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Borders Q3 Results

Have not had a chance to go through the numbers yet and want to wait until the conference call tomorrow but here is the news and some initial thoughts…

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Borders Group, Inc. (NYSE: BGP) today reported results for the third quarter, ended Nov. 1, 2008. On an operating basis, the consolidated loss from continuing operations for the third quarter was essentially flat with the same period a year ago at $39.0 million or $0.64 per share, compared to $38.4 million or $0.65 per share in the third quarter of 2007. On a GAAP basis, the company reported a consolidated third quarter loss from continuing operations of $172.2 million or $2.85 per share compared to a year ago when it recorded a GAAP loss of $40.0 million or $0.68 per share from continuing operations. The GAAP basis loss includes non-cash, non-operating charges totaling $133.2 million in the third quarter, consisting primarily of deferred tax and fixed asset impairments. Comparable store sales for Borders superstores decreased by 12.8% in the third quarter, and with music excluded, declined by 10.6%. Same-store sales at Waldenbooks decreased by 7.7% for the period.

“Borders has successfully reduced debt, improved operating cash flow, lowered expenses, improved gross margin-excluding occupancy-and improved inventory productivity during a time of extreme economic challenge,” said Borders Group Chief Executive Officer George Jones. “We stated at the beginning of this year that strengthening our balance sheet is our top priority and we are delivering results. We’ll remain keenly focused on these critical initiatives, and in addition, will increase our efforts to drive further gross margin improvement. All of the changes we are making will position Borders Group to compete more effectively.”

Debt, including the prior-year debt of discontinued operations, was reduced from a year ago by 34.2% or $273.1 million at the end of the third quarter to $525.4 million. This compares to debt of $798.5 million at the end of the third quarter last year. The debt reduction year-over-year was driven primarily by improved management of inventory, lower capital expenditures and proceeds from the previously announced sale of the company’s Australia/New Zealand/Singapore businesses, which took place in the second quarter of this year.

Operating cash flow from continuing operations improved by $110.0 million, as the company recorded fiscal year-to-date cash flow of $9.4 million compared to cash use of $100.6 million for the same period in 2007. Borders Group reduced inventory by $304.2 million at cost-or 19.5%-at the end of the third quarter compared to the end of the third quarter a year ago.

Management is now on-track to reduce fiscal 2009 operating expenses by $140 million compared to its previous target of $120 million. As a result, the company expects to save $70 million this year versus its original $60 million target for 2008. Beyond these operating expense improvements, the company believes there is additional opportunity to improve its realized gross margin through a more effective use of promotions and discounts. Early initiatives enabled the company to generate gross margin rate improvement-excluding occupancy-of 30 basis points in the third quarter and the company believes there is substantial room for further improvement.

Strategic Alternatives Update

Management provided an update to its previously disclosed strategic alternatives process, which included the exploration of a wide range of options, among them the sale of the company and/or certain divisions, including Paperchase Products Ltd. With respect to the sale of the company, management is no longer contemplating a transaction. Regarding Paperchase, as previously disclosed, Borders Group retains its right to exercise its “put” option to sell its Paperchase business to Pershing Square Capital Management for $65 million and is also in discussions with Pershing Square regarding an alternative financing transaction. No assurance can be given as to whether an alternative financing transaction will be entered into or consummated.

Additional Consolidated Q3 Results

All earnings and loss figures presented throughout this news release are provided on a continuing operations basis, unless otherwise noted.

Borders Group achieved third quarter consolidated sales of $682.1 million, a decrease of 10.0% over 2007. Consolidated gross margin as a percent of sales on an operating basis decreased by 1.4% from 22.2% to 20.8% in the third quarter as the negative impact of de-leveraging occupancy costs more than offset the gross margin benefit of a favorable sales mix and lower shrink. Excluding occupancy, third-quarter consolidated gross margin increased by 30 basis points compared to the prior year. On a GAAP basis consolidated gross margin as a percent of sales decreased by 0.6% from 22.1% to 21.5% in the third quarter.

On an operating basis, SG&A as a percent of sales in the third quarter decreased 0.1% from 28.7% in the same period last year to 28.6% resulting from de-leveraging caused by negative sales trends that were offset by the benefit of expense reductions. The expense reduction initiatives helped reduce SG&A dollar expenses by $22.3 million in the third quarter compared to the prior year. On a GAAP basis SG&A as a percentage of sales increased 1.3% from 28.7% to 30.0%.

Non-Operating Adjustments

GAAP consolidated net loss and loss per share figures reported in this release include the impact of non-operating adjustments, which in the third quarter totaled a net after-tax charge of $133.2 million. The net after-tax charge is comprised of deferred tax asset impairments of $107.0 million, store asset impairments of $31.1 million, as well as other items totaling $12.6 million, including severance costs, store closure and relocation costs, professional fees related to the strategic alternatives process, an adjustment to the U.K. lease guarantee liability and amortization of debt issuance costs. These costs were offset by income related to the fair market value adjustment of the warrant liability and a related tax benefit of $12.7 million as well as income received from a landlord lease termination of $4.8 million after tax.

Domestic Borders Superstores

Total third quarter sales at domestic Borders superstores were $548.4 million, a decrease of 10.9% over the same period in 2007. As stated, comparable store sales decreased by 12.8% for the period compared to last year, a result significantly impacted by a steep decline in customer traffic that was most pronounced in the months of September and October. Excluding the music category, same-store sales declined by 10.6% for the third quarter compared to one year ago.

Sales through Borders.com in the third quarter totaled $11.9 million, which is below management expectations due to the challenging sales environment. As a result, Borders Group does not expect Borders.com to break even this year as previously stated.

On an operating basis, Borders superstores reported an operating loss of $37.8 million in the third quarter compared to an operating loss of $30.8 million in the same period a year ago. The loss resulted primarily from negative same-store sales, which were partially offset by expense reductions. On a GAAP basis, Borders superstores reported an operating loss of $80.3 million in the third quarter compared to an operating loss of $31.9 million in the same period a year ago.

The company opened two new Borders superstores in the U.S. during the period and ended the third quarter with a total of 519 domestic superstore locations.

Waldenbooks Specialty Retail

Comparable store sales decreased within the Waldenbooks Specialty Retail segment by 7.7% in the third quarter. Total sales in the segment were down by 16.6% in the third quarter to $91.5 million, as the number of stores was reduced from 521 at the close of the third quarter 2007 to 467 at the end of the third quarter this year.

Company expense reduction initiatives and better gross margin performance drove an improvement in the third quarter operating loss for the Waldenbooks Specialty Retail segment. On an operating basis, the operating loss was $13.2 million in the third quarter this year compared to $19.4 million in the third quarter last year. On a GAAP basis, the operating loss for the Waldenbooks Specialty Retail segment was $17.7 million in the third quarter this year compared to $20.5 million in the third quarter last year.

International

In the third quarter, sales within the International segment (which consists primarily of Paperchase) totaled $30.3 million, which is down 6.2% compared to the same period a year ago. Excluding the impact of foreign currency translation, sales would have increased by 2.7%. On an operating basis, the segment generated an operating loss of $1.6 million in the third quarter this year compared to operating income of $1.8 million in the third quarter last year. On a GAAP basis, the segment generated an operating loss of $1.8 million in the third quarter this year compared to operating income of $1.8 million in the third quarter last year.

Next Financial Release

Borders Group plans to issue holiday sales results in mid-January. Fourth quarter 2008 results will be issued March 19 after market close with a conference call for investors the following day, March 20, at 8 a.m.

So, where are we? First and foremost the #1 problem at Borders is its debt. That, is falling and has been steadily since the beginning of the year. Second was cash flow / expenses and those are also going in the right direction. Cash flow is up and Borders will exceed it stated cost saving by 17%.

One has to remember that these results are in the face of a dismal operating environment for all retailers. The really good news is that in spite of it all, they are still making progress on their goals. As a shareholder, if the macro environment is lousy one cannot expect management to pull a rabbit out of their hat but as long as they continue to progress on the stated path, progress is being made.

Two things stick out. Borders.com results fell below expectations and the mentioned “financing transaction” with Pershing. Both need to be listened to on the conference call tomorrow am. Off the top of my head Borders can put Paperchase to Pershing for $65 million but owes Ackman $45 million from the earlier in the year loan. Just guessing but I think they want to put Paperchase to Pershing and extend the repayment of the loan…just a guess.

More after the call tomorrow…


Disclosure (“none” means no position):Long BGP
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Target Decides To Let Stock Languish

Just do not understand this one…what are they thinking???

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Press Release:

Target Corporation (NYSE:TGT) disclosed today that after a comprehensive evaluation of various real estate structure ideas proposed by Pershing Square over the past six months, it has decided not to pursue them further. Following a thorough review of the transaction outlined by Pershing Square by members of Target management, Board of Directors and outside advisors, including Goldman Sachs (GS), the company has concluded that the potential value created, if any, is highly speculative and insufficient to merit pursuit of a transaction given the costs, strategic and operating risks, and loss of financial flexibility related to executing the proposed transaction. These concerns are heightened in the current economic environment.

Analysis of the most recent Pershing Square idea revealed that concerns previously expressed by the company remain. These include:

* The validity of assumptions supporting Pershing Square’s market valuation of Target and the separate REIT entity,
* The reduction in Target’s financial flexibility due to the conveyance of valuable assets to the REIT and the large expense obligation created by the proposed lease payments, which are subject to annual increase,
* The frictional costs and operational risks, including tax implications, of executing Pershing Square’s ideas, and
* The risk of diverting management’s focus away from core business operations over an extended time period to execute such a complex transaction, particularly in the current environment.

One additional earlier concern, relating to the adverse impact the company believed the proposed structure would have on Target’s debt ratings, borrowing costs and liquidity, has been partially addressed in the current version of Pershing Square’s proposal, though we believe meaningful risk remains.

“Target has a strong record of engagement and open dialogue with shareholders over many years and we respect the spirit with which Pershing Square’s real estate ideas were presented,” said Gregg Steinhafel, president and chief executive officer of Target Corporation. “We gave these ideas a full and complete review, including numerous meetings between Pershing Square and Target senior executives and a meeting between Bill Ackman, the Managing Member of Pershing Square, and several members of Target’s Board. Target does not share Pershing Square’s perspective that execution of this proposed transaction will generate measurable shareholder value over time and believes the risks, particularly in light of the serious challenges facing our retail and credit card segments in 2008 and 2009, are significant. Both our Board and executive team remain firmly committed to generating value for our shareholders and expect to achieve this objective over the next 3 to 5 years through our continued, thoughtful focus on our current strategy and core business operations.”

So, let’s review. Here is Ackman’s proposal:

Let’s address Targets concerns:

– Market Value: Ackman specifically gives a range of potential values in the presentation based on what current retailers / REIT’s are selling for today. To imply these are wrong is not logical. The market values them at what they value them at, it isn’t wrong.

– Flexibility: This is why Ackman recommended to a partial 20% IPO of the REIT. This would allow management gauge how it is valued by the market and still allow management the financial flexibility having an 80% owned REIT subsidiary comes with. It also, as a REIT increases the flexibility of Target to buy real estate from current landholders

– Frictional costs and operational risks: Can anyone tell me what that means? What operational risk? You are your REIT’s sole tenant. The only “risk” is if you decide not to pay yourself rent. As far as frictional costs, this is just irrelevant. If you are going to monetize a currently worthless asset (in the market’s view), then of course there will be costs involved but they will be dwarfed by the asset’s new value.

– Focus: Can’t walk and chew gum? This borders on absurd. You are creating a REIT with one tenant, yourself. Lock the lawyers in a room for a week, let them draw up the paperwork and sign it at lunch one day. Tell me how the fashion departments purchasing manager’s job will be affect by the REIT plan. Please anyone tell me what I am missing..

Here is the sentence every current shareholder ought to pay very close attention to. “Both our Board and executive team remain firmly committed to generating value for our shareholders and expect to achieve this objective over the next 3 to 5 years….”. Basically, the next 2-3 years are dead money.

Think about it. When do you expect a meaningful turnaround in the macro environment. 1 year? 2? If it takes two years, Target will not turn ahead of it. If anything, one could argue Target may take longer as any ground they made on Wal-Mart (WMT) the previous 4 years was wiped out and then some in the last one.

Target is viewed as a pricey store. True or not is irrelevant. Perception is reality. Just ask Citi’s (C) CEO Pandit. It takes a ton of advertising to change the perception of a retailer and in a recession and dreadful retail environment, the cash to do that is limited.

Ackman’s plan allows shareholder to profit in the short run from the REIT spin and then profit down the road when retail turns around. Win win.

Target management ought to know….Ackman is not going away. Why? He is right and has more invested in the company than they do. He was right with McDonalds (MCD) when it spun Chipotle (CMG) (it should be noted that the CFO of McDonald’s at the time just joined Pershing).

Mr. Ackman will take time and come out guns blazing after the new year….

Disclosure (“none” means no position):Long WMT, MCD, none
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Pershing Square’s Bill Ackman Files 13F

Some real surprises here

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Here is the filing

Added:
AIG (AIG)= 32 million shares plus call options on 400k shares
Target (TGT)= # of shares owned stayed the same but call options went from 12,000 to 2 million shares
MasterCard (MA)= 469k shares
Visa (V)= 2.69 million shares

Sold:
Sears Holdings (SHLD)= From 6.7 million to 500k shares
Wendy’s (WEN)- From 130 million to 55 million shares

Barnes & Noble (BKS) & Borders Group (BGP) holdings stayed the same

Disclosure (“none” means no position):Long BGP, SHLD, none
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Tilson’s T2 Files 13F

Just filed

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Tilson’s Fund reduced holdings in:
American Express (AXP)
Sears Holdings (SHLD)
Borders (BGP)
Barnes and Noble (BKS)- position closed
Starbucks (SBUX)- position closed
Target (TGT)

He added to or initiated:
Berkshire Hathaway (BRK.B)
Echostar (DISH)
Delias (DLIA)
Anheuser Busch (BUD)
Research in Motion (RIMM)
Chesapeake Energy (CHK)

The total value of T2’s holding has gone from $112 million in July to $132 million as of today’s filing.

Note, this does not indicate performance, simply the amount of dollars invested in the securities listed..


Disclosure (“none” means no position):Long SHLD, BGP, none
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Borders Invoice Payment Delay: The Real Story

A lesson trying to get some facts before running a story..

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First, here is the story:
GalleyCat has received a copy of a “special alert” sent from a major book distributor specializing in independent publishers to its clients, warning them that Borders, whose financial difficulties are widely recognized, “now tell us that they will not be paying us for two months due to anticipated excessive returns,” a situation the company views with understandable concern. This distributor “typically carries receivables of approximately two million dollars with Borders,” the memo continues. “A default of that amount would by no means put [us] out of business, but it would be painful, weaken the short-term health of the company, and would mean we would have to defer some of our plans for future growth.”

Therefore, the distributor is telling its clients they need to make a decision this weekend: “Publishers must either instruct [us] not to ship their titles to Borders [or] accept the provision that [we], for Borders business only, will guarantee payment only for the publishers’ historical printing cost of books that are not paid for, rather than for the whole amount of any unpaid invoices.” (As the memo explains, the printing cost of a $14.95 paperback is roughly $1.50, compared to the $7.48 the distributor bills Borders.) The new policy is contrasted to what the company says other distributors do, asserting that some of its competitors are refusing to take any credit risk at all on inventory sent to the struggling chain.

The memo emphasizes, however, that this distributor does not actually recommend that any of its clients start denying Borders their titles:

“Borders has been paying [us], they are reported to have cash on hand and access to credit in the future, and the last thing anyone wants is to have only one giant chain in the retail book market. Borders may prosper, and even in the worst case, given [our] uniquely flexible policy, the value of your inventory would be preserved.”

Additionally, “this policy will stay in affect only while there are serious concerns about Borders viability.” Of course, given that Borders announced a new inventory display strategy earlier this year that would require cutting the stock at a typical outlet by as much as 10 percent, the overall impact of this development on small publishers may be difficult to fully ascertain at first.”

I spoke to people at Borders who told me:
Since books are a returnable item (unsold inventory can be returned to the publisher for credit) it is possible as they stay with their ongoing focus on inventory productivity that they could have a credit exceed the amount of an invoice, and that explains what happened here … it comes across as Borders being unable to pay this vendor, but it is a case where the returns outpaced the invoices.

Now anyone familiar with Borders know that one of the first items on CEO George Jones’ “to do” list was decrease the bloated book and music inventory in the stores.

Part of the inventory strategy does involve returns. Borders absolutely must get titles that don’t sell out of the stores to make room for titles that do sell. Toward this end, inventory teams have been doing a deep dive into the inventory of each store and removing unproductive inventory while adding productive inventory to the stores on a case by case basis where needed. In addition, they are looking at the inventory in their distribution centers and making appropriate returns.

Simply put, this is NOT a case of Borders delaying payments due to a cash crunch but simply not paying invoices that are going to be credited back to them eventually anyway.

Look at it from your point of view, would you pay an invoice sent by a vendor in full if you were returning items for a credit? Me either. This is just a common sense decision from Borders.


Disclosure (“none” means no position):Long BGP
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@VIC Bill Ackman Press Conference

Here is the audio of Bill Ackman’s press conference at the Value Investing Congress. If you are an investor of any type, you must listen to it..

The questions are hard to hear (that does not matter) but Ackman’s answers are very clear and great stuff. For me, this was the highlight of the conference. Ackman was very gracious with his time answered questions on all subject for over an hour. I was able to ask him about short selling disclosure, Borders (being on the board he opted not to answer), and why hedge funds have such a lousy reputation.

He talks about AIG (AIG), Wachovia (WB), Citi (C), Wells Fargo (WFC), the SEC, Treasury, the Fed, the “Bailout”, Longs Drug (LDG), Walgreen’s (WAG), CVS (CVS), Borders (BGP), Barnes and Noble (BKS).


Disclosure (“none” means no position):Long BGP, WFC, C, none
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Borders CEO George Jones Interview

Sorry this took longer than expected. The person who does my transcribing had the audacity to get the stomach flu. Here is Borders (BGP) CEO George Jones.

In full disclosure I am a shareholder. I debated a long time before buying shares, and one of the reasons I did was the question of whether or not the analysts were right about the book business in itself, not specific to you but just in general. With retailers like Wal-Mart (WMT) and Amazon (AMZN) now in the mix is the model (the stand alone bookstore), maybe not dying, but stagnant? Can you address that and tell me how people are wrong about it and how you see the model?

I have been at Borders for about two years now–since July 2006–and as soon as I arrived, people questioned whether I realized the challenge of the business and what I was getting into. Of course, I had done my due diligence and knew coming in that our business is really several businesses–books, music, movies, cafes, gifts and stationery, etc., and I understood the complexities of each and the competitive and environmental challenges of each. But what I found most compelling was the Borders brand and the people. Borders is a much-loved, highly regarded brand with some of the most intelligent and engaged employees I’ve worked with in the retail industry. I felt then and still feel now that we are a terrific company with great opportunities. It’s not a secret that the music business is extremely challenged industry-wide and it has clearly affected Borders. What we’ve done about it is to reduce space in our stores devoted to music in favor of other categories that have higher margins and are growing—categories such as Children’s and Bargain books, for example. When it comes to the book business, it is certainly not a dying business. I personally believe that people will always want books to be informed and entertained. The format their books take may evolve over time, but books will always be a part of people’s lives. If you take our second quarter 2008 results for example, our book business (once the Harry Potter comparisons of a year ago are factored out) was down slightly overall—and that’s in a really tough economic environment. There are some categories—such as Children’s and Bargain—that continue to grow and thrive even in the current challenged economic environment.

To give one example of the vitality of the book business, take Stephenie Meyer. She is on fire! We recently (in August) had the big release and midnight parties in our stores for her book “Breaking Dawn.” We sold over 250,000 copies in day one of that title alone and we had 225,000 excited fans show up at our stores nationwide for the midnight book release parties. That’s a sign of the great vitality in our business when you can marry a book release with an experience and we do that at Borders extremely well.

As I said, our bargain book business is also doing well. You have a lot of customers in today’s economy looking for value and we’ve certainly played that up and turned this into a very good business for Borders. In addition, I should mention the strength we have in the category of Graphic Novels, which has always been good for us but has become even better with the success of superhero films like “The Dark Night” Batman film and “Iron Man,” as well as growth in Manga. So, we have strength in key categories that are quite healthy and growing really well.

How is the technology playing a role?

We are certainly embracing technology and going forward with it in our stores and online. Don’t get me wrong…I do not think that technology and self-service in our stores will even vaguely replace the fact that you can come into our stores and there is someone who greets you and is knowledgeable about books. That is and will always be a huge part of our business. Yet, we are doing more with technology to stay in-step with how our customers use it today. For example, we will be rolling out kiosks in our stores that feature our new Borders.com site. Not only will customers be able to search on it for titles, but they will be able to order items online as well as find a wealth of information right there in the store including book reviews, staff and customer recommendations, event information, interviews with authors, and things like that. So technology certainly does play a role, but we still obviously put great importance on the role that our book sellers have in exceeding customer expectations and we think, frankly, that’s an advantage for us, as we have really knowledgeable people working in our stores.

So what about the Kindle. I personally can’t imagine taking an electronic book to a beach during a summer vacation. Do you see that as being anything more than a little niche kind of product or do you think it will grow and be significant in the book industry?

I think it will grow but the vast majority of customers in the foreseeable future will continue to prefer a good, old-fashioned printed and bound book. That said, we have our own partnership with Sony and the Sony Reader Digital Book. We got into this alliance soon after I arrived here in 2006. Borders was the first and only retailer outside of SonyStyle stores to sell the Reader for a number of months and even though the retail network has widened since then, our affiliation with Sony has continued to expand…we have a co-branded e-book store with Sony at http://ebooks.borders.com that keeps expanding and offers downloads of e-books for the Reader. We think we are great partners together and we are big supporters of Sony. Does this represent a significant portion of business right now? No. But we’re going to be in it because it’s all about embracing technology and having what customers want—whether it be a traditional book or an e-book and the device to read it on.

Borders.com, when you guys rolled it out, I want to say June, you had said you had expected it to be profitable this year, are you still on track for that?

We said in our second quarter release that we are on track for the site to break even in its first year. We feel good about it. We launched the site in May of this year and it went through a pilot phase where we put it out there and people starting using it, we worked out some of the expected bugs and glitches and then in July we began marketing the site.

One of the big reasons we wanted to get this site up and running is that we have an incredibly successful Borders Rewards loyalty program that now has approximately 29 million members and is still growing at about 130,000 new members each week! These are our best customers who spend more on average per visit. In the past, under our former agreement to have the site operated by Amazon.com, these customers could not use the Rewards program when they shopped online, which was not acceptable. Wanting to serve these customers was part of the overall vision we had in mind as we were building this site; to get the e-commerce back in our hands and under our control so we can maximize it as a powerful tool to serve customers and sell products. We send weekly e-mails to these 29 million Borders Rewards members called the Borders “Shortlist.” In the past, when the Shortlist talked about a particular title, the customer had to make note of it and go to our stores to get it. Now, with our own web site, we have a buy button right there within the Shortlist that takes interested customers right to Borders.com so they can buy it instantly.

There are many advantages to Borders.com and customers tell us they love it. It’s very early in the site’s life, as we just started to market it near the end of our second quarter, so the sales results we reported reflect that. We feel really good about the site and are on-track.

You said in the past that those Rewards members, the 29 million people, they’re your most valued people, can you quantify the value of a member of that?

We haven’t released any figures on the spending patterns of our Borders Rewards members, but I can say that Borders Rewards customers account for the majority of our sales.

Now Borders.com, Barnes and Nobles averages about a $100 million a quarter in sales, based on your first quarter (with the site in operation) you’re not tracking all that far off that, obviously your expectations would be what for Borders.com?

I have to be clear that we have not issued any sales expectations for Borders.com. Our second quarter results reflect only a small period of time when the site was actually marketed, so it is still very early and too early to draw conclusions. The only thing we’ve officially said is that we expect the site to be break-even in its first year and then make a profit after that. It’s a good opportunity for us.

Your $120 million dollars in cost savings annually, what percentage of that would you quantify as more permanent savings? I know some of that is in labor and stuff like that and obviously when the economy turns itself it starts to pick up some of those savings will be lost, but how much of that savings is more of a permanent savings?

We’ve stated that we will trim $120 million in annual expenses as part of a new base operating model for our company, realizing $60 million of that yet this year. It’s a permanent savings—100% of it.


Really?

Basically, what we have taken out of our business in terms of expenses, we plan on keeping out.

The “Strategic Review” process. Is there a point in which going forward in which your going to say “you know what, enough, we don’t need to sell for shareholders to realize value we can do this on our own”? This kind of up in the air kind of thing, people don’t have a lot of confidence when they don’t know what’s going on. They think your selling because things are bad.

I cannot make any comment about the strategic review process.

Would it be safe to say Borders is not on “Strategic Review” because it doubts its viability?

Again, I cannot make any comment on the process, but when we announced it we said that we were undergoing this process to assess our long-range options.

Last earnings call you guys were asked to give guidance to the future and obviously didn’t want to do it with the economy and the way things are kind of just hanging out there now, but I personally detected sort of a “we can’t give guidance but you will be surprised” kind of thing to the positive side of for shareholders.

We actually do not provide guidance. We ceased that practice in March 2007 when we unveiled our strategic plan to turnaround the company…we said that we were in a turnaround situation and were not going to give guidance going forward. We haven’t and won’t be giving guidance. I can tell you we are real pleased with this progress we are making on improving our balance sheet, controlling expenses and managing inventory in spite of the fact that it’s a really tough environment out there and it continues to be a tough environment. We are focused on running our business sensibly and driving the best results we can in this environment. I believe we can weather the storm and eventually the air will clear and we will be ready to forge forward.

The new concept store you have rolled out, every time I hear someone in management talk about them, I get the “we couldn’t be happier” vibe from you guys, first of all is that true? And second, do you intend to accelerate the openings of those?

First off, we couldn’t be happier. We are really thrilled with the concept stores. We have 13 of them open now and they are all over the country. We opened the first one in Ann Arbor because we wanted to run it right here in our corporate home base where we could use it as a lab or sorts. We have since opened 12 more in addition to that first store in Ann Arbor and their locations range from southern California to Connecticut, Massachusetts to Florida to Indiana. These stores are doing well. We will be opening up our 14th store in New Orleans in November and we think it’s an exceptional location there.

Our strategy going forward is to pull back in terms of our new store openings, to allow us to take what we learned from these concept stores and spread it to our existing stores, so that’s really how we are going to get the benefit of the concept stores. Simply opening 14 concept stores and having them do well really doesn’t move the needle in a company as big as ours, we have over 520 superstores. The real benefit of it is that we take those things we have learned and are able to put them back into our existing stores so we can leverage the learning and really build something with an impact.

Now, are all these new stores or are some are refurbs,

All of the concept stores are new stores, not remodels.

So you don’t have before and after numbers?

No, but I can say that the concept stores in general out-perform new stores of the past.

Significantly?

We have not disclosed that, but their productivity is improved versus our previous openings in previous years. We are really pleased.

If you had to look at Borders right now, what would be your biggest area you would have to say “we have to run at this as fast as we can” because this is a huge opportunity for to capture?

Overall, it is our mission to be a headquarters for knowledge and entertainment. It really goes away from the way Borders looked at its business previously, as simply sellers of books, music, movies but also with a cafe and stationery. We are trying to build a much better business by becoming a true headquarters for knowledge, information, and entertainment. So, when you look at it that way, there are a lot of things you can do, and one of them is incorporating technology and the internet.

Pershing and Paperchase, say what you’re allowed to say. The whole reason for doing a loan with Persian was potential liquidity issues. Now people are concerned about if that has to be paid back those issue re-arise would you be able to say that those issue barring any significant economic collapse should be put to rest by people thinking about investing?

All I can do is point you to our second quarter results where we showed that we are significantly strengthening our balance sheet by paying our debt down, improving inventory productivity and we have dramatically improved our cash flow. We are doing the right things to position our business for the long term.

So paying back the Pershing loan will have very little impact on the equity going forward.

Our plans factor this in.

Personally, I can’t stand it when people give guidance, are you planning on going back there, is there something that makes your life easier with analysts?

Not planning on it in the foreseeable future. I will tell you that retailers are going more and more away from giving guidance, so I can’t imagine why we would want to go back to doing it.

Now, it is hard to capture tone in a written article but I do have to say that Mr. Jones is very confident about Borders and its prospects. Of course there are specifics that cannot be said, but the tone at which questions are answered at time can speak volumes more that the words. This is one of those times. While not stated, one cannot escape the feeling that Mr. Jones feels an urge to sell the chain unless he gets the price he wants.

Let’s not forger the job currently being done and a retail environment that is really hurting others. Next earning are due Nov. 25th. It will be a good day for shareholders..


Disclosure (“none” means no position):Long BGP, WMT, none
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Pershing Files13D/A in Borders

Here is the latest on Pershing and Borders (BGP)

This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of August 29, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended August 2, 2008 and warrants covering 14,700,000 shares of Common Stock described in Item 4.

This Amendment No. 8 (this “Amendment No. 8”) amends and supplements the statement on Schedule 13D, as amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), (iv) William A. Ackman, a citizen of the United States of America and (v) BGP Holdings Corp. (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”) of Borders Group, Inc., a Michigan corporation (the “Issuer”). Unless otherwise defined herein, terms defined in the Schedule 13D shall have such defined meanings in this Amendment No. 8.

As of October 1, 2008, as reflected in this Amendment No. 8, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 25,297,880 shares of Common Stock (approximately 33.62% of the outstanding shares). This includes warrants covering 14,700,000 shares of Common Stock, which represents 9,550,000 warrants received on April 9, 2008 (as previously disclosed) and an additional 5,150,000 warrants (as further described below in Item 4). The Reporting Persons own cash settled, total return equity swaps covering 4,805,463 notional shares of Common Stock (as previously disclosed). The notional shares that underlie such swaps are not included in the totals set forth in the charts earlier in the Schedule 13D. The aggregate economic exposure of the Reporting Persons to shares of Common Stock, including the aggregate shares of Common Stock beneficially owned by the Reporting Persons plus the aggregate notional shares underlying such swaps, represents approximately 40.1% of the sum of the outstanding shares of Common Stock and the shares of Common Stock underlying such warrants.
Item 4. Purpose of Transaction

Item 4 is hereby supplemented, as follows:

On October 1, 2008, Pershing Square received from the Issuer warrants to purchase 5,150,000 shares of Common Stock at $7.00 per share for a term of 6.5 years, in accordance with the terms of the Warrant Agreement referred to in Item 6, which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

Full Filing


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Borders Issues Warrants to Pershing

ANN ARBOR, Mich., Oct. 1 /PRNewswire-FirstCall/ — Consistent with a
previously announced agreement, Borders Group, Inc.(NYSE: BGP) today issued
warrants to Pershing Square Capital Management, L.P. to purchase an
additional 5.15 million shares of the company’s common stock exercisable at
$7.00 per share, subject to anti-dilution adjustments. The warrants are
exercisable until October 9, 2014. The agreement, dated April 9, 2008, is
detailed in Borders Group’s 8-K filing dated April 11, 2008.


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Borders CEO George Jones Interview

I just finished an interview with Borders Group (BGP) CEO George Jones

It it we discussed:
1- The retail book business
2- Borders.com
3- Pershing Square
4- Liquidity
5- The Future

It was a very informative talk. The future is very bright there indeed…


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Text of Dow Chemical CEO Andrew Liveris Speech on US Industry Policy

Here it is. Liveris covers the whole gamut. I though about posting segments but you really need to read the whole text to appreciate the situation we are in. Dow (DOW) is going to be fine as Liveris is moving production overseas. If we want to remain competitive, raising the burden on business is NOT the answer. Unless Congress can get its act together (if you are watching the Paulson/Bernanke testimony today, you can be encouraged) things are going to get worse.

Andrew Liveris spoke in Detroit yesterday… Here are his remarks.

Thank you, Bill (Ford, Jr.) for your kind words and the invitation to be here today.
As Bill mentioned, I was here two years ago. At that time, I shared my concerns about the state of manufacturing and the weak economy. But I am an optimist and in the back of my mind I thought, surely, it can’t get any worse, right?

Instead, we’ve witnessed two years of continual slide capped by the unprecedented meltdown in the financial sector last week. Frankly, we’re just now beginning to see the repercussions of that crisis as markets respond and re-settle themselves.

Wall St. isn’t the only place feeling pain, of course. Main Street USA is feeling it, too. People in every town and city across the country are uneasy these days. And for good reason.

Since I was here last, oil has risen from the mid-$70s a barrel to around $100 today.
Housing starts are at their lowest level since 1991, and there seems to be no bottom in sight. Consumer prices are expanding at the fastest pace in 17 years, affecting every consumer item from fuel to food.

On top of that, we have the sobering news that the economy lost some half a million manufacturing jobs since the end of 2006. And I’m sure you all saw the jobs report last month for the entire nation: 84,000 jobs lost in August alone.
September, it appears, won’t look any better.

And the rank and file employees who are still working? They earned three percent less last month than they had a year earlier simply because of inflation.

Even the small things are more expensive. I saw a report in the New York Times recently that the price for the common paper clip – this small item holding my talk together – is up 40 percent.

As that great American philosopher, Will Rogers, once said, we seem intent on showing the entire world we’re prosperous … even if we have to go broke to do it.

Given all the doom and gloom, it really is hard to remain an optimist. But I am reminded of the advice that I’ve given others so many times – that often the difference between success and failure is nothing more than pure persistence and hard work.

So here we are, talking again about a difficult economy and what to do with it.
Talking … again … about a real energy crisis that will have no quick or painless solution.

Talking once more about how to return this country to a position of strength and vigor.

As Bill said, on my last visit before you I did state that the United States was THE indispensable nation in the world. As a foreign citizen who has benefited enormously from the American freedom and enterprise model, I stand by that statement today more than ever.

The world would be a much poorer – and a much more dangerous – place were it not for the United States and its global influence.

But as I travel around the world and I see other countries putting together comprehensive and well thought-out plans for energy, manufacturing and sustainable economic development – I have concerns.

I’m concerned that our economic dependence on others is continuing to increase every day. I’m concerned that we’re in the midst of the greatest wealth transfer out of this country in history … $500 billion plus spent annually for foreign oil … and too few in Washington seem alarmed.

And I’m concerned – most concerned – that the U.S. is forfeiting its dominant position as THE indispensable nation because it has lost sight of what first made it strong: a vibrant industrial and manufacturing base that drives innovation, technology – and creates jobs – from the shop floor, to the engineering centers, to the R&D labs and to the white collar offices.

Ladies and gentlemen, let us never forget that the very life force and strength of this great country begins here – in America’s heartland. A country can’t be strong abroad if it’s not strong at home. It can’t be strong in China or Chile if it’s not strong in places like Cleveland and Canton. It can’t be strong in Dubai if it’s not strong first in Detroit.

Somehow, our government has lost sight of that. Instead of implementing policies that make our industrial heartland stronger, government has made it weaker. And we’ve allowed bad economic policies to drive good jobs out of the country.

In fact, between the bankers in New York, the lawyers in Washington, and the actors and entertainers from Hollywood, we have allowed people who know nothing of the might and intellect of our manufacturing base to make laws and decisions on our behalf.

We’ve allowed them to create an industrial crisis in this country that is undermining our nation’s strength … and they don’t even know it.

If you want to do something enlightening, go to the Internet and Google for the phrase “energy crisis.” You’ll get over 4,000 stories.

Then search for “economic crisis.” You’ll get more than 5,000 hits.

Then search for the phrase “industrial crisis,” something that is just as real and felt just as deeply by everyday Americans. You’ll get fewer than 10 stories – and none will be about the United States.

So, yes. I am still an optimist. But I’m an impatient optimist because at Dow we know there is a better way.

So what I’d like to do today is lay out for you the broad components of a new industrial policy. Not one characterized by central planning and the picking of winners and losers. We know that approach doesn’t work.

What I’m talking about is a pro-industrial policy crafted and developed by manufacturers for manufacturers, a policy that rejuvenates our economic base.

Consider it a new strategy, if you will, to make American industry competitive again, re-establish our economic and energy independence and re-grow jobs in America.
What are the components of this plan? There are two.

First, we must look with fresh eyes at the structural costs that have weakened the very foundation of our manufacturing enterprises and remove the obstacles hurting our competitiveness.

And second, we must develop a comprehensive energy policy.

Now, I will admit that some people, like the ones I referenced before, don’t like the words “industrial policy.” I understand.

But the truth is that in this country today we already have an industrial policy – except, in reality, it’s mostly an ANTI-industrial policy – a set of contradictory, ill-planned and ultimately self-defeating laws and regulations that are creating havoc at the manufacturing base.

Consider this alarming fact: Thirty years ago, manufacturing made up nearly 22 percent of the U.S. economy. Today, it’s less than 12 percent and falling.

This will be no surprise to anyone in Michigan but the number of manufacturing jobs in the U.S. has fallen by 3.7 million over the past 10 years. We’re projected to lose another 1.5 million over the next eight years.

That’s 5.2 million jobs – 5.2 million jobs that today pay more than $17 an hour plus benefits. To put it another way, that’s $190 billion in wages and $76 billion in benefits.

I ask you this: What elected official in his right mind would develop an industrial policy that destroys $190 billion in annual wages? Which politician would want to tell the American voters they just lost $76 billion in benefits?

The sad fact is that nobody intentionally sought to do this. But it’s happening right under our noses. Anti-industrial policy is hurting a lot of good people.

If it were just the U.S. and nobody else, it wouldn’t matter. But there ARE countries around the world that DO see the uplifting power of manufacturing. I spent much of my career at Dow working in Asia. I saw first hand how the “Asian tigers” used manufacturing and trade to go from grinding poverty to growing prosperity.

Today the emerging economic powers like China and India understand that when you build an economy from the ground up – make a strong manufacturing base as its foundation – benefits flow to everyone.

Those nations are our competitors and many of them are beating us at our own game.
Do we have to change? Well … no. As the quality guru Edward Deming put it: Change isn’t necessary. No one said survival was mandatory.

History is replete with once-great countries that have dissolved into obscurity precisely because they didn’t change.

If we want to keep the economic lead we’ve had for a century, however, we have to re-tool a few things. If we want to keep the many benefits that accrue from a strong economy, we must change course.

Times change, and strategies have to change with them.

And we have to start, first and foremost, with the structural costs that are suffocating industry in this country. We must level the playing field by removing the artificial, ANTI-industrial policy costs that disadvantage American businesses against the rest of the world.

Think about this. The 14 million men and women who work in U.S. manufacturing created about $1.6 trillion of wealth in 2007.

That’s a huge, almost mind-blowing number. But the sad fact is it could be so much larger, and we could be so much more competitive.

We’re burying our manufacturers under red-tape, weighing them down with structural burdens that push our production costs a staggering 32% higher than our major trading partners.

Understand: I’m not talking about top-down economic planning in any way, shape or form. I’m talking taking into account Tom Friedman’s “flat world” and using a little forethought about the policies that affect business.

I’m talking about little more coordination with policies in place already, and a lot more coordination with reality.

And I’m talking about resolving the conflicts in law and regulation that hamper our abilities to do business efficiently and effectively.

I propose work in four areas to bring our costs in line with our competitors.

1- Lowering the corporate tax rate.
2- Re-inventing regulation.
3- Reforming our civil justice system.
4- And finding a solution to the crisis known as healthcare in America.

Each one of these puts U.S. industry at a competitive disadvantage above and beyond the cost of labor. And each one of these burdens could be lightened or eliminated by our own government.

I won’t go into each of these for the sake of time. Besides, most of you already know, for example, that America has the second highest corporate tax rates in the world.

But did you also know that of the 30 members who comprise the Organization of Economic Cooperation and Development, nine dropped their corporate tax rates last year to attract more investments.

Germany dropped its tax rate. So did Canada and the UK. Even the Czech Republic!

Not the U.S. Why should that be?

As one great leader said, some in this country regard private enterprise as if it were a predatory tiger to be shot. Or they look upon it as a cow they can milk. Only a handful see it for what it really is: the strong horse that pulls the whole cart.

That was Winston Churchill who fought his own battles a half century ago to keep Britain’s economy unencumbered and vibrant. He was unsuccessful, if you hadn’t noticed.

If you want a cautionary tale about what this economy could look like if we continue to push manufacturing out of the country, look across the great pond. The service-based economy of the U.K. rises and falls at the mercy of others.

This point is really being brought home right now as the financial crisis in the US has been felt in full force in the UK, which has no other sector available to buttress this effect.

We can’t afford to follow down a path of economic malaise like U.K. by destroying our manufacturing sector.

Making things – real, tangible things – still matters.

The leaders of this country should remember that the word “industry” created this great country’s might by opening up the West … by fighting two World Wars … by putting a man on the moon … and by improving our lives and the lives of our children by creating high paying jobs and rewarding careers.

They should remember … but they don’t.

Instead, they’ve saddled it with huge corporate taxes … AND a crisis in health care costs … AND an out-of-control civil justice system that adds a huge cost burden to American enterprise … AND an inefficient regulatory system that costs us as much as $10,000 per employee in the manufacturing sector.

Don’t we owe it to America’s families, and especially to the next generation, to put back in place a Pro-Industrial Policy that stimulates investments and jobs by removing the structural costs that are holding us back?

This brings me to the second key component of an Industrial Policy for the 21st Century – the need for a comprehensive Energy Plan.

I don’t need to tell those of you here today that energy is the life-blood of our modern economy. But I do want to point out that the current energy crisis goes far deeper than the price of gasoline at the pump and those high heating bills on the way this winter.

Here’s what I mean by way of an example. Dow is currently on track to spend $32 billion – yes, I said billion with “B” – $32 billion this year on energy and feedstock costs. That’s more than the entire U.S. chemical industry spent just a few years ago.

That’s just one way to measure the impact of rising energy costs. The race for affordable energy also affects where we invest and where we build plants.

Keep in mind that every dollar of energy consumed creates 20 dollars of GDP value-add. That dollar also creates five of the kind of high-paying manufacturing jobs Michigan and every other state needs so badly.

It seems like common sense to keep those kinds of investments inside our borders.

Instead, most of those investments are now occurring outside the U.S.

Dollars are flowing – in unprecedented amounts – to places like China, Saudi Arabia and Kuwait, and many other countries that want the value-add to their economy that manufacturers bring.

What I don’t understand is why our political leaders don’t see that.

Maybe it’s because they hear TV commentators say the price of oil has “dropped” to $100 a barrel! Or that gas has “dropped” below $4 a gallon! This type of irresponsible reporting is creating a false sense of security.

It does, however, confirm what James Schlesinger, the first Secretary of Energy in the U.S., first noticed decades ago: When it comes to energy policy, he said, America has only two modes: panic and complacency.

A slight, temporary moderation in price is no excuse for complacency. $100 oil brings me no comfort. Gas at $3.70 is no cause for celebration.

Frankly, this country needs a little panic because the truth hasn’t sunk in yet. We have entered a new era in energy – one driven by a new global fact of life: less supply and more and more demand.

Even with greater conservation, energy consumption is soaring. It’s forecast to rise 53 percent between now and 2030. Earlier this year the International Monetary Fund put out a report projecting the number of automobiles by themselves increasing 2.3 billion by 2050.

The good news for Detroit is that somebody will have to manufacture all those cars. The bad news is that we’ll still have to power them and they’ll still add to our growing energy consumption.

And despite the exponential increases in the amount of wind, solar and renewable energy coming on line, the fact is that these sources won’t be able to keep up with overall demand.

So the energy of tomorrow – like today – will depend predominantly on fossil fuels: oil, natural gas and coal.

Everyone in Washington knows this. So where’s the policy to deal with this new reality? This country doesn’t have one.

I say “this country” has no strategy. But what I really mean is that Washington has no coherent strategy. Americans everywhere else already know the solutions.

Ninety-two percent of Americans believe that developing alternative energy sources is a step in the right direction. 88 percent want cars that are more fuel efficient. 67 percent believe we need more oil refineries and 73 percent believe off-shore drilling is a good idea. And, I’m heartened to say, 82 percent believe that conservation is important to our overall energy policy.

Even in Santa Barbara – the city where 200,000 gallons of oil spilled offshore some 40 years ago and where the movement to ban off-shore drilling began – even Santa Barbara gets it. The County Board of Supervisors there voted just last month in support of new drilling off its shore.

When it comes to energy, there’s no ideology among the American consumer. Almost everyone wants more conservation, alternative energy, greater fuel efficiency, and environmentally responsible offshore drilling to help us right now.

And, yet, here we are … constrained by the old politics, separated by silos of thinking and ill-served by politicians intent on fighting the last war instead of the one in front of us.

And what is most worrisome to me – what is most vexing – is that Washington doesn’t understand that the energy crisis isn’t just about energy. The energy crisis is also about jobs … about manufacturing competitiveness. And at its base, the energy crisis is an industrial crisis that is threatening America’s strength and standing in the world.

Four years ago we at Dow proposed a way out of this. We proposed an Energy Plan with three key components.

The first is to pass comprehensive federal goals on energy efficiency and conservation. To me, this is common sense.

Now, I realize I’m in Detroit and energy efficiency goals sound like code words for new fuel standards. It’s heartening to see all the Big Auto’s developing new models to consume less fuel. But what I’m mostly talking about here is improving the efficiency of buildings.

Consider this: buildings are responsible for 40 percent of our total energy use, 70 percent of our electricity use and 38 percent of our CO2 emissions. A combination of federal incentives and local energy efficiency building codes could lower all of those numbers and significantly improve this country’s energy security.

A very achievable 25-percent improvement in the energy efficiency of our economy would save this country the equivalent of all of its oil purchases from the Middle East and be the foundation for a secure energy future. It’s the first and easiest step to implement.

The second component is to increase and diversify our domestic energy supplies. This is simple logic.

We have the oil deposits here. We have natural gas deposits. And we certainly have the coal reserves.

We should be accessing – responsibly and safely – every source we have to produce as much energy as we can at home.

We also have the best technology in the world. Why not use that to build new, safe nuclear power facilities? Why not begin – today – an Apollo-like R&D project to solve the carbon capture and sequestration question so we can use – safely and responsibly – that 200-year supply of coal beneath our feet?

The third component of our plan is to accelerate the development of all alternative energy sources – including renewables – and provide the financial support on research and development to get us there.

Given the situation we’re in today, it’s amazing to me that this Congress can’t even seem to pass an extension of the Renewable Energy Tax Credits and, as a result, is putting this country’s renewable energy industry – along with 100,000 jobs and $20 billion in investments – at risk.

Congress should also live up to its commitment and fund the direct loan program it created last year to help lower the cost of capital so the auto industry can retool to make more fuel-efficient vehicles.

The fact is we don’t need to limit our possibilities by limiting our choices. Solar. Wind. Biomass and other renewable and alternative supplies. We need them all. And we
need them now.

Will these give us energy independence? No.

Energy independence is a pipe dream for the U.S. But these steps will help us achieve the more realistic goal of energy security.

And, while I’m at it, let me remind you we have to do all of this within the context of reducing our carbon footprint. That’s why Dow – along with the Big Three automakers, other large and diversified companies and leading environmental groups – are members of the U.S. Climate Action Partnership and are committed to driving the Federal government to adopt measures to reduce greenhouse gas emissions.

So there are three steps to Dow’s Energy Plan for America. Improve efficiency and conservation. Diversify domestic supplies. Find new alternatives and renewables.

If we take these steps – in concert with one another – we can literally provide the fuel that will restore the power to American industry.

Do these sound familiar? They should.

They are now being talked about more and more … by more and more politicians, companies, CEOs, and yes, even the President of the United States and the two candidates that want to succeed him.

I suppose we should be pleased that this plan is finally being talked about. But it’s hard to take pleasure when all we hear is talk.

We have yet to see any significant action by Congress. We have yet to see a bipartisan approach to getting it ALL put in place. And I mean ALL.

Not what partisanship brings us, but what common sense demands we do.

The right path forward is not one of “divide-and-conquer.” That’s what got us into this mess to begin with.

The right path forward – the only path forward – is one of collaboration and coordination: public and private sectors, Republicans and Democrats, industry and environmentalists, working together with the goal of finding and removing obstacles.

And we need to start where the major challenges of our day intersect: on manufacturing … on jobs … on energy … and the environment.

That’s what we call the Dow Energy Plan for America – a workable plan and a real solution to rebuild the industrial base in this country and put Americans back to work.

One of the things I love about democracies – like America – like my native Australia – is that every few years we get to elect new leaders and chart a new course.

This country is entering an historic era. It will elect either its first African-

American President or its first female Vice President.

And this new leadership must marshal the courage to re-establish America’s place in the world as THE indispensable nation.

If this nation is going to live up to its legacy – if it’s going to fulfill its potential of independent influence – our leaders must remember that its strength comes not necessarily from strong politicians … but from a strong economy. Not from strong words … but from strong, practical policies that rebuild the industrial heartland and create new jobs for Americans in every part of this great country.

We do that by removing the artificial anti-industrial policy costs that disadvantage American manufacturers.

And we do it by insisting – at every turn – on an energy policy that promotes efficiency … alternatives and renewables … AND new domestic supplies.

We at Dow are committed to this defining idea and plan. We are committed to this state and to this great country.

And I look forward to working with all of you – in the private AND public sectors – as we build this new future together and re-establish America’s preeminence in the world.


Disclosure (“none” means no position):Long DOW
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Now, Some Borders Math

I was emailed a research note on Borders (BGP) by a reader and based on that, we can take closer look at FY 2009

Deutsche Bank – Equity Research

Borders Group {Ticker: BGP.N, Closing Price: 6.55, Target Price: 6.00, Recommendation: Hold}

*Key thoughts

Overall, this week’s BGP results were mixed, but more positive than negative, in our view. Primarily, we can’t overlook the positive P&L impact of continued cost cutting, especially if mgmt.’s confidence of hitting $120M over the next two years is realized. That said, top-line weakness and concerns on its timing and degree of recovery were highlighted by the 2Q reporting season, as BGP’s results and BKS’ 2H
plan disappointed, we believe.

At this point, our biggest concerns on BGP are (1) if/when will brick & mortar sales meaningfully improve, (2) the ongoing competitive threats from the internet and print digitization, and the effects on superstore sales/margins, (3) can substantial cost cutting be delivered, and without ‘hitting bone’ (hurting sales)? (4) BGP
announced its ‘strategic alternatives process’ on 3/20/08, but to date Paperchase (and the company) has not been sold. Notably, if Paperchase is ‘put’ to Pershing (among other reasons), expect a more modest selling price and potentially, further share dilution.

Cost cutting and liquidity were the big positives in 2Q, we believe.

*Few changes to our model

We’ve tweaked our FY08/FY09 models, but we haven’t yet run the full $120M in cost cuts through the P&L (we’re at roughly half that). For FY08, we are now at -$0.14 from -$0.13, with FY09 at +$0.06 from
$0.03.

The bold section is the one that is important. On the Earnings call, Borders was not only adamant they would hit the $120 million in savings, but said they expected to beat that. Now, with 60 million shares outstanding, and only $60 million in savings baked into the above estimates the simple math tells us the is another $1 a share (or more) in potential earnings that are not being accounted for.

If they hit the extra savings and get $1.03 a share in earnings in FY 2009 and the stock trades at a comparable premium to Barnes & Noble (BKS) of 12 times earnings, then we are looking at $12.36 a share for a price target.

Perhaps this is the reason the stock has raced past their $6 target?


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Borders Earnings Call Notes

I think people are missing just how good a job Borders (BGP) CEO George Jones is doing there…

Notes from the earnings call:
– In the first half of this year, cash flow from continuing operations improved by $195.7 million compared to a year ago
– SG&A dollar expenses from continuing operations were $16.7 million lower than last year and are on track with stated plan to reduce annual expenses by $120 million.
– Approximately half of the $120 million in savings is related to corporate office expense reductions and the other half is reductions in store and distribution expenses. Most of the actions necessary to realize these savings have been taken.
– They are on track to realize approximately half of the expense savings, or about $60 million in 2008 and expect to be operating at a level to realize $120 million in annualized expense savings at the beginning of fiscal 2009.
– More than 28 million Borders rewards loyalty program members. This program continues to attract new members at a rapid pace. Averaging over 131,000 new members a week. Borders.com will be rolled out to stores later this year.
– Inventory reduction in music inventory, which declined over 30% from last year. They have also reduced floor space dedicated to music in all stores by about a third, on average. Music now occupies approximately 7% of total store floor space. The space previously occupied by music was reallocated to growth categories, such as children’s and bargain books.
– More space in stores due to inventory reduction allows a focus on driving profitable sales by better using that space to expand growing categories, such as children’s and bargain, as well as to face out more books and make some merchandising improvements.
– These strategies work in new concept stores and the concept stores, they are really pleased. They are performing very well on the whole and BGP will be applying them in all of our stores.

From Q&A

Regarding Pershing Square and Bill Ackman
Matthew Fassler – Goldman Sachs
“And just a really basic question on the Pershing warrants, the benefit to you is a result of what specifically be”

Edward W. Wilhelm
“Well, the warrants again have a strike price of $7, the stock being under $7 results in a downward adjustment, an income item. If things were to go the other way, it would be a — obviously an expense item if things were to, if the stock were to be over $7. And again, this is all non-cash too.”

Matthew Fassler – Goldman Sachs
“And as it moves closer to or further away from $7, you take — you book something there?”

Edward W. Wilhelm
“That’s right. And again, non-cash item.”

Cost Cutting:
George L. Jones
“One thing to note in this expense initiative, this is something we started last year looking at and had some outside help, even beginning last year, looking at the fact that we really needed lower overhead and we thought there was an opportunity to [do there]. Obviously we stepped this up quite a bit in the first of the year as we saw sales softening and what was happening with the economy and brought in some additional outside help, which really helped us focus on it at the beginning of the year. And as we put this in in second quarter, this was something that we did quite surgically with a lot of focus and literally, it was a process that was not just concentrated on let’s eliminate some jobs or do this, et cetera, which all that happened but we really literally turned over every possible stone within the company in every area and that’s the reason we are so confident that we can deliver more than the $120 million in expense reductions. And we’re still finding things.”

More on Pershing and PaperChase:
David Weiner – Deutsche Bank
“Okay, and then just one final separate question and I’ll pass it on — if you can just remind me what the implications are of not selling the Paperchase business within your agreement with Pershing? Are there kind of certain levers that happen, if I remember the Paperchase business doesn’t get sold to an outside party by the fourth quarter?”

Edward W. Wilhelm
“No, there are no implications of that, and just to be clear, the put that we have available that remains for our ability to put the Paperchase business back to Pershing Square remains in effect. We haven’t exercise the put and we obviously haven’t sold the Paperchase business either. And I would just say that as we sit here today, we’ve got plenty of available capacity to get through the peak debt season for this year and we can sit here even without the sale of Paperchase or the exercising of that put and we can say that with a high degree of confidence because that peak debt occurs early next month. So we are sitting in a very comfortable position, again even without the sale of Paperchase as we look out through the remainder of this year and again, there are no implications of not exercising that put.”

George L. Jones
“The Pershing put was really a back-stop for us to give people confidence that we had the wherewithal going forward, et cetera. That’s why it was done. It was never necessarily our intent that we would exercise it but it was there if we needed it. It was a safety net, so to speak.

Since that happened, I mean, we’ve dramatically improved the financial strength of this company and the balance sheet, as evidenced by the debt and our improvement in cash flow and everything that we have reported here. We feel really, really good about that and the expense reductions, everything we’ve got. So we’re just in a much, much stronger position financially than we were.”

More on the $120 million costs saving:
Aaron Stein – J.P. Morgan
“Okay, and then of the $120 million of annual savings, can you break out how much of that you think comes from either store closures or business spin-outs, so on and so forth versus existing operational savings?”

Edward W. Wilhelm
“None. It’s all from existing operational savings.”

What to think? This is even better than yesterday’s initial news. Why? There

We another $60 million in savings minimum this year, Borders.com results, $7 million in sales were really only after 2 to 3 weeks of operations in Q2. The new concept stores, managements reaction to them get better each quarter. Debt reduction continues.

Let’s look at the second half of the year. Last year the company lost $97 million in Q’s 3 and 4. Some real rough math gives us the above mentioned $60m in cost saving, $12m in debt interest savings, Borders.com ought to contribute $35m in sales at a real conservative minimum giving about a $8.4 m profit (using 24% gross margin). Should Paperchase be sold to Pershing, that save another $10 million in cash flow and reduces debt even further, bettering results.

I think those folks that think Borders won’t turn a profit for the second half of the year are going to be disappointed. Now, should the economy collapse, clearly we are in a different situation. But, if the worst is over and the consumer mood changes or even just stays the same, things could get a whole lot better real fast.

The cost cuts that have been made in areas that will not really involve cost increases when sales return (leases, utilities, marketing, labor, corporate expenses). The short of that is increasing dollars falling to the bottom line rather than being absorbed by expenses.

Disclosure (“none” means no position):Long BGP

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Borders Earnings / Debt Reduction Beat Estimates

The really good news here is the reduction of debt by almost 40% YOY.


From the release
:

Borders Group, Inc. (BGP) today reported results for the second quarter, ended Aug. 2, 2008. The company generated a second quarter loss from continuing operations of $11.3 million or $0.19 per share, which represents an improvement over the same period last year when Borders Group recorded a loss of $18.1 million or $0.31 per share. On an earnings per share basis, this represents an improvement of 38.7%.

In the first half of the year, operating cash flow from continuing operations improved by $195.7 million. The company generated operating cash of $50.7 million from continuing operations in the first half of the year compared to operating cash used of $145 million in the same period a year ago with the improvement due to tighter management of inventory and other working capital. Inventory from continuing operations decreased at cost by $181.7 million in the second quarter compared to the same period last year. Debt — including the prior-year debt of discontinued operations — was reduced by approximately 37% or $272.7 million at the end of the second quarter to $465.7 million, which compares to $738.4 million for the same period a year ago. The debt reduction was driven primarily by improved management of inventory and other working capital, lower capital expenditures, and proceeds from the previously announced sale of the company’s Australia/New Zealand/Singapore businesses.

Total consolidated sales from continuing operations in the second quarter, at $749.2 million, were down 6.9% over a year ago.

So, we know the economy is slowing and retail sales are suffering yet quarter after quarter Jones is delivering increasingly positive results for shareholders. “We have not only improved profitability, but also substantially reduced debt, improved cash flow and significantly strengthened our balance sheet,” said Borders Group Chief Executive Officer George Jones. “Our focus on expense reduction, inventory management and improved gross margin is clearly working, and we have managed to show substantial improvement in a very difficult retail environment. We will maintain this discipline and continue to manage the company prudently while also addressing the need to improve the top line.”

How did online sales go? In the second quarter, Borders.com generated sales of $7.4 million. This compares to “sales at BarnesAndNoble.com were $99.8 million for the quarter a 3.6% comparable sales increase “. It means Borders has lot of room to grow. All said, $7.4 million of sales in only 8 weeks of Q2 bodes very well indeed for the upcoming quarter that will have a full quarter of results to it for the online business.

More after the earnings call tomorrow morning…….

Disclosure (“none” means no position):Long BGP, none,

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Seth Klarman Increases Borders Stake and Invests Heavily in SPAC’s

Somehow I missed this when it was released…..sorry

Baupost Group head and value investor extraordinaire (by that I mean 20% plus annual returns) Seth Klarman has increased his stake in Borders Group (BGP).

Baupost now holds 5.72 million shares, up from 4.9 million held in the May filing.

What is really odd about the filing is the number of “blank check coporations” or SPAC’s Klarman owns shares in.

There is :
Capitol Acquisition Corp. (CLA)- 2.1m shares
BPW Acquisition Corp. (BPW)- 1.1 m shares (including warrants)
China Holdings Acquisition Corp. (HOL)- 1.05m shares
Columbus Acquisition Corp.- (BUS.U)- 750k shares
GHL Acquisition Corp (GHQ)- 3.5m shares (including warrants)
Global Consumer Acquisition Corp. (GHC)- 5.9m shares (including warrants)
GSC ACquisition Corp. (GGA)- 850k shares
Hicks Acquisition Corp. (TOH)- 1.9m shares
Highlands Acquisition Corp. (HIA)- 525k shares
Prospect Acquisition Corp. (PAX)- 3.4m shares (including warrants)

There are a total of 22 SPAC’s listed in the filing. I could not find any relationship to them other than the investment by Klarman and Baupost. It is odd and warrants more looking into. It does seem a bit odd that the SPAC’s are alleged to be “gambling” for ordinary investors but here we have a true value investor, and a very good one going headfirst into these things..


August 13HR Filing

Disclosure (“none” means no position):

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