to zero, we could see an explosion of orders and manufacturing activity. China has a stimulus package it enacted that is building everything under the sun and the US one, while diminutive in statue (and eventual effectiveness) will increase activity here somewhat.



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

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Tuesday's Links

Ca