Archive for December 9th, 2007

Filed under: Law, Newspapers

In an editorial titled Union Proxies (subscription required), the Wall Street Journal argues that the SEC’s decision to allow companies to bar third-party candidates for the board of directors from the ballot was actually the right move.

I argued just the opposite here and here, but the Journal does bring up a point that’s worth responding to:

“Access” sounds good in theory. But in practice, what really matters is whether such proxy slates serve the interests of all shareholders, or merely a few. In the case of proxy challenges, the main agitators are unions and their political allies who run public pension funds. These groups have their own political agendas that they want companies to pursue, and those agendas may or may not serve the larger interest of increasing shareholder value. In the worst case, such agitation could empower special-interests on boards that reduce a company’s value.

Here’s the flaw in the Journal’s reasoning: If the union-backed pension funds are supporting ideas that are wildly out of touch with the interests of other shareholders, then those shareholders have a right to vote against them, and presumably they would.

And if the majority of a company’s shareholders vote for the candidate, then they should gain a seat on the board. This is basically about voting rights: shareholders in public companies should have a right to put the people they want on the board of directors. Denying proxy access because many candidates would have special interests is like arguing that union members shouldn’t be allowed to vote or run in political elections because they have ulterior motives. Maybe they do, but that’s up to the voters to decide!

We’ve seen enough examples of supine boards of directors and managers who stayed in their roles as Chief Value Destroyer for far too long because of these boards. Proxy access would have been a great way to make directors more accountable to shareholders, and it’s a really sad day for corporate governance when the SEC gets in the way of that.

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Filed under: Cisco Systems (CSCO), Motorola (MOT), Initial public offerings

Entropic Communications (NASDAQ: ENTR), which develops home networking semiconductors, tried to price its IPO at $9 to $11. But investors thought the valuation was too rich. So, the deal came out at $6 per share. In all, the company raised $41.3 million.

No doubt, Entropic is in a hot space — helping deliver video and music to homes (through cable set-top boxes). According to a study from iSuppli, the global market for home networking silicon is forecast to grow from $1.1 billion in 2007 to $3.1 billion by 2011.

Entropic has 55 customers, which includes biggies like Motorola (NYSE: MOT) and Jabil Circuit. The company also has key strategic investors, such as Cisco (NASDAQ: CSCO).

And, for the first nine months of this year, revenues spiked from $24.9 million to $82.4 million.

The lead underwriters include Credit Suisse (NYSE: CS) and Lehman Brothers (NYSE: LEH). You can find the prospectus at the SEC website. Also, for other recent IPO information, visit DealProfiles.com.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements.

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Filed under: Earnings reports, Forecasts, Dell (DELL), Target Corp. (TGT), Krispy Kreme Doughnuts (KKD), Comcast Cl’A’ (CMCSA), ConAgra Foods (CAG), Merck and Co (MRK), Toll Brothers (TOL), Palm Inc (PALM)

Here are a few highlights of this past week’s earnings coverage from BloggingStocks:

Also, Brian White looks at how loss of market share contributed to Dell Inc.’s (NASDAQ: DELL) recent results. Both Douglas McIntyre and Jim Cramer mull the effect on the cable industries of Comcast Corp.’s (NASDAQ: CMCSA) lowered guidance. And Target Corp. (NYSE: TGT) is among retailers warning about earnings in the current quarter.

Upcoming results to watch for include: H&R Block (NYSE: HRB), Kroger Co. (NYSE: KR), Costco (NASDAQ: COST), and Lehman Bros. (NYSE: LEH).

Visit AOL Money & Finance for more earnings coverage.

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We recently took a look at the Best & Worst of 2007 in sixteen categories and asked you to vote for your favorites, as well as sharing the reasons for your picks and any other contenders we may have overlooked. And voting is off to a strong start, with more than 100,000 votes in each category so far.

Some categories have shaped up to be close races. Chuck Prince, Bill Ford, and Bob Nardelli each have a little less than a third of the vote for Best CEO Departure of the Year. Britney Spears and Michael Vick are neck and neck as the Celebrity Most Likely to Lose It All, while Lindsey Lohan’s relatively low profile recently has garnered her just 6 percent of that vote. In the Most Shameless Attempt at Cashing in on ‘15 Minutes’, Sanjaya Malakar has a slim lead over Howard K. Stern/Larry Birkhead, but poor Chris “Leave Britney Alone!” Crocker has gotten no respect with a mere 6 percent of the vote. McDonald’s has a small lead as the Hottest Chain Restaurant, thought Chipotle isn’t far behind with more than a quarter of the vote. And while the iPhone has the lead now as the Hottest Gadget of the Year, it and the Nintendo Wii have been trading places as the front runner.

Several categories do have a clear front runner. Those with more than 50 percent of the vote so far include Martha Stewart as Most Annoying Money Personality, Oprah Winfrey as Most Overpaid Celebrity, and Rosie O’Donnell vs. Donald Trump as the Dumbest Celebrity Feud in the celebrity categories. On the business side of things, there are Google as the Company of the Year, “globalization” as the Most Overused Buzzword, and Jet Blue stranding passengers as the Dumbest Moment in Business.

The Money Story of the Year and the Most Worrisome Consumer Trend turned out to be eerily similar, with oil prices topping both categories, followed by the housing slump/mortgage crisis, and then food/toy recalls. The private equity boom and bust hardly makes it onto the radar, with a mere 1 percent of the vote in its category.

Dubai is just short of half the total vote for Breakout City of the Year, ahead of Austin, Texas, with a quarter of the vote. In the Hottest Car of the Year category, the Cadillac CTS leads with 43 percent of the vote over the BMW M3 with 28 percent.

By far the most popular and contentious category, with more than 228,000 votes so far, and with the most comments, is The Most Hated Company. ExxonMobil leads with 41 percent, Wal-Mart has 33 percent, Bank of America only 19 percent, and Home Depot trails with a mere 7 percent. While some commentors take issue with this category, regardless of who the nominees are, other commentors are all too glad to suggest alternate contenders: Microsoft, Goldman Sachs, Best Buy, Comcast, AOL, AT&T, Regions Bank, and all insurance companies.

Other honorable mentions, as suggested by commentors, include the Garmin Nuvi GPS as Hottest Gadget of the Year, Neil Cavuto as Most Annoying Money Personality, and Research in Motion as Company of the Year.

Let us know what you think. Voting continues through December 25 and winners will be announced on December 28.

 

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There has been a torrent of information shrouding the new Hope Now Alliance proposal that was offered up this past week. We’ve heard outraged battle cries of “no government bailout” and we’ve also heard the argument that this plan does not go far enough to help those facing foreclosure. Aside from the philosophical debate, how many people does this plan really help in its current format? Now that we have a few more details of the plan, it is apparent as it stands that this proposal will only offer support to a small portion of the 1.2 million subprime borrowers facing trouble next year. Let us give you a quick recap of what we know so far:

This will only apply to owner occupied properties with at least a 36 month ARM reset period or less.

Loans must be originated between 1/1/2005 and 7/31/07. These loans must have reset dates between 1/1/08 and 7/31/10.

The loan must be current.

LTV must be greater than 97 percent

The borrower must have a FICO score less than 660

The borrower’s FICO score cannot be higher than 10% since the loans origination date.

Each servicer must determine the owner cannot afford higher payments.

      Should you fall within this if-then statement of complexity, you will qualify for the 5-year rate freeze. So instead of a 2/28 mortgage we now have a 7/23 mortgage. In this post we will analyze our hypothetical case study of Johnny Subprime who meets all the above contingencies and has a scheduled rate reset on 1/1/2008. Just to show my due diligence in this, I decide to call up the Hope Now Alliance program. I called at a late hour as everyone was hitting their slumber since I know they are extremely busy. After a brief summary of what they are about, I am led to the omnipresent “press 1 for English, press 2 for Spanish.” From what it appears, they are being an advocate and are running a quick triage report to see if you even qualify. Early estimates from various sources state that this plan will currently help anywhere from 125,000 to 240,000 people. This plan doesn’t even begin to address the potentially more dangerous mortgage bubble of Option ARM mortgages that are set to hit in 2010 through 2011. According to Fitch Ratings, 80 percent of Option ARM borrowers only make the minimum payment. What this means is these folks are going negative amortization in a time where across the country every large metro area is seeing real estate depreciation. This is a guaranteed recipe for being underwater at a time when analyst are predicting the bottom of the housing market will be hit. It is literally the second tidal wave of this housing credit explosion.

      Let us deal with one thing at a time. Let us run some assumptions just to show how this Hope Now Alliance will play out for Johnny Subprime:

      Mortgage Type: 2/28 Mortgage

      Origination Data: 1/1/2006

      Home Purchase Price: $250,000

      Mortgage Amount: $250,000

      Mortgage Rate: 7 percent with expected rate at reset of 10

      Current Principle and Interest: $1,663

      Expected Principle and Interest at Reset: $2,173 *2/28

      Taxes and Insurance: $260

      Yearly Income: $50,000

      Monthly Net Take Home Pay: $3,080

      Car Payment: $300

      Car Insurance: $100

      Auto Fuel: $120

      Food: $400

      We’ll leave out other factors like cell phones, healthcare, utilities, and credit cards which many borrowers have. With the current payment Johnny Subprime has disposable monthly income of $237. After talking with a counselor on the phone, Johnny hasn’t missed a payment and falls within the guidelines and demonstrates that a rate reset will suddenly put his $237 monthly surplus into a monthly deficit of $273. Since most subprime borrowers already start out at a higher rate, it is very common to see a starting rate of 7 percent especially if the note originated in 2005 or 2006 when rates were very low and the secondary market was buying them up like hotcakes. So instead of his rate resetting in 1/1/2008 it will now reset in 1/1/2013. Without the rate freeze the rate payoff curve looks as follows:

      2_28.jpg

      For simplicity, we will only assume that there is a rate cap of 10 percent and doesn’t go higher which is a very high probability given the current economic circumstances and the structure of many subprime loans. Interest rates cannot remain at multi decade lows forever. So the freeze is on and Johnny lives to fight another day. Does this freeze really help long-term? Johnny goes on living his life, paying his bills, and doing the things of daily life. Let us assume that Johnny has received a 4 percent pay raise each year and now we are in 1/1/2013. How does our scenario variables change?

      Current Principle and Interest: $1,663

      Expected Principle and Interest at Reset: $2,112 *7/23

      Taxes and Insurance: $260

      Yearly Income: $60,800

      Monthly Net Take Home Pay: $3,597

      7_23.jpg

      First you’ll notice that the difference between the 2/28 reset payment and the 7/23 reset payment is only off by $61. So how is Johnny Subprime now doing in 2013? With the new rate reset he is now with a monthly surplus of $305. On the surface, it looks like the rate freeze has saved Mr. Subprime from losing his home. But there are many assumptions that we are assuming here.

      Three Assumptions of the Hope Now Alliance

      This seems all well and good for our hypothetical case. But as you can see from the tiny payment difference, all we are doing here is buying extra time in hope of a few things. First, there is no reason for Johnny Subprime’s salary to go up in the next 5 years. In fact, wages have recently been stagnating. If and when the economy goes into recession, there is even less of a reason to assume wages will increase as the economy contracts. This puts one major dent into this freeze plan.

      The second assumption is that housing prices will stabilize over this timeframe. Who is to say prices will stay the same? In fact, we have another major mortgage debacle awaiting us in 2010 and 2011 just when this one is getting cleansed from the system. We are already seeing that yes, real estate does go down and in fact can go down on a national scale. Estimates abound that home prices can fall anywhere from 10 to 30 percent depending on the area. Many analyst predict the bottom somewhere in 2010 but of course the dormant giant of Option ARMs hasn’t even been tackled. So assuming Johnny Subprime’s property falls by 10 percent nominally, he will still owe $227,868 on the new 7/23 mortgage and the property will be worth $225,000. He will have zero appreciation and will lock himself into a place for 7 years. As you can see, sometimes renting is better than buying. After all, having a roof over your head and building up no equity is the simplistic definition of renting.

      The final assumption here is that Johnny will in fact want to stay in his home. We’ve heard countless times from the industry how no one ever stays in one place anymore. Well in this case, Johnny will not have much of a choice in the first few years since he doesn’t have the equity to sell especially in a declining market. What if he gets a new job somewhere else and needs to move? Is he going to be compelled enough to stay in the place? What if he realizes that the only true winner here is the lender and he in fact may be coming out with no equity in the end? Will he want to continue making payments to keep the lenders afloat?

      You can see that it is much to early to determine how this thing will go. Will people in foreclosure that don’t qualify for this plan call for equality? Why should they be punished because they didn’t fall within the given timeline of the current proposal? What about prime borrowers that are underwater? Why shouldn’t they be able to freeze their rates as well? Again these are philosophical questions more than economic but I assure you they will come up in the coming years. Even though this isn’t a bailout per se, it does open the door slightly for more government meddling. We already know that Paulson said this isn’t a “Federal bailout” but the wording giving tax-exempt status to states should be watched. Another major thing that would be a bailout is what Angelo Mozilo, CEO of Countrywide mortgage is pushing. He is calling for caps to be raised to $625,000 so the FHA, Freddie Mac, and Fannie Mae can purchase larger mortgages. Mozilo had actually called for raises of as much as $850,000. Since Countrywide and WaMu have nearly 45 to 50 percent of their mortgages in California, I wonder why he is pushing this so hard?

      What are your thoughts? Is this a bailout or is this something more benign?

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