Tuesday, September 26, 2006
Eagle Materials, Inc. (NYSE:EXP) revealed some insider buying recently in several Form 4 filings with the SEC. On September 19th, Director Lawrence Hirsch purchased 400,000 shares on the open market in a transaction worth over $14 million - a significant amount for an individual. Richard Stewart, another director, revealed yesterday that he had also purchased 1,000 shares in a transaction worth over $35,000. Does this insider buying make sense?

Well, the company is the second largest maker of drywall - the very same industry that caught Warren Buffet's interest (however he's invested in the largest producer, USG Corp.). The stock's recent declines come as a result of the slowdown in residential construction, which accounts for 40-50% of the company's drywall sales; however, the company's commercial demand remains quite strong. Last quarter, the company saw a 27% rise in revenues and a 70% rise in earnings. Finally, the stock is trading at a P/E of just 11x with a PEG ratio of 0.20 and trading significantly below its enterprise value, all of which indicates that the company is severely undervalued.

Although the residential real estate market may not be doing so well right now, this company still benefits from the commercial side of the market and is available on the cheap! This stock is definitely worth keeping an eye on!

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USG Corporation (USG)
Florida Rock Industries, Inc. (FRK)
Trinity Industries, Inc. (TRN)
9/26/2006 3:40:52 PM UTC  #    Comments [0]  |  Trackback
Visteon Corporation (NYSE:VC) revealed today in a 13D/A filing with the SEC that Pardus Capital had increased its stake in the company to 14.1% and is also seeking Board representation. According to the 13D/A filing, Pardus is seeking to:
"continue to engage in discussions from time to time with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning, among other things, the business, operations, board composition, management, strategy and future plans of the Issuer. In the context of these discussions, the Reporting Persons have raised with the Issuer the possibility of an individual suggested by them joining the board, and have been informed that the Issuer has taken this matter under advisement."
This news comes just as Visteon released an 8K filing announcing that they would cut their 2006 outlook and warned on second half sales:
"Johnston and Stebbins are expected to indicate that reductions to second- half customer production levels, changing vehicle mix, and other cost factors will challenge the company's financial results for the remainder of 2006. As a result, the company does not expect to meet the financial guidance targets announced on Aug. 1, 2006. The company currently expects second half product sales to be about 10 percent lower than first half product sales of $5.7 billion."
The company also took a blow yesterday when Valeo reportedly withdrew their bid for the company without explanation, after many speculated that the company was preparing to make an offer. Although this still remains a possibility, the Valeo management refused to make comments on the matter.

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Delphi Corporation (DPHIQ)
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Lear Corporation (LEA)
9/26/2006 2:37:10 PM UTC  #    Comments [3]  |  Trackback
 Monday, September 25, 2006
Boeing Co. (NYSE:BA)
10K Watch
Boeing announced today in a press release that they had reached an agreement with FedEx (NYSE:FDX) to sell and modify almost 90 757's in a deal worth an estimated $2.6 billion. The acquisition is expected to have a strong impact on Boeing's earnings, while the startup expenses will not likely be material to the company.

Educate, Inc. (NDAQ:EEEE)
8K Filing
The company announced today that its CEO - along with several other officers and hedge funds - is offering $8 per share cash for the company in a bid to take the company private. The Board of Directors said it would review the bid in due time.

eHealth, Inc. (NDAQ:EHTH)

Ammended S-1 Filing
eHealth announced that its expected IPO price is between $10 and $12 per share with 5 million shares being sold. Lead underwriters include Morgan Stanley and Merrill Lynch.

Friendly Ice Cream Corp (AMEX:FRN)
Ammended 13D Filing
The company revealed today that The Lion Fund has consulted with the Chairman of the Board of Directors and management of the Company concerning the business, operations and future plans, and is seeking seats on the Board of Directors for Mr. Sardar Biglari and Dr. Philip L. Cooley.

Sizeler Property Investors (NYSE:SIZ)
8K Filing
Sizeler announced today that the bid from Compson Holdings is not as favorable as the previous bid from Revenue Properties Inc., taking into account all financial, legal, regulatory, and other information. This comes after an activist hedge fund involved with the company demanded a valuation.

9/25/2006 8:22:33 PM UTC  #    Comments [0]  |  Trackback
UAL Corporation (NYSE:UAUA) - better known as United Airlines - moved up today on news that the company retained Goldman Sachs (NYSE:GS) to explore strategic alternatives. Those familiar with the situation say that the company is likely seeking a merger with Delta Airlines (DALRQ) or Continental Airlines (CAL). This news comes after UAL emerged from bankruptcy and the airline industry as a whole swung to a profit, with the help of lower fuel costs and more travellers. UAL enjoyed a share of this profit with strong performance last quarter; however, their stock remains one of the cheapest airline plays, trading at only 0.79x earnings (trailing). Any effort to unlock shareholder value could help this stock come to value at a significant premium to the current market price. Many traders are speculating that the company will require the help of a hedge fund or suitor in order to help it with any potential merger; therefore, a 13D and 8K filings would be the ones to watch as this situation unfolds.

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Delta Airlines (DALRQ)
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Continental Airlines, Inc. (CAL)
9/25/2006 4:44:10 PM UTC  #    Comments [0]  |  Trackback
Titan International (NYSE:TWI) revealed on Friday that Jana had upped its stake in the company to over 22%. Although Jana didn't disclose anything noteworthy in this filing, they do have a long history in the company, which may help shed light on possible motives for the acquisitions. In October 2005, Titan was the subject of a proposed buyout at $18 per share buy One Equity Partners LLC. Jana was responsible for blocking this deal, after sending a letter to the Titan Board demanding either respond to its demands or explain why $18 per share was a fair price. Jana cited several reasons for its belief that Titan shares are undervalued at $18 in a both a SC 13D filing in October and a SC 13D/A filing with the SEC in December, where the company noted:
"... Pro-forma for the acquisition of Goodyear's agricultural tires business and adjusting for the non-operating assets, the $18 offer price represents only 5.6x trailing twelve-month EBITDA. For this reason, we believe any sale of the Company should either be postponed until the benefits of the Goodyear acquisition are realized, or alternately should be at a price which more appropriately reflects the added value that will arise following the close of this acquisition. We also would like to point out that just earlier this year Company management expressed to us a concern that a private equity buyer would attempt to buy the Company for $18, which management at the time described as less than fair value.

Other events have also strengthened our view that the proposed price falls short of fair value and fails to fully reflect the strength of both the Company and general industry trends. For example, reflecting strong industry fundamentals, the stock price of one of Titan's significant customers, Deere & Co., has increased by almost 17% since October 12, 2005, the day after One Equity's offer was announced. We believe that Titan's stock would have risen during this period as well, particularly given that the outlook for North American agricultural equipment sales continues to be strong in general, were it not being held down by One Equity's low bid. In addition, Titan Europe, in which Titan holds a 29% interest, saw its stock price increase by over 15% in the days following the announcement of an acquisition which would materially increase its size and provide significant operating synergies. We believe it is reasonable to assume that were it not for the proposed sale to One Equity at $18 per share, Titan's share price would have also seen the benefit of this acquisition by Titan Europe."
Since this time, the stock has trended down from around $20 to its current levels right around the mid $17 per share. The company has made an effort to cut costs by laying off some employees, while it has made headway in its own efforts by signing several new contracts with both Deere & Co. and Grove, among others. Whether or not the company can turn itself around remains to be seen; however, this move by Jana should be encouraging for long-term investors. This is definitely a stock worth watching.

Related Companies
Goodyear Tire & Rubber Company (GT)
Nucor Corporation (NUE)
9/25/2006 1:32:49 PM UTC  #    Comments [0]  |  Trackback
 Friday, September 22, 2006
Banta Corporation (NYSE:BN) announced yesterday that they had received a letter from Cenveo dated September 20th, in which Cenveo proposed a business combination transaction involving the company. Banta said that it "is in the process of reviewing the proposal and will respond to Cenveo as appropriate in due course". What did this letter say? Well, Cenveo had a few kind words for Banta's Board regarding the transaction:
"As you might expect, following our prior proposals to acquire Banta, we were amused to read in your press release on September 14th that Banta has adopted "strategic initiatives" to "create value for shareholders." At Cenveo, we are always working to create value for shareholders and do not wait until we have received proposals from third parties to do so

We were also disappointed to hear on your carnival-like conference call that you continue to refer to Cenveo's $47.00 per share fully-financed, all-cash proposal for Banta's shares as "illusory". To reiterate what I stated in my letter of September 5th, we have obtained committed financing to complete this acquisition from Lehman Brothers and Wachovia ... I personally believe that you and the Banta board have breached your fiduciary duties to shareholders by taking actions to entrench yourself by not responding to my September 5, 2006 letter and the $47.00 per share proposal to purchase Banta.

Further, to say, as you did on your call, that we were unable to reach an agreement on the terms of a "standard" confidentiality agreement is a joke. We have offered to meet with you and to provide you with information about our commitment from Lehman Brothers and Wachovia WITHOUT OBTAINING ANY CONFIDENTIAL INFORMATION FROM YOU. Why do you need a confidentiality agreement when we are not asking for any confidential information at this time?

The fact that you and your board continue to hide behind your poison pill is in my view 110% un-American. A level playing field is required in order to permit Banta shareholders to decide who manages their company, not a poison pill. As you stated on your most recent conference call, your poison pill is in place to "make sure that your shareholders have the benefit of long-term look at the future." Shareholders now have had plenty of time to review your plan. Therefore, the pill is no longer necessary and we believe it is the board's fiduciary obligation to remove the poison pill and let the shareholders decide the future of Banta."
But is $47 a good deal for shareholders? Well, the stock was trading at around $50 before the company durastically lowered is FY 2006 guidance in July before raising them suddenly in September. However it is difficult to argue that the company is undervalued right now. Although it has a PE of around 17x, it has a PEG of almost 2.87, which is highly overvalued. The company does have a strong cash position and low debt; however, the company is still trading well above its enterprise value. Either way you look at it, $47 is a good price for this stock unless management is capable of executing some other plan to unlock shareholder value in the near term, which doesn't appear to be the case.

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9/22/2006 4:42:53 PM UTC  #    Comments [0]  |  Trackback
DivX, Inc. (NDAQ:DIVX) is up 13% in mid-day trading today on its debut on the NASDAQ. Those familiar with technology know DivX very well as one of the most popular codecs on the market for compressing video. But the company also licenses its technologies to consumer hardware device manufacturers and certifies their products to ensure the interoperable support of DivX-encoded content.

Let's take a look at whether or not the company is a good buy... Financially, Divx has done extremely well. The companies revenues tripled between 2003 and 2004, and more than doubled between 2004 and 2005. Notably, the company also achieved profitability in 2005 with a net income of $2,295,000 or $0.05 per share (diluted). As of December 31, 2005, the company also had a strong cash position of over $25 million with only $1.2 million in debt and a deficit of $19.4 million. This is a rather healthy balance sheet for a technology company that is just IPO'ing. But are the revenues sustainable? First, let's look at where they are coming from; according to their S-1 filing:
"We derive most of our revenue from the licensing of our technologies to consumer hardware device manufacturers, software vendors and consumers. We derived 81%, 75% and 55% of our total revenues from licensing our technology in 2005, 2004 and 2003, respectively ... In the year ended December 31, 2005, Philips accounted for approximately 13% of our total revenues, and our top 10 licensees by revenue accounted for approximately 41% of our total revenues."
The company also relies on an agreement with Google:
"Revenues under the Google agreement represented approximately 15% of our total revenues in 2005. We currently include Google software in both the basic and enhanced versions of our software that we make available to consumers at no cost from our website. In exchange for offering the included Google software to our consumers, and the subsequent activation of the software by those consumers, Google pays us royalties based on specific performance targets."
At first glance, this seems like bad news. With an increasing amount of their total revenues coming from one market (licensing) and only a few key customers, there is a risk that these deals could go bad, which would significantly impact the company's bottom line. However, as long as the DivX brand name remains strong and their technology keeps evolving, it should not be difficult for the company to retain these contracts. Many public companies have survived with non-diversified revenue streams, including Google! However, it is important for investors to watch the market for competitors and keep an eye on the revenue numbers in the future.

Overall, DivX appears to be a relatively stable company now with its main risk being in non-diversified revenue streams. The shares are trading at a premium now after the IPO, but the company could make a great buy in the near future after the shares settle down. It is a great stock to keep an eye on!
9/22/2006 4:19:13 PM UTC  #    Comments [0]  |  Trackback
 Thursday, September 21, 2006
Tribune Company (NYSE:TRB) shares are up over 5% today talk of a possible LBO as the Board contemplates the company's future direction. The company has drawn a lot of criticism by shareholders close to the company after slowly trending from $50 in 2004 to just $30 per share now. Specifically, Tribune has been taking a lot of heat from its second largest shareholder - Chandler Family Trusts - especially after the company failed in its bid to buyback of 25% of its outstanding shares a couple months ago. After this, Chandler Family Trusts suggested that the company spin-off its TV division or putting the entire company up for sale.

It appears that the Board is now acting on this advice... The WSJ is reporting that the company is considering either a leveraged buyout (LBO) in an effort to take the company private or spinning off its TV group. Either situation would generate value for shareholders, as LBOs come at a premium to the market price while spinoffs generally outperform the market. While nothing is certain now, this is an interesting situation that is definitely worth watching.

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CBS Corporation (CBS)
9/21/2006 6:10:25 PM UTC  #    Comments [0]  |  Trackback
Pier 1 Imports, Inc. (NYSE:PIR) revealed today in a 13D filing with the SEC that Jakup a Dul Jacobsen and Lagerinn ehf now hold 9.82% of the company. The filing also revealed an even more interesting fact - these two parties entered a confidentiality agreement with the company, during which they will obtain "evaluation material":
"On September 19, 2006, Lagerinn ehf ("Lagerinn") and the Issuer entered into a Confidentiality Agreement (the "Confidentiality Agreement"), a copy of which is attached hereto as Exhibit G. Pursuant to the terms of the Confidentiality Agreement and in connection with Lagerinn's consideration of a possible negotiated transaction with the Issuer, the Issuer agreed to make available to Lagerinn certain Evaluation Material (as defined in the Confidentiality Agreement)."
It is worth noting that this group of investors is the same one that bought Pier 1's England subsidiary back in March of this year for $15 million. The fund also has close ties with related companies, including Linen N' Things, Cost Plus, and others. These two facts have led to investor speculation that Pier 1 may be a potential buyout or merger target, either by the fund itself or one of these related companies.

The company has been hurting ever since late 2003 when it began its decline from $25 down to its current levels around $7-8 per share. With a market cap hovering right around the company's enterprise value - the stock is decently valued, with around $1.72 per share in cash. Although the company has poor operating margins and six straight quarters of losses, it's brand and scale might make it a potentially valuable aquisition for a related retailer. This is all speculation at this point; however, the stock is definitely worth watching as the story unfolds. Pier 1 is up over 8% on the news.

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Kirklands, Inc. (KIRK)
9/21/2006 4:32:27 PM UTC  #    Comments [0]  |  Trackback
Riverbed Technologies, Inc. (NDAQ:RVBD) are up over 50% today in the company's debut on the NASDAQ. This move comes after the stock had already priced above its expected range of $7.00 to $8.50, by IPO'ing at $9.75. Why all the excitement? Well, Riverbed has developed unique technology that may disrupt an established market - something investors love to hear. According to their S-1 filing with the SEC:
"RiverbedĀ® has developed an innovative and comprehensive solution to the fundamental problems of wide-area distributed computing. Historically, computing within an organization across wide area networks (WANs) has been plagued by poor performance, IT complexity and high cost. Our SteelheadĀ® appliances enable our customers to improve the performance of their applications and access to their data across WANs, typically increasing transmission speeds by 5 to 50 times and in some cases up to 100 times. Our products also offer the ability to simplify IT infrastructure and realize significant capital and operational cost savings."
They also noted several specific benefits that their company's products and services offer consumers:
  • accelerate performance of applications and access to data over the WAN;
  • consolidate geographically distributed IT resources;
  • reduce the need for WAN bandwidth;
  • shorten storage back-up and replication time over the WAN;
  • provide local storage for continued access to remote files during WAN failures; and
  • improve productivity and reduce frustration for IT managers and end-users.
However, there is one problem with the company - they are not yet profitable:
"We have not yet achieved profitability. We experienced a net loss of $17.4 million for the year ended December 31, 2005. As of December 31, 2005, our accumulated deficit was $31.5 million. We expect to continue to incur losses, and we may not become profitable for the foreseeable future, if ever. We expect to make significant expenditures related to the development of our business, including expenditures to hire additional personnel relating to sales and marketing and technology development. In addition, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We would have to generate and sustain significantly increased revenue to achieve profitability. Our revenue growth trends in prior periods are not likely to be sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including those discussed in other risk factors and factors that we cannot foresee."
While the company's revenue growth numbers are impressive (nearly tripling year over year), the fact is that their expenses have increased at a greater rate than their revenues between 2004 and 2005 (the only measurable period in their pro-forma). So, while the company may have an innovative product that is capable of disrupting an established market, they have yet to prove that their company is capable of executing their strategy to become profitable. Although this is the case for most public companies when they first IPO (after all, they are raising money), it does make the investment significantly more risky, especially when the stock rises over 50% on its first day of trading.
9/21/2006 3:05:14 PM UTC  #    Comments [0]  |  Trackback