Friendlys Icecream

May 29, 2007

How did sleepy old Friendlys (FRN) restaurants land in the middle of a dramatic take-over battle? Here’s the “back-story” as I understand it:

Blake versus Smith: Founded in the 1930’s, the company was sold to Hershey’s, then spun off again. One of the founders (S Prestley Blake) owns over 10% of the latest version of the corporation, but has no part in management; indeed, he’s suing management. Meanwhile, Donald N. Smith, Chairman, who also owns over 10% has run Friendlys as part of a nearly unchanged 5-person board for about a decade.

Blake has accused Smith of mismanaging the company; e.g., trading in a $3 million aircraft for a more expensive $8 million one, running an office from Chicago when Friendlys has no restaurants in Illinois, paying staff at that office who do not do much for Friendlys (referred to as “FODs” — “friends of Don” by an employee in court testimony), and so on. These are all accusations, I do not claim them to be facts. Also, Smith has an interest in another company (“TRC”) that has various deals with Friendlys, and Blake accuses Smith of constructing these related-party deals for his own and TRC’s benefit, and not in the interest of Friendlys.

Blake also complains that Friendlys has taken on very expensive debt, and he has offered to lend the company $50 million at 2% over a specified floating benchmark rate, to pay off costly debt. The company responds that the pre-payment penalties would make that a bad idea.

Enter Biglari: Sardar Biglari runs the LionFund, and recently took over another restaurant chain (Western Sizzlin) in a hostile bid. Sometime in 2006, Biglari targeted Friendlys. Like Blake, he too criticizes the debt levels and management performance. (According to Yahoo Finance, in the last 3 years, FRN has had a cumulative near-zero cash-flow, a cumulative loss, and it has had negative net tangible assets. On the other hand, there have been profitable years, and the restaurants have a good reputation with customers.)

Management offered Sardar Biglari first one seat, then two, on an expanded board, but only if he agreed to conditions that would keep him in check for the next three years. This seems like an obvious attempt to buy time. Why would Biglari just sit on the board and nod? He rejected their offer. On March 6th, 2007, Biglari wrote a letter asking shareholders to vote him and an associate (Cooley) as directors at the next annual meeting. Biglari has billboards in Wilbraham, MA and Springfield, MA saying “Vote Biglari and Cooley”, and pointing people to his www.enhanceFriendlys.com website.

Perhaps seeing the inevitability of Biglari winning two seats, Friendlys put out a March 7th press release (i.e. the very next day), indicating that they had “…retained Goldman Sachs & Co., as financial adviser, and Weil, Gotshal & Manges LLP, as legal adviser, to assist the Board of Directors in exploring strategic alternatives to enhance shareholder value,...” Then, they postponed the annual meeting!

Friendlys’ website says: “The Friendly Ice Cream Corporation shareholder meeting originally proposed to be scheduled for May 9, 2007 has been postponed due to the previously disclosed alternative strategic review being conducted by the company’s Board. When the Board sets the date for a rescheduled meeting of the shareholders, the new date and time will be posted here.”

Ownership pattern/Proxy fight: From Friendly’s site, I got the following ownership figures (as of May 21, 2007):

  • Biglari Capital Corporation: 14.6%
  • S Prestley Blake: 13.1% [Founder, now suing Friendlys and Donald Smith]
  • Donald N. Smith: 12.2%
  • Kevin G. Douglas: 10.4% (Not sure who he is)
  • Various mutual funds (approx): 23%

With this ownership pattern, and with the possible backing of a few big mutual funds, Biglari appears to be an almost certain winner if there’s a proxy fight. So, it appears that current management is in its final days. Their only hope in not being forced out, is to get an offer that Biglari cannot refuse. If this happens, current shareholders win too.

Who’s the bad guy?: Is Biglari really trying to get rid of mediocre managers who have a poor record, or is he pouncing on a company that hit a temporary bad patch? Friendlys did have net income in some recent years, but a large loss in one year wiped out the cumulative numbers. Friendlys management says Biglari wants to use their company’s free cash fkow to finance other ventures, not investing in the restaurants. Answering this would require more details, and I’ll defer that for now.

Is FRN a buy?: What if no suitors are found? Even if Biglari gets the company, it may take a while, and some court battles; in the meanwhile, fundamentals could deteriorate (particularly with management focusing on this battle, rather than on running the company); the company he finally gets may be in a worse state than it is today. The stock has jumped since Biglari got into the stock. From $8 before Sept 2006, it is $14 today. Having risen so much, is the good news already reflected in the stock-price? This too would require more details, and I’ll defer that to a future post.


Netflix/Blockbuster: bird’s eye view

May 11, 2007

I recently started to look at Netflix (NFLX) as an investment. My summary is that it’s a really interesting story, they’re a well-run company, but in a market fraught with uncertainity.

NFLX pioneered a channel that took business away from Blockbuster BBI. Finally, in the last quarter of 2006, BBI started to fight back, undercutting NFLX, causing it problems. NFLX has a clear and simple model, but BBI is adapting theirs rapidly and NFLX may be forced to react. To figure the value of NFLX, it is becoming more imperative to understand BBI than to understand NFLX itself. While NFLX executes well, its medium-term future depends more on what BBI will do and how NFLX can counter them.

Don’t shrug off BBI’s undercutting, saying they’re losing money. Price wars can get irrational, particularly when a competitor is fighting for its existence. Areas of research:

  • How much does BBI lose per TA customer? Estimates range from $2 to $42 per month; the truth is probably somewhere in between those numbers.
  • Next, what can BBI do to change those numbers? BBI’s management are obviously thinking hard about how they can use their loss-leader to make profit on something other than popcorn sales.
  • If BBI cannot sustain the current level of loss-leadership in TA, can they tweak it to reduce their losses, while still undercutting NFLX just enough to do real harm?
  • Finally, even if BBI fails after a few years of fighting hard, might that be a few years too many for NFLX?

In the longer term, the channel is threatened by downloading.When it comes to downloading, other players like cable and ISPs will also want in on the game. One can anticipate another fight, (say) six years down the road.

Therefore, what we have is this: NFLX is a well-run company, in a market that’s in flux, with a competitor that’s desperate; and, the future, instead of ending in a winner, morphs into a different fight. In summary, from a bird’s eye view, NFLX looks like a good company, but in a business that may not be too profitable in the medium-term and has little long-term visibility.

And yet…, it’s all so interesting. It’s seductive for an investor to want to rise up to the intellectual challenge of predicting a winner. That challenge, after all, is why so many people like investing. Despite thinking that it’s unpredictable, I too am drawn to the story, and will probably look more closely. I’ll resist the urge to bet any money just yet.


Home Builders (DHI, PHM, TOL, CTX)

March 23, 2007

Since I started looking at possibility of buying the home-builders in July 2006, they went up considerably, but have dropped back down in the first few months of 2007, so that they’re back around their July 2006 levels. Meanwhile, the rest of the stock market also dropped off and all the talking ehads are talking about the risks of sub-prime mortgages and so on. So, I decided that I better not wait; six months from now, the pessimism may disappear.

Since Bill Miller had opted for PHM, I was tending toward that choice, but decided to look at some of the competitors: TOL (sells more expensive houses), DHI (sells slightly less expensive houses), and CTX. Here’s what I found:

Firstly, I found that all four companies are pretty good and pretty similar. CTX has the best 10 year fundamental averages, but they swing all over the place, so I’m discarding them rather than expect myself to be able to figure out if that swings are about seizing the moment, or about poor prediction. So, I’m left with three that have very similar patterms of profit movement. Of these, though I was slightly predisposed to PHM, I’m now a little wary of their Michigan exposure. A look at the numbers shows PHM having dived a bit more than the other two.

The S&P analysts use book value and a multiple while evaluating these builders. I prefer to use a normalized EPS approach. In my estimate, the normalized 5-year EPS for these three are: (PHM = $ 2.60, TOL = $3.0, DHI = $3.30). With a normalized home-builder P/E of 8, that gives me valuations as follows: (PHM = $ 20.8, TOL = $ 24, DHI = $ 26.4). The prices today, 3/22/2007, are: (PHM = $ 27.50, TOL = $ 29.50, DHI = $ 23.50).

The top-line and bottom line growth rates are pretty good for all three, not much to go on there. So, I bought a little DHI, and …surprize, surprize, when I checked Gurufocus, I found that the Sequoia Fund had bought a little PHM in 2005, but they recently bought a larger chunk of DHI. With that second opinion, I plan to add to the DHI holding in the coming weeks.

My original plan was to buy and see if it goes down further, with the growing nervousness. However, the Fed might be coming near a turning point, and if they start to reduce rates, people might assume it’s good for home-builders, sending the stocks up.

DHI also comes with a 2.6% dividend yield, so I can see myself holding onto it for 5 years or so, though a whole cycle.

Update Jan 2009: The market went down as expected, but almost nobody expected how bad it would be. The S&P500 was down 45%. The excess home inventory shows no sign of abating. I took my loss, and got out of the one home-building stock I owned (DHI) some time last year.


The Little Book that Beats the Market

March 23, 2007

I usually avoid books that promise a “magic formula” to investing; but, author Joel Greenblatt, is a successful money-manager, and the library had an audio version of his book “The Little Book that Beats the Market“, and the book had good reviews.

Using a simple example of a kid selling gum in school, Greenblatt asks how much one would pay to become a partner, getting half of the gum-selling business. The first five chapters are a great summary for someone who has never thought about stock-investing.

Next, Greenblatt explains his “magic formula”. Among the various measures that make a stock attractive, he isolates two factors and explains why those two are fundamental. He argues that many other factors depend on these two, or are simply not as important. He tells individual laymen investors to ignore most other factors, rate companies using only the two publicly available measures, and promises that they will beat the market in the process.

Even though the Greenblatt is substantially correct in the metrics he identifies, and has back-tested his formula over data from the past 20 years or so, that is dangerous advice to someone who knows nothing about stocks. Everyone who invests should also understand the basic objections to stock-picking, made by the “Efficient Market” school. (Not that I agree with the latter, but one should understand the point that they make, and why average-performing “Index Funds” are suitable for many investors. John Bogle’s little book should be a good companion read.)

Also, from any ‘mechanical’ screen, the investor would need to exclude certain companies that are in there for the wrong reason. (Greenblatt mentions, in passing, that one should remove Financials and Utilities. Given the times, perhaps he ought to have added a caution about natural-resource companies as well.) [Check this Barron’s article for a critique.]

Greenblatt has a web-site where one can get a list of (say) top 25 companies, using his criteria. When I tried the site though, the “Return on Assets (ROA)” numbers were way off. For instance, DLX showed up with an ROA of over 100%, while both S&P and Yahoo-Finance calculate it to be around 10% (and the latter is definitely closer to reality). So, if a novice tries to follow the “magic formula”, without reading anything else, he actually will not follow the advice after all, because he’s probably going to be using bad data!

I think the real audience of the book is the large contingent of amateur individual investors who lean toward “value-investing”, and are at least knowledgeable enough to spot basic data problems. For such an audience, the early chapters are slow, explaining basic concepts from scratch. Nevertheless, the basic theme — Greenblatt’s isolation of two factors as being fundamental — is definitely food for thought.

So, if you’re a novice, read the book but you’ll need to read some others as well, before acting. If you do invest in individual stocks, it’s a book worth reading and thinking about.


Sardar Biglari – A person to watch

September 29, 2006

A post on the Gannon on Investing blog alerted me to a guy named Sardar Biglari. He’s a 29 year old who started an ISP company when he was in college, then read about Buffett and realized that — qua investor — he does not want to be in an unpredictable business. He now runs The Lion Fund (hedge fund).

I’m very wary of smart talkers. Over the years, I’ve learnt that the wolf-like car-salesmen types are not the ones to worry about. The dangerous operators come in sheep’s clothing. The dangerous ones appear completely genuine and different, until you’re checking your wounds. So, out of curiosity, I read the one interview that I could find, and what was available on the site of Western-Sizzlin a company Biglari recently took over, and some stuff in the press.

Aside: I would have liked to read Biglari’s letters to his investors, which were public until recently, but it turn out that someone commented to his company that, since he runs a hedge fund, and since hedge funds aren’t supposed to solicit investments from the general public, putting his letters on the site might be construed as an illegal solicitation. In other words, my bloody government is trying to protect me from being tempted to invest in The Lion Fund, even though they already have a rule that prevents anyone with less than $1 million of net worth from investing in such fund. Oh, the tangled web of socialism! (I’ve emailed them asking if I can be given access.)

Anyhow, back on story: so far, everything adds up with this guy and the typical warning flags (things said, ways in which said, things left unsaid). In fact, I’m sufficiently convinced to have invested a small sum of money in Western-Sizzlin, where Biglari is Chairman.

Update (Oct 18, 2006): I should have added that I like the way Biglari is planning the new financing for Western-Sizzlin, using rights shares instead of debt. All too often, take-over firms will bring their own money in the form of convertible debt to the new company that gives some shareholders better treatment than others. The rights share way (or a debt from a truly unrelated third-party, if that makes sense) indicates a sense of fairplay.


PFN

September 29, 2006

March 2006: This is junk (BB), but it is run by PIMCO, so that lets me sleep easy. It’s a floating rate trust, which yields 8.5% today. Then interest rate tightening cycle has not ended, so there’s no reason to believe the yield will fall.

If Bernanke raises a couple of times and then let’s things remain steady, it may be time to sell, before the yield collapses, and the price does too. Right now, it seems that won’t happen until Q3 or Q4 at the earliest.

Sep 2006: The interest rate cycle might be at a plateau, for a few months at least. PFN has not fallen. In fact the price ($18.90) and yield (9%) have both risen slightly over the last 6 months. Review again in Q1 of 2007. [Update Feb 2007: Fed rate still steady. PFN yield @ 9%, but a 4% premium has built up in the price — $19.20 now]

Update Jan 2009: With the crash in the market, PFN went below $6, with a yield going arounf 17%. It is now $7.60, up a little bit from it’s lowest, but still yielding 14%. People are worried about all types of debt, particularly the low-grade stuff in this fund. In addition, the fund (like many other such funds) is leveraged about 30%. That debt is short-term and constantly renewed. A credit crisis raises short-term rates (private rates like LIBOR) even while the Fed is lowering it’s rate. So, that fear also hit the fund.

At these yields, the fund looks attractive to me, and I still own some.


Grant’s book: Minding Mr. Market

September 12, 2006

Minding Mr. Market“, is a collection of articles from “Grant Interest Rate Observer”. They’re from the 1980s and the earliy 1990s. Grant does not add much to the articles. Some annotations update the reader on how events turned out, but there is no organized attempt to look back at history and the predictions that were made. The essays are organized by topic. Apart from that, the reader has to do the analysis and summarizing on his own, with no help from the author.

Nevertheless, here’s something from the book…

Perhaps the oldest and purest blind pool on record was the “company for carrying out an undertaking of great advantage, but nobody to know what it is” during the South Sea Bubble of the early eighteenth century.

Grant goes on to quote Charles Mackay, from “Memoirs of Extraordinary Popular Delusions and the Madness of Crowds”:

The man of genius who essayed this bold and successful inroad upon public credulity, merely stated in his prospectus… … each subscriber, paying his deposit [of an initial 2 pounds for a 100 pound share], would be entitled to 100 pounds per annum. He… promised that in a month full particulars should be duly announced, and a call made for the remaining 98 pounds… he found that no less than one thousand shares had been subscribed for… He… set off… for the continent. He was never heard of again.

I would not recommend this book to a general audience. Since Grant did not add any commentary, the collection of articles would be of interest to a small niche of folks who already have a decent understanding the financial history of the period and who want to see what Grant said about it.