Friday, February 02, 2007
Diana Shipping Inc. (NYSE:DSX) is a relatively boring business - they operate a fleet bulk carrier vessels that transport iron ore, coal, grain and other dry cargoes along worldwide shipping routes. However, their stock is a completely different story having risen sharply off of its 2006 lows to its current levels! The company interests many investors because it offers what they call a "chindia" play - that is, an investment that takes advantage of both the Chinese and Indian emerging markets.

Is Diana Shipping an attractive investment? Well, two thirds of the world's goods travel by sea with 40% of that being dry bulk goods, and growth in Chinese and Indian import demand for cement, coal, iron ore, grain and other commodities have helped increase the number of shipments significantly. There are also reports that the company recently added a new ship to its fleet, which is due for delivery in May at a cost of $99 million. The vessel is reportedly going to be chartered out on a five year schedule at $41,000 per day. While the impact on EPS and dividends largely depends on the type of financing used to acquire the ship, many expect that debt financing will enable the company to realize the gains on future earnings. From a valuation standpoint, the company trades with a forward P/E of just 10.61x and margins beating most of its industry competitors. Combined, these factors make DSX a stock that is definitely worth putting on the watchlist!

Related Companies

DryShips Inc. (DRYS)
Quintana Maritime Limited (QMAR)
FreeSeas Inc. (FREE)
2/2/2007 9:04:17 PM UTC  #    Comments [0]  |  Trackback
The New York Times Company (NYSE:NYT) shares rose $0.51, or 2.17%, to $24.02 today after it's controlling Sulzberger and Ochs families withdrew most of their investments with Morgan Stanley after a fund manager criticized their control over the publisher. Fortune Magazine reported earlier today that these assets included the families $640 million stake in the NY Times. Morgan Stanley's main concern was with the company's dual class voting structure, which was first brought to the publics attention in April. Since then, they've been successful in garnering additional support which led to 28% of NYT shares being withheld during the company's last annual meeting. This latest move by the two families underscores their reluctance to change, which Morgan Stanley said has already led to the company's shares being undervalued by 50%. Meanwhile, other investors are concerned about the larger issue of conflicts of interest; many investors did not know that Morgan Stanley had such a significant contact with the two families owning the NY Times. Regardless, this is definitely a story to follow as shareholders continue their battle to unlock value.

Related Companies
The Washington Post Co. (WPO)
Gannett Co., Inc. (GCI)
Dow Jones & Company, Inc. (DJ)

2/2/2007 6:42:26 PM UTC  #    Comments [0]  |  Trackback
Columbia Equity Trust Inc. (NYSE:COE) entered into a definitive merger agreement with JPMorgan Asset Management's Special Situation Property Fund whereby they would be acquired for $502 million (or $19 per share). The agreement was announced back in December while the date for the vote is set for Tuesday, February 27, 2007. The story gets interesting because two large shareholders have recently voiced concerns that management intentionally failed to consider four competing unsolicited bids in order to secure lucrative compensation agreements and to ensure their own job safety. The company fired back in their proxy arguing that JPMorgan understood their "complex" business and offered a low enough termiantion fee to enable any other bidders to participate. In reality, there are far more complex REIT transactions than this one (including the current Equity Office buyout) and the risks associated with efforts to interfere in a definitive merger situation may be too great for other bidders.

The first large shareholder to voice concern was 9.4% holder Arnhold and S. Bleichroeder Advisers, LLC. On January 8, 2007, the hedge fund filed a Schedule 13D with the SEC containing a letter outlining its concerns. According to the letter: "Given the combination we have here of lucrative management compensation agreements, an acquirer that was already affiliated with the company, and the complete absence of a competitive bidding process, we are hopeful that the parties to the transaction will agree that implementing a 'go-shop' period is the appropriate course of action from a fiduciary point of view. As holders of approximately 9.4% of the outstanding shares of Columbia, we currently intend to withhold our support for the proposed merger until we are satisfied that company is being sold for the highest possible price that any market participant is willing to pay for our shares."

The second shareholder to voice concern was 9.1% holder Ramius Capital Group L.L.C. On January 9, 2007, the hedge fund filed their own Schedule 13D echoing the complaints issued a day earlier by Bleichroeder. The fund elaborated on the four ways in which the board had failed to protect shareholder interests:
  1. The Board made an error by not shopping Columbia to more than one buyer. It is inexplicable that the Board did not instruct Columbia's investment banker, Wachovia Securities ("Wachovia"), to encourage "Company A", "Company B", "Company C" or "Company D" (as those entities are indentified in the Proxy Statement) to make a bid for Columbia while Columbia was negotiating with SSPF/CET. Columbia was not subject to any exclusivity arrangement with SSPF/CET at the time and these entities had previously expressed enough interest in Columbia to warrant a belief that one or more may have competed with SSPF/CET. Moreover, we believe that Columbia's management and Wachovia, at a minimum, could easily have approached a small set of additional likely bidders for Columbia that would have created a competitive bidding environment resulting in maximum current value for Columbia stockholders. Frankly, the disclosures in the Proxy Statement lead us to believe that the Board favored the SSPF/CET transaction and did not explore other bidders because of the value that Columbia's management will receive from an ongoing association with SSPF/CET after the Acquisition.
  2. The five non-management Board members (the "Independent Committee") on September 8, 2006 instructed Columbia's "Senior Executive Officers" to help negotiate the merger agreement with SSPF/CET. We believe this was inappropriate given that Columbia's management was separately negotiating lucrative new economic arrangements with SSPF/CET concerning the terms of management's continued association with SSPF/CET after the Acquisition closes. Under these circumstances, it would have been customary and far more preferable for the Independent Committee to conduct sale negotiations without any influence from Columbia senior executives who are essentially part of the buyout group. At best, Columbia management's incentive to negotiate the highest possible price out of SSPF/CET was diluted by its future economic interests in SSPC/CET and "New Deal LLC" (an entity that gives Columbia management attractive upside to successful new investments made by SSPF/CET or Columbia after the closing of the Acquisition). At worst, Columbia management appears to have facilitated Columbia signing a merger agreement that undervalues Columbia to the benefit of SSPF/CET and management, itself.
  3. The Independent Committee should have realized that management was not acting in a manner designed to maximize the value of Columbia for all stockholders. The best evidence of this is the fact that management waited until October 18, 2006 to inform the full Board that there were "recent unsolicited inquiries from Company B, Company C and Company D". As of October 18, 2006, the inquiry from Company B was not "recent" - it was seventy-seven days old! A serious inquiry from Company D, a company interested in buying all of Columbia, appears to have been kept from the full Board for six days despite the fact that negotiations with SSPF/CET by mid-October 2006 were at an advanced stage. It should have been obvious to the Independent Committee from such inquiries that these contacts were a sign that there was more upside than downside in pursuing an auction of the Company and that there were likely many potential serious
    bidders for Columbia.
  4. The Board made a mistake in accepting at face value that $19.00 was SSPF/CET's highest bid price. This price was first offered by SSPF/CET on June 26, 2006. From June 26, 2006 until November 3, 2006 (the last trading day prior to the signing of the merger agreement), the Bloomberg REIT index increased by 14.1% and the U.S. Government ten year bond yield fell by 52 basis points. These important fundamental data points suggest to us that SSPF/CET's valuation of Columbia should have increased over this time period and that the Board should have demanded a higher price. The Proxy Statement indicates that the Board was concerned that SSPF/CET's advisor, JPMorgan Asset Management ("JPMAM"), would react negatively to a demand for a higher price and perhaps would have terminated discussions. We find this to be implausible. It appears to us that the Independent Committee was blind to or ignored the increasing strength of Columbia's bargaining position.
Clearly, there are some major conflicts of interests in this transaction that should catch the attention of shareholders. But is this too little too late? Well, it is difficult to tell if 20% withholding is enough to stray a merger vote; however, this stock is definitely one worth watching closely in case other bids arise (despite the termination fee) or in the event that the two concerned shareholders take further action to protect shareholder interests.
2/2/2007 5:22:12 PM UTC  #    Comments [0]  |  Trackback
Shares of Herbalife (NYSE:HLF) jumped 18% to $39.16. The company said it has received an acquisition offer of $38 a share from Whitney V L.P. and its affiliates. The offer represents a 14.8% premium to the Herbalife's regular-session closing price of $33.10.

Rackable Systems Inc. (NDAQ:RACK) lost $0.03 to end at $16.66, after sliding 18% during the day session. The company's Q4 net earnings of $563,000, or $0.02 a share, were down 92% from $7.31 million or $0.32 a share during the year-ago period.

Atheros Communications
(NDAQ:ATHR) gained $0.07 to $24.03.  The wireless company said that it swung to a Q4 loss, but revenue of $87.8 million was above the estimated $86 million.

RedEnvelope (NDAQ:REDE) shares are up 7.5% at $80 after the branded online retailer released that the Q3 net income rose to $5.31 million, or$0.56 a share, from $4.1 million, or $0.43 a share, a year ago. Revenue rose to $57 million from $53 million. RedEnvelope backed its view for 2007 revenue growth of 7% to 10%, with a net loss of $2 million to $2.5 million.

Allstate Corporation's (NYSE:ALL) net income came in at $1.21 billion, or $1.93 a share, up 17% from a year earlier when the property and casualty insurer made $1.04 billion, or $1.59 a share.

Sirf Technology (NDAQ:SIRF) shares rose almost 3% after the company reported a Q4 net earning of $9.1 million, down from $10.23 million a year ago. Sirf's sales rose 36.6% to $74.2 million from $54.3 million.

Crude oil for March delivery settled up $1.31 at $59.02 a barrel in New York. For the week, oil rose 6.5%, the largest gain since the week of December 1st and the third weekly gain in a row. In electronic trading, oil rallied further, setting a fresh four-week high of $59.25.

AstraZeneca (NYSE:AZN) has announced two drug development deals potentially worth up to $800 million. The company said it paid $150 million to buy a privately held British biotech called Arrow Therapeutics. AstraZeneca also said it would cut 3,000 jobs, about 4.6% of its workforce. Most of the reductions will come from manufacturing personnel as AstraZeneca prepares for generic competition. AstraZeneca traded $1.45 higher to $57.40.

British Airways (NYSE:BAB), Europe's third best airline and the UK's largest, announced their Q4 2006 earnings of 8.9 pence/share (£103m), down 12% from 10.3 pence/share (£117m) in Q4 2005. Revenues were £2.1 billion. Analysts had forecasted income of £109m. The airline averted a flight-attendants strike this week, but lost £80m in the scuffle, causing CEO Willie Walsh to cut its full-year growth guidance to 3.25-3.75% from 4.5-5%. Margins were down to 6.2% from 8.6% over increased fuel and pension costs. Passengers flown and load factor (proportion of seats sold) were flat at 8.53m and 73.7%. The company cut its net debt in 2006 by £775 million to £866 million; cash rose £203 million to £2.64 billion. British Airways' shares are trading up 2.3% in London.

Nissan (NYSE:NSANY) reported a 23% drop in Q3 net income to $862 million. This is Nissan's first drop in profit in six quarters. Its worldwide autos sales fell 3% in the quarter, led by a 16% decline in Europe. Nissan cut its full fiscal year (ending in March) net profit forecast by 12%. Nissan's ordinary shares lost 1.8%.  

U.S. Steel (NYSE:X) reported a year-over-year surge in Q4 profits which easily beat street estimates ($2.50 versus $2.19-$2.21/share), but the company expects a decline in Q1. Q4 net income totaled $297 million, versus the $109 million estimate, and $0.85 a share for last year, on sales growth of 8.8% to $3.77 billion. 

2/2/2007 5:02:41 AM UTC  #    Comments [0]  |  Trackback
 Thursday, February 01, 2007
Equity Office Properties (NYSE:EOP) shares moved down $0.54, or $0.97%, to $55.01 today after the company revealed another rival bid from Vornado Realty Trust (NYSE:VNO). The new bid comes in at $56 per share (55% cash and 45% stock), which is higher than Blackstone's standing $54 bid for the company. However given Blackstone's $500 million termination fee and all-cash offer, many investors are skeptical as to whether Vornado's bid is large enough to put Blackstone's in jeopardy. Rather, many believe that Vornado is simply trying to delay Monday's vote on the deal in order to buy more time for negotiations.

What does Vornado's bid look like? Well, according to the company's 8-K filing with the SEC, Vornado proposed to acquire Equity Office for $56 per common share, payable (i) $31 in cash and (ii) in Vornado common shares having a value (based on an average price during a period prior to the closing specified in the transaction documents) equal to $25, except that the fraction of a Vornado common share that would be issued per Equity Office common share would not be less than .1852 nor more than .2174. The proposal also states that this collar assures that the overall value of the Vornado proposal would remain $56 per Equity Office common share so long as the Vornado common share price remains between $115 per share and $135 per share, as compared to Vornado’s closing price of $122.35 on January 31, 2007.

After the offer was made public, Blackstone called the true value of Vornado's bid into question and stated that they had no intention of increasing their all-cash bid. "The true value of Vornado's offer should reflect a discount for stock, the 3-4 month time delay before receiving it and the risk of Vornado's share price declining below $115 per share," Blackstone said. "When combined with the risk to Equity Office shareholders that Vornado shareholders could vote the deal down for any reason in 3-4 months, we strongly believe that our binding agreement with Equity Office is clearly superior and we are proceeding with a Feb. 8 closing, following the Feb. 5 Equity Office shareholders meeting."

Overall, this is certainly an unprecedented bidding war between private equity that is definitely worth following. It is likely that EOP will continue to hold their vote on Monday and approve Blackstone's offer; however, nothing can be certain as this deal for America's hottest commercial real estate properties draws closer to a conclusion.

Related Companies
Reckson Associates Realty (RA)
Highwoods Properties, Inc. (HIW)
American Financial Realty Trust (AFR)
2/1/2007 7:55:12 PM UTC  #    Comments [0]  |  Trackback
PYR Energy Corporation (AMEX:PYR) announced that it has adopted a "shareholder rights plan" (aka. poison pill) today that would make a hostile takeover of the company much more difficult. The move comes just two days after Samson Investments disclosed a 9.7% stake in the company and made a $1.23 per share acquisition offer in a Schedule 13D filing with the SEC. The new provision would grant a special dividend distribution of one preferred share purchase right on each outstanding share of common stock ten days after someone acquires a 15% or greater interest in the company or ten days after someone makes a tender offer for 15% of the company's common stock. Moreover, each of these preferred shares would allow the shareholder to purchase $10 worth of common stock in the event of a hostile takeover attempt. This means that if Samson Investments were to try and take over the company, this new provision would drastically dilute the company's shares making the hostile takeover attempt prohibitively expensive.

What does this mean in the end? Well, it is now very clear that management is not interested in pursuing any agreement with Samson Investments - there would have been no need for a poison pill if they were planning on accepting the offer. Option grants given to executives shortly after Samson Investments' initial Schedule 13D filing with the SEC were also indication that management was not planning on entertaining any offers. The only interesting part to this story left is the fact that Samson Investments actually has another meaningful stake in the company through its shared subsidiary Samson Lone Star Limited Partnership, which means that Samson Investments and PYR Energy have shared ownership of several oil and gas minerals, leasehold and related properties. So while the next move by Samson Investments remains to be seen, it appears that a takeover for the company may be a lot more difficult than initially thought.

Related Companies
Dorchester Minerals L.P. (DMLP)
Delta Petroleum Corp. (DPTR)
Berry Petroleum Company (BRY)

2/1/2007 4:00:41 PM UTC  #    Comments [0]  |  Trackback
Exxon Mobil Corporation (NYSE:XOM) rose 1.3% after the company posted a drop in earnings but still managed to beat expectations. Fellow energy company Royal Dutch Shell rose 1.2% after posting a 21% rise in Q4 profit.

General Motors Corporation (NYSE:GM) rose 0.6% after reporting a 16% drop in January sales. Earlier, Ford Motor Company posted a near 19% dip in sales.  

Electronic Arts (NDAQ:ERTS) shares climbed 4.2% to $52.68 after the video game publisher reported Q3 earnings of $160 million, or $0.50 a share, compared with earnings of $259 million, or $0.83 a share.

Shares of Amazon.com (NDAQ:AMZN) were up 2.1% to $39.50. The company posted Q4 net earnings of $98 million, or $0.23 a share, compared with $199 million, or $0.47 a share, last year.

Google Inc.
(NDAQ:GOOG) shares pared steeper losses to finish down 1.5% to $494.18. Q4 net income at Google was $1.03 billion, or $3.29 a share, compared with $733 million, or $2.36 a share, a year ago. Google's net earnings came in ahead of the estimate of $2.92 a share.

Sierra Wireless (NDAQ:SWIR) climbed nearly 9% to $15.72. The Canadian mobile-computing devices maker's Q1 forecast, as well as its Q4 sales, surpassed expectations on Wall Street.

Genesis Microchip
(NDAQ:GNSS) shares fell 13% to $8.59 after the company swung to a Q3 loss of $130.4 million, or $3.57 a share. Revenue fell to $51.1 million, under the estimate of $54.6 million.

Spansion Inc. (NDAQ:SPSN) shares rose 4.2% to $13.75. The company, a top provider of flash-memory chips used in consumer electronics, said that it lost $25 million, or $0.19 a share, compared with a net loss of $48 million or $0.63 a share in the year-earlier period.
Sales rose 16% to $687 million.

CNet Networks, Inc. (NDAQ:CNET) shares rose 4.5% to close at $8.78 after the interactive media company forecast 2007 revenue of $425 million to $445 million. Analysts currently expect sales of $426 million. It also sees yearly net earnings of $0.12 to $0.22, and pro forma earnings of $0.27 to $0.37. Analysts' targets are for earnings of $0.29 a share.

Microsoft Corporation (NDAQ:MSFT) shares ended at $31.04, a gain of 1.9%. The company's Q2 profit fell 28% to $2.63 billion, or $0.26 a share. Revenue rose to $12.54 billion from $11.84 billion. Expected earnings are $0.23 a share on revenue of $12.01 billion.

EBay Inc. (NDAQ:EBAY) surged 12% to $33.70 and was the busiest stock in terms of volume, according to Nasdaq. The company said sales rose 29% to $1.72 billion, above its own forecast of expected sales of $1.67 billion.

Netflix, Inc. (NDAQ:NFLX) shares jumped 10% to $25.11. The DVD rental company's Q4 earnings were $0.24 a share, well above Wall Street's estimate of $0.15 a share. Revenue was $277.2 million, in line with estimates. Netflix also added more subscribers than it had previously forecast.

Shares of JDS Uniphase (NDAQ:JDSU) jumped 12% to $17.70 after the maker of fiber-optic components and test and measure equipment raised its Q2 forecast.

Coldwater Creek
(NDAQ:CWTR) shares tumbled 22% to $18.51 after the women's clothing company slashed its outlook for fiscal Q4 per-share earnings to a range of $0.16 to $0.17. It had been looking for a per-share profit of $0.26 to $0.27.

2/1/2007 1:11:46 AM UTC  #    Comments [0]  |  Trackback
 Wednesday, January 31, 2007
ADESA, Inc. (NYSE:KAR) shares moved up $0.76, or 2.69%, to $29.00 today after Royce Associates LLC voiced their concerns about the company's current merger plans in a Schedule 13D filing with the SEC. The company recently agreed to be acquired for $27.85 per share in a multi-sided deal worth approximately $3 billion. Royce Associates, however, believes that the company's shares are worth more than the buyout price and questioned the company's accountability to shareholders. This notion was then supported today by Gabelli & Company, Inc., who said in a press release that they agreed with Royce Associates' analysis of the company. With shares currently trading around $29.00, investors are betting that this opposition will be enough for the company to reconsider its plans.

Just how much are KAR shares worth? Well, Royce Associates provided us with an excellent analysis in their Schedule 13D filing with the SEC:
On a valuation basis (Enterprise Value/TTM EBIT), the company is being acquired at a 24% discount to a "peer group" of publicly-traded comparables (including Copart [CPRT] and Ritchie Brothers [RBA]), and a 37.5% discount to the private equity purchase multiple of Insurance Auto Auction, Inc (IAAI) which was announced in February 2005. Using another valuation methodology (EV/TTM EBITDA), a similar disparity results, with the company being acquired at a 26% discount to the same group of comparables, and a 13.7% discount to the IAAI deal. More distressing is the fact that IAAI's EBIT margins and returns were well below KAR's, yet IAAI still commanded a higher take-out valuation from private equity investors.

On a Sum-of-the-Parts basis, if you apply the public company comparable multiple average (15.8x TTM EBIT) to KAR's Auction Services TTM EBIT (of $164.7m = $2,602m) and 8x TTM EBIT to the Dealer Services segment EBIT (of $86.1m = $689m), subtract SG&A ($23.4m), add back Cash ($211m) and subtract Long Term Debt ($330m), divided by shares outstanding (90.2m), we arrive at a target price of $35.00.
Royce Associates also brought up some other major problems with the transaction. Why, for example, didn't an auction process begin with strategic buyers, as opposed to financial buyers? Furthermore, why was the one strategic buyer, which had expressed an interest earlier, not included in the bidding process? These concerns are supplemented by a host of other issues brought up by the hedge fund, including:
  1. Adesa, Inc has agreed to indemnify officers and directors against "any personal liability that may result from this transaction "
  2. Adesa, Inc entered into Change of Control agreements with members of senior management as recently as 12/21/06, to pay lump sums in cash of up to 3x the base pay and annual bonus, if these employees are terminated after this deal. We already know (press release dated 1/16/07) that several members of existing management are likely to be terminated. Are these recent Change of Control agreements a meaningful incentive to enter into this sub-par transaction?
  3. One of the acquiring private equity investors also happens to be one of the largest public shareholders at 9/06. Common sense suggests that one would only go to the trouble of "taking private" an existing holding, if he believed it was meaningfully undervalued.
Adesa shares have significantly underperformed its peers since going public, rising only 7.1% annualized. Now, management wants to hand over the business to financial buyers at a mere 16% premium to its IPO price, instead of extracting maximum value by either breaking up the company into its three components or making the investment decisions that should have been made years ago to help the stock's price reach that of its peers. Royce Associates' said it best: "We urge the board, as part of its fiduciary duty, to revisit the price as well as the process by which Adesa will be acquired, in order to obtain a more equitable price for all current shareholders. Based on our calculations outlined above, using a sum-of-the-parts methodology, a price of $35.00 per share would be more in line with industry comparables, excluding any strategic acquisition premium." If the company decides to listen to this advice, it could mean significant share appreciation for savvy investors - this is definitely a stock worth watching!

Related Companies
Copart, Inc. (CPRT)
LKQ Corporation (LKQX)
Genuine Parts Company (GPC)
1/31/2007 8:04:13 PM UTC  #    Comments [1]  |  Trackback
Cost-U-Less, Inc. (NDAQ:CULS) responded to requests made by two activist hedge funds yesterday in an 8-K filing with the SEC. The two hedge funds had pointed out the many problems with Cost-U-Less operations and suggested that the company consider putting itself up for sale in order to unlock shareholder value. They suggested that shares of CULS could be worth in excess of $12 per share in the event of a buyout. After not receiving any communication from the company, they threatened a proxy contest in order to more actively generate a response or action.

This worked today as the company finally issued a press release explaining its position. The company explained that its board of directors had contacted investment banks and other advisers in several instances in order to help them evaluate strategic alternatives and increase shareholder value/liquidity. Clearly, most of these evaluations did not result in anything material; however, their most recent financial adviser proves to be quite interesting. The company revealed that in November 2006, it engaged its current financial adviser, Cascadia Capital, LLC, to assist the board in exploring a range of strategic alternatives.

This could prove to be interesting because Cascadia Capital is a Seattle-based investment bank is a nationally recognized M&A advisory practice, which suggests that they may be exploring an M&A transaction. This could include a possible sale of the company or perhaps an acquisition or merger of their own. Unfortunately, the company has a policy in place that prevents it from commenting publicly on the nature or content of their ongoing deliberations, so it's impossible to tell which options they are exploring. However, given Delafield's offer to purchase the company and other interest, we can hope that a sale of the company is at least being considered. This makes CULS a stock that is worth following over the next few months!

Related Companies
Costco Wholesale Corporation (COST)
PriceSmart, Inc. (PSMT)
Wal-Mart Stores, Inc. (WMT)

1/31/2007 5:39:32 PM UTC  #    Comments [0]  |  Trackback
Feldman Mall Properties, Inc. (NYSE:FMP) shares moved down $0.14, or 1.18%, to $11.69 in today's trading after Mercury Real Estate Advisors LLC again demanded that the company immediately hire an investment banker and put itself up for sale in a Schedule 13D/A filing with the SEC. In December, the hedge fund filed their initial Schedule 13D with the SEC requesting inclusion in the company's next proxy statement and recommending that the company's consider putting itself up for sale. They supported this request with the following:
  1. The corporation has failed to match returns reflected by certain industry benchmarks. Since going public on December 15, 2004, the corporation has posted a total return of negative 4.79%. The MSCI US REIT Index has achieved a total return of positive 55.77% over this same period. This reflects substantial underperformance of 60.53%.
  2. The corporation lacks the sufficient size required to operate as a public company. In our view, shareholders’ equity is being wasted on general and administrative expenses that are not commensurate with the size of the company. General and administrative expenses at the corporation totaled 13.6% of revenues during fiscal 2005 while the ratio of G&A to revenues in the Corporation’s Peer Group average 4.3%.
  3. The corporation has suffered a series of earnings misses and downward revisions to guidance. The first downward revision of guidance came in November 2005 with regards to third quarter 2005 results. The corporation lowered FFO/share guidance 17% from a range of $0.28-$0.30 to $0.23-$0.25. Fourth quarter 2005 FFO/share guidance was also lowered from a range of $0.25-$0.27 to $0.17-$0.18. This is a 32% decrease from the guidance that was offered just a few months prior. In our view, management has lost credibility with investors as a result of being overly optimistic and not realistic on a number of occasions.
  4. The corporation is an attractive acquisition candidate for a national or regional mall owner/operator. While we believe that the corporation is too small to generate economies of scale with its widely dispersed portfolio, several of the national or regional owner/operators could achieve operating synergies through an acquisition of the corporation. Further, we believe the corporation is trading at a significant discount to its intrinsic or liquidation value.
Since then, the hedge fund said that it had received numerous inquiries from well known and established, national and regional mall owners and operations interested in exploring a purchase of the company and its assets. Given that the company trades at a significant discount to its liquidation value, Mercury Real Estate Advisors continues to insist that a sale of company is the best course of action to maximize shareholder value. Moreover, Mercury Real Estate Advisors' willingness to put itself on the next proxy statement illustrates their motivation to make this happen. Combined, these factors make this a great stock to watch for opportunistic investors!

Related Companies
Glimcher Realty Trust (GRT)
Cedar Shopping Centers Inc. (CDR)
General Growth Properties (GGP)
1/31/2007 4:42:34 PM UTC  #    Comments [0]  |  Trackback