A few words on public vs. private

After balance sheet concerns and the overall lackluster macro economic environment, the decision to be a public or private company must now keep executives wondering. Is it worth it to be a pubic company?

Most public companies have a culture of benchmarking and short-sided metrics. They are faced with quarterly grillings at the hands of mostly out-of-touch analysts who are more concerned about modeling next quarter's capital expenditures and whether earnings are off by a penny. I'm not just being cynical either. If you've listened to quarterly calls you get my point. Though some notable CEOs have the mettle to withstand the institutional imperative, most do not. A study by McKinsey & Co. shows that 50% of execs would forgo a positive NPV project rather than miss next quarter's numbers. My guess is if all were truthful it'd be even higher.

Public companies almost universally decide to grant top employees stock options. However, though these carry a tax benefit, the compliance savings of not having to abide by Sarbanes-Oxley (private co's don't have to follow this), would more than offset the tax advantage for most companies. An alternative to public stock options: a combination of cash incentives and private stock offerings. The only issue is they can't bail and sell with the ease of the the public markets. But who wants a short-term marriage anyway?

I would prefer to own a private business. I don't need to know my net worth every day. I'm in it for the long haul and I'd rather sacrifice next year's numbers for a long-term strategy that makes sense. If you're a company that needs constant access to the capital markets, a daily performace scorecard, and thinks high doses of liquid shares should be granted to top talent, stick with the public model. As for me, I prefer my privacy.

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Disclosure: I still think some public companies are awesome.
Image: http://act.psy.cmu.edu/awpt/pictures/graph.gif

The Covered Call

The credit bubble has made fools out of many people. Economists assumed housing prices couldn't systematically drop. Banks didn't care about the underlying credit worthiness of the home owners since they quickly repackaged the loans and sold them to Fannie, Freddie, or Bear Stearns. Economics has lived up to its reputation of being a backward looking study whose predictive ability stinks. Financial risk cannot be measured based on distributions of historical returns since history does not repeat itself. This time is, and will continue to be different than '29, '73, '87, or '01. Stockpickers, this site included, have made gutsy bets on downtrodden stocks only to see their market prices plummet further.

VIX

With the CBOE volatity index (VIX), "fear index" at all-time highs, options are steeply priced due to implied near-term volatility. A high VIX index, if you're a contrarian, is a bullish signal since markets tend to place too much emphasis on the recent past.

A short call

This particular strategy is an alternative to the 1.27% yield of a 6-month T-bill or could be a long-term investment with capped upside and limited downside. Here's the play: Find a stock whose fundamentals you aren't too afraid of. Simultaneously buy shares and sell a deep-in-the-money call option. I've selected Discover Financial, a previous long only recommendation.


DFS

Discover Financial (DFS) issues credit cards and processes payments. Charge-offs are rising but Discover has over $10B in cash, only 1.85B in debt, a mere 30M in mortgage-related securities, and $1B in loan loss provisions for those who are indifferent about poor credit records. Loans, like with American Express are securitized and are therefore off-balance-sheet. Lack of willing buyers of receivables is the most serious near-term concern. Yesterday Visa and MasterCard announced a $2.75B settlement with Discover over anti-competitive practices. That adds more of a cash cushion. This is a good business at a good price (not a great business at a fantastic price--these situations are obviously rare).

The possible payoff

A 7.50 Nov 2008 call sells for 2.55/2.95 (bid/ask). If you buy 100 shares at 9.68 + .05 per share commission and collect the 2.51 (2.55 - 4.00 commission) from the short call option you face a 74% loss if the stock goes to zero, a breakeven scenario at 7.27 and a maximum profit of 2.88% if the stock finishes above 7.50. The stock could drop a further 22% from the current price and you'd still make 2.88% (including commission). This could be compared to picking up nickles in front of a steam roller. I think the downside protection is sufficient to justify a short-term alternative for idle cash.

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Disclosure:
Faro has recently made this trade. Do this with only a small portion of your available cash. Don't get too greedy and only invest in a company whose fundamentals you believe to be sound. If I were long-only one credit card company it would be AXP (a similar covered position could be made with a slightly higher investment and a lower maximum payoff).

Image: http://blog.sellsiusrealestate.com/wp-content/credit-bubble.gif

For Sale?

After the worst week ever for the Dow, the recent drop-off is now worthy of wikipedia. At cocktail parties and dinner tables the topic du jour is the market and the effect on investors' retirement accounts. We love to put the stock market in the simplest of terms, and in an odd retrospective view. The stock market is merely a place where businesses are bought and sold. Contrary to popular opinion, it is never universally wrong or right to buy or sell. But we should at least think about why we're buying or selling a piece of a business.

Cash flows

According to finance theory (and sometimes reality) the value of any asset is equal to the present value of all future expected cash flows. And with some stocks down 80% +, their very existence is now questioned, even without the toxic balance sheets of banks. Peak to trough the market has fallen over 46%, well into what economists consider bear market territory.

So if you have some cash on the sidelines, here's what to look for in companies and in strategies:

• A super clean balance sheet: since credit is a huge part of the problem, debt is now a sin. We have yet to see the coming wave of corporate debt defaults. The 10%+ spread of non-investment grade debt to US Treasuries is a testament to risk and uncertainty.
  

• Tiny market caps: these are thinly traded and have little or no analyst coverage; their price swings can be the biggest and their pricing the most inefficient.

• A large cash pile: this serves as a further cushion, or margin of safety, against a greater collapse.

• A business: a product or service that is needed or wanted in any economic environment.

• Options: covered calls (if you'd like to lower your effective cost basis but cap your upside, consider this) or married puts (to protect the downside).
  

And?

Faro is finding extreme value in global mining, Brazilian poultry, and Chinese education. Timing the market bottom is a fool's errand. However, I wouldn't bet (long at least) on banks or the American consumer (70% of GDP). Shrinking retirement accounts, falling home prices, and tightened credit must eventually bring even the most spendthrift of consumers to question whether to fork out $40.00 for dinner or drop $200.00 for jeans. Though the recent plunge reflects this, the enhanced awareness may likely lead to a self-fulfilling prophesy: an even bigger drop for companies that sell stuff people only think they need.

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Note: Though readers may note the poor record (along with the market) of previous stock recommendations on this site, Faro is happy to report a flat last two weeks due to a short position in a domestic retailer.

Image: http://www.biojobblog.com/for_sale_sign(1).jpg

A Letter to Williams-Sonoma Management

Corporate excess is nothing new. The below is a letter that will be sent today to executives of Williams-Sonoma regarding the firm's use of a leased jet.

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September 29, 2008

W. Howard Lester
3250 Van Ness Avenue
San Francisco, CA 94109

Dear Mr. Lester:

Williams-Sonoma, Inc. has a storied past of brand equity and profitable growth. From its humble beginning in 1956, to its coveted Oprah endorsements of recent years, the company has pushed forward with winning strategies and has an impressive base of loyal customers. This, coupled with an attractively-valued stock, is what led us recently to become part owners (shareholders) of Williams-Sonoma (WSM).

We know things are tough. As shareholders, we salute the company's efforts to maximize returns on advertising by trimming the length of the catalogs and by tweaking both circulation numbers and catalog recipients. To say the market is challenging is an understatement. Home prices are correcting (falling). According to futures on the S&P/Case-Shiller Home Price Index this is likely to continue through the next several quarters.

Though systematic risk is unavoidable, certain expenses are well within management's control. Our concern is the company's use of a leased corporate jet. The related-party nature of this arrangement also raises eyebrows. As you read this, a jet is parked, or is perhaps soaring through the air, at the cost of over $12,328.78 per day (plus use-related expenses). Williams-Sonoma's likely future dealmaking and travel convenience needs do not warrant such lavish travel perks, independent Board approval aside. What could possibly justify such an expense?

We are cheerful about the long-term prospects of the company, and as shareholders, are compelled by its rock-bottom equity valuation. However, saying no to corporate waste and conspicuous luxuries is an important cost-cutting measure in any macro environment. Cruising in style in an owned or leased jet should not be part of the corporate ethos. It costs four cents per share and no measurable value can be expected from it. That money would be better spent increasing the share repurchase program. Now is the time to reverse this misappropriation of shareholder funds.

We welcome your comments.


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Brink's Home Security

A Breakup

Companies are always in flux: acquiring, divesting, buying back stock, retiring debt, borrowing money, managing investments, dealing with macro concerns (housing, joblessness, markets), and appeasing customers. Divestitures, often times, are part of the "creative destruction" of capitalism, and serve as chances to break up crappy businesses that a company's overpaid for, or to truly separate units that don't share common "synergies."

This can help boost returns. Spinoffs fall into this category. Unloved, unwanted, or companies in the better-off-on-their-own category soon break free and relish their independence as new entities. They're now let loose of the parent company's TPS reports and fading memories of clashes over uses of capital. Parents are relieved and can now truly focus on how to appeal to shareholders' complaints. Ain't the life of a public company grand?

Independence can ironically be the most synergistic. Brink's Home Security (BHS) sells monitored security services in a highly fragmented market to over one million North American customers. Activist investors Steel Partners and MMI Investments have encouraged a divorce of BHS from Brink's, a provider of armored transport and cash services. The company is set to break free from its parent by the end of October via a tax-free spinoff. Shareholders will receive one share of BHS for every share of Brink's (the parent). BHS will emerge with a spotless debt-free balance sheet and will be allowed to use Brink's name for three years. Then, a rebranding campaign will ensue. That sounds like a perfect opportunity to be acquired.

Revenues are largely recurring and costs fairly consistent. Operating margins have stood at an enviable 25-26% over the last couple years. Returns on capital, a sign of business strength, run close to 18%. Business is good. Revenues are up 8% year-over-year. Amidst the bursting of the real estate and credit bubbles, homeowners seem to still worry about strangers breaking in.

The Competition

ADT is probably the biggest name in the game. It is 15x BHS' size in sales but has nearly twice the attrition rate (12.7% vs. 7%) and less than half the operating margin. ADT, a division of Tyco, would love to gobble up a smaller but better run competitor.


The Breakup Fee

From the most recent form 10Q:

"Year-to-date expenses related to our strategic review, proxy matters and the spin totaled about $9 million. We’ll probably spend another $8 million to $11 million on this effort, so total expenses for these matters should be in the range of $17 million to $20 million for the year."


And....

To spend close to 50% of last year's operating income on strategic review, proxy stuff and other legal and accounting bills is a gutsy move. As future details surface, namely executive comp and insider ownership, BHS appears to be a strong, easy to understand, and predictable business. At 15x EBIT I'd consider a deeper look into this soon-to-be-public subsidiary.


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Disclosure: none

Rambling on crunches, herds, lies, and bankers

The most impressionable thing with the current economic correction (most often called credit crunch) is not about the magnitude Lehman's chapter 11 filing, Merrill's sale to BofA, or AIG's balance sheet problems. It is what otherwise extremely intelligent people will do when led by greed and herd-like behavior. Nevermind the liquidity crisis, market dislocation, sharp selloff, or whatever bullshit terms rich managers use to justify their behavior and poor risk management, finance needs more straight talkers. "I made a mistake. I foolishly benchmarked my decisions against my peer group and I lost your money. I'm sorry." Failing to acknowledge the truth is both dangerous and detrimental to learning.

Bad lending and falling home prices

I daringly call it a correction (not a credit crunch) because it is leading to return of old-fashioned lending standards, the four C's: character, collateral, capital, capacity. Banks, for fear of future losses if anything, are returning to this standard (1). Housing prices in the short- to near-term will feel the affect. The Case-Shiller Home Prices futures index seems to agree prices will decline through 2010 (2). This bodes ill for most. Banks especially will suffer as a significant portion of real estate will continue to fall in value. Sometimes getting kicked in the nuts is the only way to learn.

A pain in the ARS

Auction-rate securities (ARS) are not cash equivalents (3) and everyone knows that. The maturity is greater than 90 days and they were never in the same seemingly "risk-free" category as T-bills. Banks sold them because of the commissions they made and failed to support the market when people stopped showing up for the auctions. Investors were left with discounted illiquid securities and firms only capitulated on making the investors' whole when regulators levied fines and warnings of great legal headaches. Their behavior has been nothing short of deplorable.

Securitizations and cheap money led to lackadaisical lending standards as banks tried to outshine other banks in their quest to chase yield. Banking once was about making a reasonable spread on interest paid on deposits vs. interest earned in long-term investments. We should learn a lesson from the less enviable traits of human nature.





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Disclosure: None

Notes:
(1) "Banks to toughen lending standards into 2009"
(2) "Composite 10 city U.S. Futures Market"
(3) According to SFAS-95, cash and cash equivalents are: risk-free assets with original maturities of 90 days or less.
(4) Image

The Rembrandt Question

Williams-Sonoma

It's usually a bad idea to buy the stock of a company only because you like their product. Clearly, however, there must be a service or product behind the business that: 1) is needed or desired, 2) has pricing power (ability to raise prices ahead of inflation, and 3) trades at a reasonable price (more like a bond than a Rembrandt painting). In the end, business models and economics are critical.


In addition to these points, there are a couple questions I often ask myself when I consider owning a piece of a public company (buying a stock). Could I LBO (leverage buyout) the company? Is there any Rembrandt premium? Stocks are valued partly like bonds (discounted expected future cash flow) and partly like Rembrandt paintings (1). If stock picking is presumed to be a worthwhile exercise then this statement is critical. I only wish I had been the first to say it in those words.

A brief overview

Williams-Sonoma is "a specialty retailer of products for the home." That wins the award for the simplest opening line of a business description section of a 10K. The company operates 600 stores, primarily Williams-Sonoma (WSM) and Pottery Barn. WSM sells really nice kitchen-related items while Pottery Barn sells furniture and other housewares. 58% of sales are made in retail stores. 42% are direct-to-customer sales (catalogs and online). WSM has felt the downturn of the housing market. Same-store-sales numbers have dropped over 10% while shares have fallen over 50% from last year's high. But are they worth a look today? Two important questions follow.

Could I LBO Williams-Sonoma?

Assuming a 30% premium, the historical average for buyouts, and 60% debt and 40% equity at a 6.5% pretax cost of debt, would put the interest coverage ratio (EBITDA/interest) at 4.5x. This would likely fall in the BBB debt rating, the last notch of investment grade. Would bankers loan under such a structure? Maybe in today's market. Very likely in tomorrow's. It kind of passes the LBO check.

What is the Rembrandt premium?

A Rembrandt premium is most obvious when the bulk of the discounted future earnings is out 5 years plus. Capitalism works its magic when numbers look super good; returns revert to the mean and creative destruction runs its course in most cases. I've recently had this theory of shorting any company that's on the cover of Fortune or Forbes. Since journalists are generally backward-looking, I think this might make sense.

WSM now sells for 7x cash flow, or a 14% cash flow yield. Given the relative strength of its yuppie customer base, and the current valuation, it is not selling for a Rembrandt premium. I don't lose sleep about owning a portion of Williams-Sonoma. The current credit environment has reinforced my belief in understanding not only a company's potential future earnings, but also its balance sheet. The balance sheet has no net debt and the company sells for 2x current assets.


Though I've never bought $40.00 pumpkin loaf tins from Williams-Sonoma, as a shareholder I'm glad thirtysomething white people do.

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Notes

(1) Charlie Munger
(2) 2007 10K

Disclosure The author has a covered call position in WSM.