Thursday, December 17, 2009

Cit repays TARP, Wells Fargo high-fiving itself (C, WFC)

Citigroup (C) announced last Friday that it would go forward with a plan to repay the TARP money it owes the US Government.  As a requirement for this, the US Govt demanded that Citi raise capital elsewhere.  That came in the form of a massive equity offering last night - about $17billion in common stock and $3.5billion in other equity securities.


So much going on here.  Not getting much newstime is the shrewd move by Wells Fargo (WFC) earlier this week.  Upon hearing that Citi was going to spew billions in common stock into an already over-extended stock market, they got out ahead and issued their own shares, allowing them to also pay back TARP money.  They knew there's only so much demand for diluted bank common stock, so they rushed to get their offering out before Citi.  The move paid off incredibly well, as a 5day chart of the two companies shows the lack of demand left for Citi's offering:





As for the Citi offering, there's some positives and some negatives.  The market is generally negative on the deal, seeing it as a move by management to get out from under the government's compensation restrictions.  Investors are furious that Citi may have rushed to get out of TARP, and could have waited to raise capital at higher stock prices.  Whether management had shareholders in mind is a very valid concern.


The positives of course are the removal of the stigma of government dependency, hoping this will improve relations with clients and future employees.  In addition, interest costs are reduced.  And most importantly, the new equity gives Citi even more breathing room on its capital ratios.


The biggest negative is the end of the loss-sharing agreement with the government.  The exposure to severe losses could eat into the new equity capital that has been raised, which would greatly impair future earnings potential:



One shouldn't be surprised to see Citi common stockholders INCENSED at this deal.  Just weeks ago, their presentation made at a Merrill Lynch/BofA conference highlighted the "ring-fenced" assets - or assets that the government would share losses on.  The loss-sharing agreement protected 72% of Citi's auto loans and 94% of their commercial real estate loans -->> and now they're exposed to big losses in these portfolios:



Copyright 2009 AlphaNinja

FedEx beats earnings, but forward guidance leaves investors unimpressed (FDX)

FedEx (FDX) shares are off 5.5% this morning.  They beat earnings guidance for the second quarter of their fiscal year, but their outlook is "muddled" to say the least.

While leaving full year guidance intact (or even with some upside) of 3.45-3.75 per share, they're guiding Q3 to 60cents, well below the street estimate at 84cents.   That means they're making pretty optimistic assumptions about a robust recovery in the quarter ending May, if they're to hit that earnings number.

Investors aren't buying it, and that's why the shares are off.  With shares up 136% off their March lows, some selling is certainly in order.  Even with today's stock drop, the shares still trade at a none-too cheap 18times earnings, and Free Cash Flow Yield (FCFY%) is 4% on this year's estimate and 5% on 2011 estimates.  Not a bargain.

If there's something positive to take away from the FedEx earnings report, it's that volume data appears to be improving.  The lower than expected earnings is not coming from a further reduction in demand, but rather higher maintenance spending and salary increases.

From the release:


Our balance sheet is strong, volumes are growing, and we are encouraged by our performance as we emerge from the worst economic downturn in FedEx history,” said Alan B. Graf Jr., FedEx Corp. executive vice president and chief financial officer. “While there is some uncertainty regarding the sustainability of current demand trends after our peak shipping season, we expect our strong operating leverage to provide improved year-over-year profitability in the second half of our fiscal year. Effective cost management remains a priority and should continue to benefit results.”
With an outlook for modestly improving economic conditions and business performance, FedEx will resume merit salary increases for calendar 2010 as well as a 50% resumption of the 401(k) company match for most U.S. employees. These programs were suspended a year ago. In addition, second quarter results reflect expenses to accrue for expected payouts under the company’s variable incentive compensation programs, which are designed to pay base incentives to most hourly, professional and manager-level employees prior to paying any amounts to senior management. These expected costs are included in the company’s earnings guidance."

Wednesday, December 16, 2009

Spread widening in Exxon-XTO Deal thanks to potential legislation (XOM, XTO)

The ARB's are taking a slight hit on their long XTO/Short XOM position, as details leak out about possible legislation that could scuttle the deal.

The WSJ reports:

Exxon Mobil Corp.'s $31 billion deal to acquire gas-producer XTO Energy Inc., includes language that would terminate the deal if Congress passes laws making hydraulic fracturing illegal or "commercially impracticable."
Hydraulic fracturing, known as fracking, is the method XTO and other natural-gas companies use to produce gas from hard shale-rock formations. Critics contend that it can cause pollution, especially to drinking water, a charge the industry rejects.
Washington observers said they don't believe Congress will pass any legislation before the Exxon-XTO deal, announced Monday, closes in the second quarter. Only one bill has been introduced so far that would regulate fracking, under the Safe Drinking Water Act.
But Rep. Ed Markey (D., Mass), chairman of the House Energy and Environment Subcommittee of the Energy and Commerce Committee, said Tuesday that he would hold a hearing early next year into Exxon's acquisition of XTO. Mr. Markey said he plans to look at environmental concerns related to air pollution and water contamination from hydraulic fracturing
So the deal is probably not in jeopardy, but this headline risk has widened the premium on the deal from 3% to 3.4% today. Not a catastrophe by any stretch, but if you're a firm leveraging this deal 4-6times, that hurts. So many deals have been all-cash lately (tougher to hedge), that merger-arbitrage funds probably jumped into this one headfirst. I would bet it's a very large portion of assets at merger-arbitrage funds.






Grand Theft Taxpayer. California outdoes itself this time.

Get your barf bag, because this is amazing.

A few days ago, the California High Speed Rail Authority presented "updated" versions of the numbers used in its analysis for the high speed rail that was approved by voters last year. The figures used to justify this project to voters turned out to be total fiction, just like many had warned.

From the
San Jose Mercury News: Ridership estimates have come down from an estimate of 55million users to 41million, and the estimates cost per ticket has come up from $55 to $105.

But don't worry, that's a GOOD thing, if you ask those in charge of this fraud, because the SPIRIT of the cause remains intact:

Authority Deputy Director Jeff Barker said while the numbers have changed, the "spirit of what the people voted for" with Proposition 1A remains the same. "What they voted for was to put $9 billion toward construction of a high-speed rail system," Barker said. "That's still what we have today. We're not asking the voters for additional money."
STUNNING. Defraud the voters using fake estimates, then tell us that the spirit lives on!
This didn't have to happen. The Reason Foundation, writing in the WSJ, pointed out the many alarming holes in the Rail Authority's plan. The assumptions were outrageous:
From the Wall Street Journal in October 2008:
The Rail Authority says the trains will carry 65 million riders each year. But the Reason Foundation's study gives a much lower estimate -- 23 million riders annually -- after looking at Japan and France, which have the world's strongest markets for rail. Neither country has achieved the kind of ridership California is predicting and both countries have far higher population densities in the cities served by their bullet trains than Los Angeles and San Francisco.
To attract riders, California's rail will have to out-compete cars and airplanes by keeping a lid on commute times and fares. To keep commutes short, the state legislature has put statutory limits on travel times. The Los Angeles-San Francisco commute, for instance, is legally required to come under two hours and 42 minutes. This is probably impossible because it would mean that the train will have to post average (not potential) speeds of 200 miles per hour, something that has not been achieved anywhere in the world, even in places whose flat topography allows for far straighter routes.
And as for fares, the Rail Authority is promising a $70 ticket between Los Angeles and San Francisco. This is about half of Japan's Tokyo-Osaka ($135) and France's Paris-Marseille ($140) train and far less than the $172 Amtrak charges riders traveling between New York and Washington -- all of which are shorter and, with the exception of Japan, heavily subsidized.

It seems that California is promising to build a train that is faster, cheaper, more efficient and serves more riders than any high-speed train in the world. And all it has to do to pull off this miracle is defy the laws of economics and physics.
Who knows what will happen with this proposal. Politicians and newspapers are happy to endorse this project regardless of the massive lies involved in peddling it to the public, all in the name of the "noble lie." The "noble lie" being acceptable because it's in the name of a good, popular cause.
Here's the SFChronicle's endorsement from October 8th last year. They cite concerns about ridership estimates, but are sure that the "safeguards" in the plan will make everything ok.
Yes on Prop. 1A: A 21st century Vision:
Opponents have seized on the understandable anxiety about a venture of this magnitude and have questioned everything from its cost projections to ridership estimates to its environmental benefits. In a meeting with our editorial board this week, they suggested the money would be better spent on relieving gridlock on regional roadways.
However, the fiscal safeguards on Prop. 1A were toughened substantially with the Legislature's recent passage of AB3034. It limited the amount of money that could be spent on administration or other items unrelated to construction. Also, construction could not begin on any segment of the project until it was certified that the funding for it had been secured. State funding would account for about half of the project; the balance would come from the federal government and private sources.

In a rebuke to the founder, VCG Holdings' board rejects buyout offer (VCGH)

VCG Holdings is a midwest operator of adult entertainment clubs, with names like SHIEK'S. Here's an example of the risk we run when an executive officer owns a huge stake in the company, in this case about 37% of the common stock through various entities.

Back in early November, the CEO and largest shareholder offered to steal buy the company from other shareholders, for $2.10 per share.

Amazingly, after stating that "We believe that our offer represents significant value for the Company’s shareholders," he goes on to say that "In considering our proposal, please note that the undersigned will not agree to any other transaction involving their stake in the Company."

It's certainly his right to do what he wants with his own shares, but to say that right after saying this offer presents "significant" value for other shareholders is a joke, and may set up the board for legal action against them if they didn't respond properly.




No surprise, the ambulance-chasers of the securities industry are all over the situation here and here and here and here, pointing out numerous reasons shareholders should be suspect.

Today, the board released a statement from its Special Committee that was formed to evaluate this offer:

"The Special Committee was formed in order to evaluate the proposal made by Troy Lowrie, the Company's Chairman and Chief Executive Officer, Lowrie Management, LLLP, an entity controlled by Mr. Lowrie, and certain other unidentified investors (collectively, "Lowrie"), to acquire all of the outstanding common stock of the Company for $2.10 per share in cash (the "Proposal"). The Special Committee has informed Lowrie that it has determined, with input from its advisors, that the terms of the Proposal are currently inadequate. In addition, the Special Committee has directed its financial advisors, North Point Advisors LLC, to contact any parties that had either previously expressed an interest or might potentially be interested in pursuing a transaction with the Company."

Cheers to the board! While I'm sure they'll earn the wrath of Mr Lowrie, they not not only turned down his offer but also invited others to come forward with competing bids.

What's unfortunate in this situation is the "discount" applied to this business due to Mr. Lowrie's involvement. Looking at their third quarter release, this company is seriously profitable, to the tune of $10million in EBITDA this year and maybe $5-6million in Free Cash Flow.

"Troy Lowrie, Chairman and Chief Executive Officer, stated, "We achieved solid operating results for the third quarter and first nine months of 2009. Despite a challenging economic environment, we generated nearly $14.0 million in revenues for the third quarter. The elasticity of our tiered venue model -- where a decline in revenues caused by fewer patrons at our high-amenity A clubs is offset by the increased margins generated at our more affordable B and C venues - in combination with improved cost efficiencies throughout the Company has allowed us to remain profitable, produce EBITDA margins of 17.1%, and generate free cash flow of $3.8 million for the first nine months of 2009."

Not mentioned there is the BIG debt load, of approximately $22million. VCG Holdings' EBITDA (Earning before interest, taxes, depreciation & amortization. Basically the money available to cover interest payments.) of about $2.4million covers the quarterly interest payments of $800k, but not by a huge margin. That said, their robust earnings could be used to pay down debt and increase Free Cash Flow. If Mr. Lowrie would simply get the hell out of the way, the "discount" in the stock price due to his meddling might disappear.


Copyright 2009 AlphaNinja

Tuesday, December 15, 2009

Abu Dhabi: We were swindled! Citi: No, you're just stupid (C)

Ah lordy. The day I have sympathy for a middle east sovereign wealth fund is the day Tiger Woods cheats on ... uhh, anyway....

I wrote a few weeks ago in "The hits just keep comin' for Abu Dhabi "






...that thanks to a 2007 equity infusion, ADIA was on the hook to convert that position into Citi common stock at a minimum price of $31, or 771% higher than the current price.

Well this afternoon, ADIA attempted to back out of this disastrous deal.


Per Bloomberg:

Dec. 15 (Bloomberg) -- Citigroup reported that an arbitration claim was filed against it today in New York by the Abu Dhabi Investment Authority, which purchased equity units from the company in November 2007. The units obligate the authority to purchase a total of $7.5 billion of common equity on specified dates in 2010 and 2011. The arbitration claim alleges fraudulent misrepresentations in connection with the sale and seeks rescission of the investment agreement or damages in excess of $4 billion.

It's pretty simple, Abu Dhabi. You were rich and idiotic, and you listened to I-bankers.

Citi immediately laughed off ADIA's assertion:




Copyright 2009 AlphaNinja

Cadbury misses the point. The boomtimes are OVER (CBY, KFT)

There are numerous holes in Cadbury's argument against a Kraft takeover, but the most ridiculous is their claims that the EBITDA multiple being offered is too low. (I won't even get into them referring to EBITDA as "profits," which is impossible seeing as the metric comes before interest and taxes.) Sure, a higher bid financed by the "dumb money" could come, but Kraft has certainly not tried to buy them on the cheap. From yesterday's argument against a Kraft offer:


11.6 times EBITDA is TOO LOW? They're crazy. One must have slept through the credit crisis to think that debt would be available to facilitate a deal at prices higher than what Kraft has offered. Where Cadbury has a point though, is that they are not excited by the prospect of the offer consisting of Kraft shares:



Among other concerns are that management is under-invested in Cadbury, meaning they'd rather save their job than get let go in a change of control. The CFO for instance, owns no shares and has options that will vest over the next few years. I would expect that they'd vest immediately on a change in control, but it still remains the case that he'd have more upside if the deal is rejected.

As for other conflicts of interest, look at the massive dealings in Cadbury stock that advisor Goldman Sachs has had - while advising Cadbury to seek a higher price!

Copyright 2009 AlphaNinja