Aether Holdings Inc. (NDAQ:AETH) has decided to switch businesses yet again. For those who don't remember, Aether started out in the wireless business back before the dotcom boom. After reducing its workforce by over 99% and watching its stock price move from mover $300 to under $3, the company decided to get into the mortgage securities business. Now, in a recent
8-k filing with the SEC, they announced they were changing businesses yet again - this time to the footwear business (through their NexCen Brands subsidiary). According to the filing:
"On August 21, 2006, Aether Holdings, Inc., a Delaware corporation (the “Company”), NexCen Franchise
Brands, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“NexCen Brands”),
and NexCen Franchise Management, Inc., a Delaware corporation and wholly owned subsidiary of NexCen
Brands (“NexCen Management,” and together with NexCen Brands, the “Purchasers”), entered into an
Equity Interest and Purchase Agreement (the “Purchase Agreement”) with Athlete’s Foot Marketing
Associates, LLC (“Seller”), Athlete’s Foot Brands, LLC (“Brands”), The Athlete’s Foot Marketing
Support Fund, LLC (“Support Fund,” and together with Brands, the “AFB Companies”), Robert J.
Corliss (“Corliss”), Donald Camacho (“Camacho”), Timothy Brannon (“Brannon”) and Martin Amschler
(“Amschler,” and together with Corliss, Camacho and Brannon, the “Shareholders”)."
They also announced their exit from the mortgage securities business with the sale of their remaining assets:
"Exit from Mortgage-Backed Securities Business:
At the same time as it approved the Acquisition, the Company’s Board of Directors (the “Board”), taking into account a range of business, strategic and financial considerations, decided that it was in the best interests of the Company and its stockholders for the Company to sell its remaining MBS investments for the purposes of exiting the MBS business and allocating those assets to support the growth and development of Aether’s IP business. The decision to exit the MBS business and focus on the IP business is not conditioned upon the completion of the Acquisition and, in light of the Company’s intention to finance a portion of the Acquisition purchase price with third-party debt, the Company expects to complete the Acquisition without needing to liquidate any of its MBS investments.
Because the reallocation of the Company’s MBS resources to the IP business may be considered a 'sale of all or substantially all' of the Company’s assets under Section 271 of the Delaware General Corporation Law, the Company will seek stockholder approval at its 2006 annual meeting to effect this reallocation of its assets. The Company expects to file a proxy statement for the annual meeting with the Securities and Exchange Commission within the next two weeks and anticipates that the annual meeting will be held early in the fourth quarter."
The company's new business plan is to convert all the stores it acquires into franchises and then maximize their value by building their brand. So why should we be concerned with such an unfocused company with a long history of losses that is currently struggling with it's second turnaround attempt? Well, because of the long history of losses (and its bank account)! In the tax world, there is something known as a "net operating loss carryforward" (NOLs), which enables companies to deduct their past losses against future earnings. This will give Aether a big break as it works to turnaround the company in a new market. Moreover, the company also has about $2/share in cash! This will help the company with funding acquisitions and paying off long-term debt. All things considered, the company has a dirty past and a long road ahead of it, but management has a lot of leftover "benefits" available to them to effectively capitalize on their new strategy. Whether or not they are able to do so remains to be seen; however, the stock definitely warrants
keeping an eye on!