market share shifts when growth slows

Economic behavior is always an amalgam of many forces, sometimes complementary, sometimes neutralizing one other.  Within the complexity, however, there are (thank goodness) usually relatively simple major themes that help to guide investment decisions, even though there may be all sorts of exceptions and qualifiers.

One of these major patterns is what happens to market shares within an industry at a time like the present, when growth will likely be shifting into a lower gear.  This is my over-simple account–

the “stuff” industry

Let’s say the industry that makes “stuff” has three competitors.  There”s:

Super-Duper Stuff–highest quality, great customer service

Pretty Good Stuff–acceptable quality, ok service, pricing at or maybe a tad below SDS

Awful Stuff–poor quality, poor service, but cheap.

early in the business cycle

At the beginning of the business cycle, demand for stuff explodes upward as customers who have postponed purchases during the prior downturn rush to buy.

Everyone would prefer to deal with SDS.  But SDS doesn’t have the capacity to fill all the orders that come pouring in.  So it puts all (or most) of its customers on allocation, giving them, say, 50% of what they request.  Customers turn to PGS to fill the gap.

PGS is in the same situation.  It’s swamped as well.  It, too, may have to put customers on allocation.

Some customers will just wait in line and hope they get their stuff from SDS or PGS eventually.  But the customers’ clients are clamoring.  So, feeling pressure and afraid to lose business, others will hold their noses and turn to AS.

The overall result:  SDS’s revenues will go up by, say, 20%; PGS’s will rise by 40%; and AS–which had very little business to begin with–will double, maybe triple, its sales.

later on–where we are now

Pent up demand has already been satisfied, so order growth is slowing.

People are more willing to wait.  They’re choosier about what they’ll buy.

All the industry participants have added production capacity.

(And in the case of the US today, people are anticipating having less to spend on stuff in the future.  So they may even be planning to cut back on stuff.)

what happens

PGS may keep some of the customers who have tried it out solely because they couldn’t get a product from SDS.  Even though it is Pretty Good, however, most will shift back to their preferred supplier as soon as they’re convinced their orders can be filled.

Similarly, buyers who have patronized AS will shift either to PGS or to SDS.  AS, too, may be able to keep some customers, but only if it can quickly improve its product quality and service to acceptable levels.  Otherwise, virtually all the extra business it has gained will evaporate.

stock market implications

Early in the business cycle, the worst-managed, worst-positioned companies often show the strongest earnings gains.  These come as a pleasant surprise–even a shock.  So most times, the ASs of the world are also the best stocks–and the highest quality companies are the worst performers.

Later in the cycle, overall profit gain potential is smaller.  But the highest quality firms get the lion’s share of what growth there is.  The weaker companies can easily show earnings declines.  If the market has come to believe that AS-like leopards have changed their spots when they haven’t, negative earnings surprises can produce ugly price declines.

Right now, I think that for companies focused on the US economy, focusing on the highest quality names has to be a high portfolio priority.  You have to have truly compelling reasons–not just hunches or inertia–to remain in second- or third-tier companies.

the DELL story heats up

latest developments

The New York Times reported yesterday that influential investment manager T. Rowe Price has joined the chorus of holders of DELL who are protesting that company’s board-approved proposal to be taken private by CEO Michael Dell and private equity firm Silver Lake at a price of $13.65 per share.

DELL’s largest institutional shareholder, Southeastern Asset Management of Tennessee, who we now know from a 13-D filed with the SEC owns 8.44% of DELL’s common (acquired at a price of just below $16 a share), seems to be leading the opposition to the deal.  

Specifically:

–Southeastern has published on its website an open letter to DELL, in which it outlines its argument that the company is actually worth about $24 a share, almost twice what the board has okayed as an acquisition price.  

–In the letter, Southeastern also gives a thumbnail sketch of a plan, using brokerage house earnings estimates, by which DELL could leverage itself (to the sky), pay shareholders a $12 special dividend and still be able to generate annual free cash flow of over $1 per share.

The NYT Southeastern has hired a proxy firm and a mergers and acquisitions lawyer.  In its letter Southeastern says it intends to pursue the matter through a proxy fight, lawsuits and, if I understand correctly, an appeal to the Delaware Chancery Court.

what I find interesting–and worth monitoring

–Southeastern is really upset, in a way I can’t recall ever seeing in a US-based institution.

It isn’t opposed to having DELL go private per se, only to the combination of preventing existing shareholders, ex Michael Dell, from participating, and what it sees as the low-ball price.

–Proxy fights are tricky things.  Why?  Individual investors support management overwhelmingly, even when it’s loony to do so.  It’s also hard to tell how much stock has been scooped up by arbitrageurs in the high-volume trading of the past month.  These guys aren’t in this for the long haul.  They want a quick profit and an exit.

Experience tells me it will be extremely hard for Southeastern to come up with enough votes to block the deal.  But it sure does seem motivated.

Always an advocate of the ad hominem argument (e.g., “You’re ugly!”), I wonder how the directors make out in this deal.

–Southeastern says in its letter it intends to avail itself of  “any available Delaware statutory appraisal rights.”

Here’s what I think this means:  if a tender offer is successful in acquiring 90%+ of a company’s stock, the buyer can go to court and compel the remaining 10%- to tender their shares.  That 10%- have recourse, though.  They can appeal to the court for a hearing to argue that the price is too low.  If successful, they (and no one else) receive the court-determined higher price.

I’ve only followed this kind of appeal once.  The process took three years.  During that period, the company in question deteriorated markedly.  It turned out in hindsight that the acquirer had paid a crazy-high price.  So the court stated the (now) obvious–that the original price was too much.  So the reluctant 10%- ran up a pile of legal bills and got the original acquisition price, only three years late.

I wonder how things will turn out this time.

nits (or maybe slightly bigger issues) to pick

I understand the Southeastern letter only has the bare bones of its valuation argument.  Still, I view DELL has having much less cash than Southeastern assumes.  Yes, it’s there as $$$ on the balance sheet.  But a lot comes from DELL being able to hang on to the money it gets from customers before it needs to pay suppliers–sort of like a restaurant that gets cash every day but only pays for vegetables, rent and power at the end of the month.  Another big chunk comes from advance payments from corporate customers for IT services.  That’s sort of like magazine subscriptions, where the publisher gets money as much as a year before he puts the last issue in the mail to you.  Yes, things are fine in both cases as long as the business expands.  But the money evaporates if the business begins to contract.  As I read the balance sheet, DELL’s cash, net of these timing differences and   debt, is around zero.

Borrowing a gazillion dollars does mimic what I imagine Silver Lake intends to do as/when it takes DELL private.  Pay that out in a special dividend as Southeastern suggests is an alternative to going private, however, and how is the now highly leveraged company ever going to pay the principal back?

I understand that Southeastern wants to use third-party figures in its public analysis, but I find it humorous that its authorities are:  a management whose performance has lost 2/3 of the stock’s market value in a rising market; and Wall Street securities analysts who, as a group, are notoriously optimistic and deeply beholden to company management.

 

 

 

Atlantic City gambling–withering on the vine

history

Casino gambling was legalized in Atlantic City in the 1970s.  The faded beach resort became an instant darling of US gamblers and of Wall Street (not two mutually exclusive sets)  …at least until the world worked out that there were no hotel rooms, the  weather got really cold in the winter, and the Garden State Parkway could only take so many cars before turning into a parking lot.  Only the first of these warts was easily fixable.

Steve Wynn was the first to smell the coffee, selling his Golden Nugget and returning to Las Vegas to begin building  today’s Las Vegas Strip.

Nevertheless, Atlantic City gaming revenues continued to grow, slowly, peaking in 2006 at $5.2 billion and declining steadily since.

today

The Star Ledger recently reported that last year Atlantic City was edged out by Pennsylvania (which legalized casino gambling in 2004) as the second-largest casino market in the US.  Both had yearly gambling revenues for 2012 of slightly more than $3 billion.

Atlantic City has clearly been damaged badly by Pennsylvania casinos.  But the Star Ledger notes that PA gambling revenues would have been higher had it not been for western the western part of the state encountering competition from a new casino in Cleveland.

the future 

Governor Christie may not have been happy when the Atlantic City mayor urged residents not to evacuate to higher ground in advance of Superstorm Sandy.  Nevertheless, that hasn’t stopped several recent developments aimed at making Atlantic City gambling more attractive (and therefore more tax-generative).

These may be a glimpse into the future for casinos in the US.  They are:

1.  The Borgata, the most successful Atlantic City casino, will begin to offer in-room video slot machine and poker gambling through TV.  The next step will apparently be allowing mobile gambling on the Borgata wi-fi network using smartphones and tablets for all casino guests while on casino property.

2.  Governor Christie, in vetoing an internet gambling bill passed by the legislature, said he would approve it if minor modifications are made.

3.  The New Jersey Casino Control Commission, the toughest regulator in the country, seems to be hinting that it could reconsider its ban of MGM International from casino operations in the state.  MGM lost its license to operate in New Jersey and was forced to divest its 50% interest in the Borgata (it’s in a trust) in 2010 because it would not sever its ties with Pansy Ho, whom the regulators determined was linked to organized crime in China.

implications

Governor Cuomo of New York appears to be very susceptible to the blandishments of the Lim family of Malaysia, which wants to build a Las Vegas-style casino somewhere (anywhere?) in NY.  Massachusetts is now considering proposals for building casinos as well.  So it seems like competition will intensify in coming years, not lessen.

Gambling revenue is a straightforward function of GDP.  Without strong GDP growth, the success of new gambling venues will depend almost completely on cannibalizing revenue from other locations.  We can see this clearly in Pennsylvania vs. New Jersey.

Innovation will be driven by the states losing market share.  Legalizing internet gambling seems to be the clear next step.  Weakening requirements to obtain a gambling license looks like another possibility.

Nearby destinations will likely be hit the hardest, but regional developments can’t be having a positive effect on Las Vegas visitation.

 

Michael Dell taking Dell Inc. (DELL) private–why?

the deal

On February 6th, DELL confirmed the rumored buyout of the company by founder Michael Dell and private equity firm Silver Lake.  The board has approved an all-cash deal in which holders of Dell common will receive $13.65 for each share.

The structure of the private Dell isn’t 100% clear.  From press reports, Michael Dell will contribute his 14% holding in the company, worth $3.3 billion at the buyout price, plus $700 million in cash in return for a majority stake in the new entity.

Let’s assume MD’s $4 billion buys a 50% interest.  Given that the overall assets of DELL are being valued at $24.4 billion, this would imply that the private company will have $16.4 billion in debt to go with $8 billion in equity.  That’s a tripling of the financial leverage that publicly traded DELL now maintains–no great surprise for a private equity deal.

DELL is a mess

Profits peaked in 2005, when the company achieved a return on invested capital of an extraordinary 83%.  This year’s results (the fiscal year ends in January) will be around 40% lower than that high water mark, and will likely represent a 15% return on capital.  Strangely, the company has decided to celebrate this adverse turn of fortune by initiating a dividend.

In recent years, DELL has been attempting to transform itself from being an assembler of heavy, clunky (but inexpensive) PCs for mostly corporate users into a purveyor of corporate IT services, using IBM as a template.  Nevertheless, by far its largest expenditure since its profit peak has not been on service company acquisitions or on internal development.  Instead DELL has chosen to retire a quarter of its outstanding shares since 2005, at a cost of (I almost can’t believe the numbers) $22 billion or $23.80 a share.  With the stock was trading at around $8 before rumors of going private surfaced, this continuing decision represented $14 billion in lost value to shareholders.

Since the beginning of 2005, the S&P 500 has risen by 29.6% on a capital changes basis.  Over the same time span, Lenovo is up by 118%.  Hewlett-Packard is down by 12.7%.  Dell has lost 66.8% of its per share market value.  Acer and Asustek have been equally bad performers, although that’s cold comfort.

shock therapy?

That’s what I think this buyout is about.  It’s been clear for years that the traditional PC assembler model is broken.  AAPL’s success clearly demonstrates that.  Samsung has emerged as a very powerful competitor, as have Lenovo, Asustek and Acer.  INTC’s Chromebook initiative and  MSFT’s Surface both show frustration with the lack of competitive relevance of assemblers like DELL and HPQ.  Yet, as far as I can see, DELL hasn’t improved its PC offerings, or its service, much at all.

In my experience, mature companies can resist change in an almost unbelievably stubborn way–the source of the saying that “Turnarounds never happen.”  Maybe managers lack the skills needed to succeed in a new environment, so they simply can’t do a better job.  They may not understand the issues.  Or they may not be risk takers, preferring a mediocre-to-bad present to an uncertain, but possibly better, future.  In any event, they drag their feet.  What can one man do, even the founder of a company, in the face of widespread inertia?

Bring in a whole new management–a firm like Silver Lake that specializes in straightening out mature, underperforming tech companies.  The going private part of the maneuver is at least partly that it’s Silver Lake’s price for taking on the job.

some big DELL holders aren’t happy

Southeastern Asset Management, which owns just under 10% of DELL, is one of them  Reuters reports that there are at least a few others.

Even a cursory glance at a stock chart will tell you why.  Unless the firms in question bought DELL in the last couple of months,  or during the final days of the market meltdown in early 2009, they will be forced to recognize big losses from holding the stock.

They have some justification, since they’ve stuck with DELL through thin and thinner.  This is what value investors do.  They buy mediocre or weakly managed companies and wait for change to happen.  They’ve been right in this case that change would happen, except that it’s coming in a way they didn’t anticipate.

On the other hand, DELL probably needs much more radical surgery than the institutions ever imagined, meaning that it would best be done away from the requirements of public disclosure, from media attention and from the reach of short-sellers.  That way customer confidence is easier to maintain.

 

 

 

 

 

David Einhorn’s preferred stock proposal for Apple (AAPL)

Yesterday hedge fund manager David Einhorn made public an open letter to AAPL shareholders, publicizing his suggestion that the company issue perpetual preferred stock to shareholders.

mechanics of the issue

AAPL has no debt and $137 billion of cash on its balance sheet.  It is generating cash flow at the rate of about $40 billion a year.

Einhorn proposes that AAPL issue a new security for free to shareholders that would pay a total yearly dividend of $2 billion.

The new security would:

–be perpetual, meaning it would go on forever (or until AAPL goes out of business).  This also means the preferred would have no redemption value, that is, it could/would never be returned to AAPL in exchange for a cash payment

–be cumulative, meaning any unpaid dividends would continue to be obligations of AAPL, rather than simply lost, as is the case with dividends on common stock

–have a dividend preference over the common, meaning the preferred dividend–and any accumulated unpaid ones–would have to be paid before a common could be.

valuation

In round numbers, AAPL has a billion shares outstanding.  One way of implementing the Einhorn proposal would be to distribute one share of preferred for each common share held.  If so, the preferred would pay an annual dividend of $2.

How much would you pay for a potentially infinite stream of $2 annual payments?  Einhorn tried to frame the issue psychologically by saying this is “$50 billion” worth of stock, or $50 a share if the issue were constructed as I describe.  This would also be a 4% yield.

Especially for the first issue of this type, $50 could be low.  Yes, it represents 25 years of undiscounted dividend payments.  But AAPL is a pristine credit.  The yield is a huge premium to the 30-year Treasury.  There are tons of AAPL fans who might like a “cheap” way of owning an AAPL security–AAPL has (foolishly, in my view) chosen so far not to tap this base of support by splitting its common.  And the preferred issue would have novelty value.

an investor’s view

–The proposed preferred has no claim on AAPL’s assets and represents only a tiny fraction of the company’s cash flow.  It wouldn’t have voting rights under normal circumstances.  So it isn’t equity in any practical sense.  Arguably, therefore, its issuance might have no effect on the price of AAPL common.  In all likelihood, any negative effect would be tiny.  There’s even a (lottery ticketholder’s) chance that the effect would be positive.  

So the Einhorn proposal is like creating free money, as I wrote yesterday.

–Einhorn’s hedge fund clients hold about $500 million worth of AAPL.  Einhorn himself gets some percentage, say, 20%, of the profits they make on his investment choices.  An AAPL preferred issuance could represent a $10 million payday for him.

-The preferred is not a one-and-done story.  There’s no reason why this magic trick can’t be repeated at least several more times, each one giving a $50 billion boost to aggregate shareholder wealth.

–What’s not being said is that the pledge of future cash flows puts handcuffs on management, for good or for ill.  Each $2 billion in cash flow dedicated to preferred dividends means less that management is free to use for capital expenditure, acquisitions or other uses. The preferred can be regarded as a prudent safety measure.  Look at Hewlett-Packard–a once-great company that has squandered an enormous amount of its shareholders’ money through a decade of lunatic, management- and board-approved acquisitions.

AAPL’s

–Q:  Who are these guys to tell us what to do?  They don’t work here.

A: They’re the owners.  You work for them.

Reply:  That can’t be right.

–About 3/4 of AAPL’s cash is held outside the US, so it’s only available to pay preferred dividends if it’s repatriated.  That would mean paying income tax at 35% on anything that’s brought back.

–If we assume AAPL generates its global cash flow in the same proportions as its cash holdings, then only $40 billion annually is available to pay dividends of any type.  $10 billion+ already goes to pay the common dividend.

If shareholders say they think Einhorn has a good idea (which he does), then management has potentially got to focus a lot more on earning money in the US.

my 2¢

There’s a tipping point out there somewhere, after which the Einhorn trick will no longer work.  Not a current worry, though.

There’s also a legitimate concern that at some point the diversion of cash flow away from reinvestment in the firm will hamstring management and hamper growth.  With $137 billion in the bank, not a concern, either.

weird stuff from the AAPL high command

In the old days, Steve Jobs would have thrown Einhorn out of his office and that would have been case closed.

IN contrast, current management is seeking to change the company’s charter to outlaw preferreds like Einhorn’s.  Not only that, it’s taking a page from Congress’s book, wrapping the change inside a bunch of others that are supposed to be voted on as a group.  So the owners don’t get a say so on the Einhorn idea alone.

These action has, predictably, had the opposite of the intended effect.  It’s publicized the Einhorn proposal like nothing else ever has.  It makes management look weak.  And it makes AAPL look like it has something to hide.  (My candidates:  the small amount of cash flow generated in the US; the dilutive effect of management stock options, which are obscured by stock buybacks out of US-held cash.)

what would I do?

I’m not a current holder–to my regret, although I did buy AAPL for my clients (including me) in 2004.  But if I were, I’d back Einhorn.