prev

EAT – Some changes in the Proxy

Brinker International is a very conservative company and is managed that way. This point is driven home by reading the company’s proxy. That being said, there are a couple of small changes to this year’s proxy.

(1) Relative to change in control provisions, the company will only accelerate ‘in the money’ stock options.
(2) In the Perquisites sections, the company added an airline club membership to the list.
(3) Management made a point to highlight that they do not own or lease an aircraft.

I don’t know what to make of the latter two changes, but found them interesting regardless. A company’s proxy is like a living organism, it’s a reflection of management and how they are thinking about the business. So why is senior management thinking about a change in control in fiscal 2009?

I have taken the following statement from the proxy filed yesterday. “We do not have any change in control agreements in place with any of our officers. However, our stock programs and Profit Sharing Plan do contain change in control provisions. Under our stock option program, in the event of a change in control, the unvested options are accelerated and the optionee has the full remaining term to exercise.”

This is the good part:
“We have made a change to this provision which will take effect in fiscal 2009. We will only accelerate ‘in the money’ stock options.”

It goes on to say; “Vesting on all unvested restricted shares is also accelerated as of the date of change in control. Under our Performance Share Plan, the participant becomes 100% vested and the relative ranking is established as of the date of the change control thus ending the measurement period. In no event will less than 100% of the target award be distributed to the participant. As for our Profit Sharing Plan, if a change in control should occur prior to the end of the fiscal year, the participant will be eligible to receive a payment equal to the greater of the payout as calculated under the Plan provisions or his/her annual target award.”

The company’s amendments to its change in control provisions most likely don’t foreshadow anything significant in fiscal 2009, but I found them to be worth noting nonetheless.

Euro Junk

European junk bonds are now trading at higher yield levels than equivalent US credits and, according to Bloomberg, more than 30% of European high-yields are trading at distressed levels – that's the most since 2003.

The easy money story of 2005-2007 was global indeed – and so is the aftermath. As European economies cool down and interest rates climb, bond buyers will continue to demand higher risk premiums.

Andrew Barber
Director

PENN: THANKS BUT WE’LL TAKE THE $25M

Thank goodness for refundable deposits. Rather than invest in a low return project in Kansas near the Oklahoma border, PENN walked away and got its deposit back. It’s not a question of funding. PENN could have easily developed and paid for the $265 million project. However, the demographics, local economy, and competition from Oklahoma justified an investment of roughly half that amount. The project works at $125 million. Kansas required more. Stay tuned, I’m not entirely sure this is over.

It’s good to see that the $1.5bn in excess liquidity is not burning a hole in their pocket. This is yet another example of PENN management being good stewards of shareholder capital.
Cherokee county borders Oklahoma

real-time alerts

real edge in real-time

This indispensable trading tool is based on a risk management signaling process Hedgeye CEO Keith McCullough developed during his years as a hedge fund manager and continues to refine. Nearly every trading day, you’ll receive Keith’s latest signals - buy, sell, short or cover.

Chinese Retail Sales Topping?

Tops are processes, not points. Below we have attached a 10 year chart of Chinese Retail Sales. Since this morning's report incorporated the Olympic lift, it behooves us not to ask 'The Question' - is +23% annualized growth as good as it gets? We think it is.

On an absolute dollar basis, food inputs are a huge component of these figures. Keep in mind that this data is drawn from the immediate build up to the Olympic Games and, according to Bloomberg, NBC retail data includes “commodities sold to government agencies, institutions, social organizations, and military and armed police units”. With an army of police and military security on hand for the games in Beijing as well as 1.7 million “Citizen Volunteers” that all needed to be fed , that number may have seen a significant uptick in July due to bulk purchasing.

Keith McCullough & Andrew Barber
Research Edge LLC

Plastic Banners

“One of life’s most painful moments comes when we must admit that we didn’t do our homework, that we are not prepared.”
-Merlin Olson

For you Los Angeles Rams fans, Olson remains, The Man. During his 15 year NFL career, Olson proactively prepared himself physically for the ultimate test of mind over matter, and never missed a single game in 15 years. As global market participants are forced to deal with Dick Fuld’s self assessed “whac-a-mole” reactive management style, I can only hope that the next “leaders” of our financial system consider being proactive risk managers in their pre-game preparation. They are playing with your money. That’s a game with the highest of stakes.

‘The Question’ as we like to call it, as to how this game ends, is no longer about Lehman, or how a “consortium” of financial firms dealing with their own internal angst can put humpty dumpty back together again. ‘The Question’ is what will emerge from all of this? After Lehman, will it be Merrill Lynch or Goldman Sachs? After them, what’s left? What is the structure of this industry going to look like 3, 6, and 9 months from now? If that’s too “short term” for you, that’s really too bad – there is a duration mismatch between your investment time horizon and the game clock. Capital markets wait for no one.

As I walked out of Grand Central Station’s north exit yesterday, and emerged onto the sidewalk outside of what had always been Bear Stearns, I couldn’t help but realize that the only thing that had changed about that building was the blue wallboard, scaffolding, and a few makeshift “JP Morgan” plastic banners. What’s really changed within that building? The business model of its prior tenant has been compromised, but what happens there now is just as conflicted and constrained. The “Trend” here will be to rebuild Wall Street’s operating structure. Changing the names will only protract this inevitable feeling we all wakeup to every morning. As John Wooden would have said, “if you didn’t have time to do it right, when will you have time to do this over”.

This morning is not unlike any other. Game time is 9:30AM, and stocks, bonds, and commodities will be marked to market once again. As Tom Hanks famously said in ‘A League of Their Own’, “there’s no crying in baseball!”, and there’s certainly no crying on a trading desk. Remember that fancy investment banking idea of “marking to model” – there’s no more of that either. This trading game is called free market capitalism, and you better be proactively prepared to dance with the daily facts.

This morning’s facts are more of the same. There is a massive elephant on the field called the global economy, and he’s slowing, big time. If you didn’t see that picture I posted on the portal yesterday, you should check it out. That elephant is still playing “whac-a-mole” alongside Fuld, and the gophers of this globally interconnected market place are popping up are all over the map. Europe reported a horrendous industrial production growth number for July of -1.7% year over year, and Japan reported a Q2 year over year GDP growth rate of down -3%. In China, industrial production growth for the month of august came in at a 6 year low, so now the revisionist historians can tell you why the Chinese stock market has lost 2/3 of its value in 9 months. Stock markets are leading indicators. Economic reports are trailing facts that remind you what you proactively prepared for or flat out missed.

Asian traders covered their shorts in Japan on the foreseeable GDP news, and the Nikkei finally had an up day, closing +0.93%. However China didn’t budge from its year to date lows, and we continue to see the contagion associated with slowing economic growth spread to other Asian indices. Indonesia was down another -3.5%; India was down -2.7%; and Vietnam lost another -4.2%.

I don’t think Merlin Olson’s “most painful moments” have been felt here in US trading, yet. Once the Lehman soap opera is drained from the CNBC pail, we’re going to be stuck mopping up the floors of the same old buildings, muddying the water again. Structural industry change will take time. Plastic banners blow away in the wind.

Have a great weekend,
KM



TWO COMPANIES, DIFFERENT INDUSTRIES – SIMILAR CONCERNS

At DIN we have a company operating in an industry in turmoil, with a balance sheet that is leveraged at over 7x. In addition, we have part of the senior management team being fired. Plus, it is pursuing a strategy to create value for shareholders that has little chance of succeeding.

Last but not least, lenders want to make sure they get paid.

Or did I just describe the situation at LEH? Too bad DIN can’t go to the Federal Reserve for help!

One difference: DIN is not getting the same media attention for its significant stock price decline.

Early Look

daily macro intelligence

Relied upon by big institutional and individual investors across the world, this granular morning newsletter distills the latest and most vital market developments and insures that you are always in the know.

next