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Sell Side Analysts…What do they do?

Somehow I’m constantly surprised at what the sell side analysts do and don’t focus on. Listening to the BKS Q2 call this morning there wasn’t a single question about Borders (BGP) (fresh topic considering there was an article in the WSJ last week about it) and not a single question about the announcement of the CEO of Barnes & Noble.com (BKS) resigning two days ago. All the street wanted to focus on was what the EPS for the year was going to be so they could slap a multiple on it and write a two paragraph note summarizing the press release.

Yes it’s highly likely that BKS management would have sidestepped the questions but the questions should have been asked anyway. You never know but maybe they would have given us a small bit of information in how they sidestep the questions or just the tone of their voice. Hey look even Colonel Jessup was dying to tell the truth. What’s even more shocking to me is when the sell side analysts are asked some of these question before the call in a private conversation and still don’t follow up on it.

It’s a real shame but in the end I guess it’s my fault…I shouldn’t be surprised!

Earnings transcript

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

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Did Borders.com Results Lead To Barnes & Noble Chief Exit?

The timing of this one is just really odd..

Barnes & Noble Inc (BKS), the largest U.S. specialty bookseller, said on Tuesday the chief executive of its online business resigned

Barnes & Noble said Marie J. Toulantis’s duties have been assumed by E-Commerce vice president Tom Burke and Kevin Frain, its chief financial officer. The bookseller said Toulantis will remain with the company as a consultant.

Now, this comes just a week after its rival, Borders (BGP) online results became public and BKS said it would not be able to finance a deal for Borders.

The graphs on the previous post show Borders online traffic and conversions surging since going live in June through July 26. One must assume this trend has continued and that Borders gains are coming at the expense of Barnes and Noble, not so much Amazon (AMZN).

Here is the chart:

Borders did a great job on the site and it is being marketed to Rewards members brilliantly. It’s current conversion rate of 5% is up from 2.5% when it was part of amazon and now just behind Barnes & Noble’s 5.9% after only 8 weeks (as of 7/26).

Borders is scheduled to report next week, the 28th. I have a feeling, and I hope the analysts on the call ask a ton of questions about the online results, investors will be happy.

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

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Borders.com Traffic & Conversions Surging

Borders (BGP) website has not received very much attention in the MSM and think that will change very soon.

Compete.com has a post over at Seeking Alpha that illustrates it in detail but I think just two of their graphs (below) show the story.

Let’s look at Borders.com traffic since the launch:

From an average of 250,000 visits a day to just under 800,000. Now, visits mean nothing if they are not converted to sales. Let’s look:

Borders only went live in June so the early results are nothing short of spectacular. Borders has said the site will be profitable this year and one has to really wonder the magnitude of that profit.

To have the site traffic and conversions surging both in a anemic economy and during the summer season should excite shareholders (it does me at least). Can we think maybe that the reason Barnes & Noble (BKS) decided not to bid for the company was that the price being talked about was in fact too high for them? Could it be that the price was high because management (and Bill Ackman at Pershing) are seeing the early results from the web traffic and are ratcheting up their expectations for the company’s performance and hence any offer they want from a prospective buyer??

This would explain the “financing” problem Barnes & Noble allegedly used for backing off. At fist glance it did not make sense, but maybe, just maybe Borders performance this quarter has pushed the price higher than most expect..

We’ll find out next week…….

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

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Pershing Files 13F: More Wendy’s, Ups Short in MBIA

Bill Ackman doubled down on a few bets this quarter

Pershing Square and Bill Ackman made some changes:
Increased Wendy’s (WEN) from 7 million to 13 million shares
Increase Puts on MBIA (MBI) from 65k shares to 870k shares (more short)
Initiated a stake in Dr. Pepper (DPS) now holding 21 million shares

Sears Holdings (SHLD), Borders (BGP) and Barnes & Noble (BKS) stakes remained unchanged.


Full filing


May Filing

Disclosure (“none” means no position):None

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A Reader’s Thoughts on Barnes & Noble and Borders Article

JB sent me a great message this morning about the Barnes & Noble (BKS) and Borders (BGP) article in the WSJ today. It is well worth a read.

“I’m not sure how much I believe about difficultly in getting bank financing. It seems like CVS (CVS) didn’t have a difficult time and Waste Management (WMI) has received positive feedback from banks regarding the RSG offer. Not to mention the fact that BKS is under levered going into a potential transaction. BKS has 96.83mm in debt and netting out cash has 70.75mm in debt. This represents 5% of the company market cap and is only 20.5% of the estimated 2009 EBITDA.

In addition if BKS were to buy BGP for $10/share financing the transaction with debt, the combined entity would only have a Debt/Ebitda of 2.55x and this is exclusive of any synergies and also uses the current analyst estimated EBITDA where the analyst community for the most part doesn’t include the $120mm in SG&A cuts that BGP has announced ($60mm this year and $60 mm next year). So I find it hard to believe that BKS investment bank wouldn’t see this and would be reluctant to lend.

As far as the concern about the length of leases, without further detail on the financials of each location, according to the 10K over the next 5 years on a cumulative basis BGP domestic super stores have 2.2%, 4.9%, 9.6%, 11.2%, 14.5% of the leases expiring and more importantly the company has (on a cumulative basis) 52.4%, 76.5%, 88.4%, 95.1% and 97.3% of the Walden stores coming off lease. This is important b/c the Walden business loses money and is drag on cash flow. So closing these stores would be a big benefit to a combines entity. While many of the super stores overlap with BKS stores I would think that a controlled closing of overlapping stores could be achieved.

The companies share approximately 112 investors. Below is a list of the top 12 BGP investors who also own a position in BKS. I would think that Pershing Square, T2, Brandywine and Hawkshaw all have talked with both companies about the merits of a combined entity.

Shareholders are listed followed by the % of share held in Borders and then Barnes & Noble

Pershing Square Capital Management= 17.5% , 11.9%
Deutsche Investment Management Americas, Inc.= 6.4%, 0.6%
Barclays Global Investors NA (California)= 4.7% , 2.7%
Vanguard Group, Inc. = 3.2%, 3.1%
T2 Partners Management LP= 2.2%, 0.5%
State Street Global Advisors = 2.2%, 2.5%
Citigroup Global Markets (United States)= 2.0%, 0.3%
Millennium Partners = 1.4%, 0.2%
Brandywine Global Investment Management LLC = 1.2%, 0.5%
Hawkshaw Capital Management LLC= 1.1%, 0.5%
Northern Trust Investments = 1.1%, 0.5%
LSV Asset Management= 1.1%, 5.3%

While the deal would be looked at by the government I think ultimately the companies would be allowed to combine using the argument that online retailers are serious competition. Also I’m not entirely sure what the point of the article is tough b/c it goes though all the reasons why it won’t happen but states that BKS could changes its mind.”

I think maybe it was just a slow news day?

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

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Barnes & Noble’s Interest in Borders Wanes…..So What?

So, Barnes and noble (BKS) “may” not be interested in Borders (BGP) “now” and that has folks running around screaming. Yeah, um…. has anyone looked at the job CEO George Jones is doing there?

First the news from the WSJ
:
“Barnes & Noble’s decision not to bid reflects in part the tight lending markets that likely would make it difficult to arrange bank financing. The retailer was also known to be concerned about the length of some of the leases that Borders has signed.

To be sure, Barnes & Noble could change tactics and return with a bid, but it would have to act quickly. Borders hopes to complete the auction by the end of September, according to a person close to the company. At its current trading price, Borders has a market capitalization of only $344 million, and as it’s a cash-flow business, it could be expected to attract some interest from private-equity shoppers.”

Now, lets look. Later in the article.
“Borders currently is cutting costs and reducing overhead, in recent months has continued to trumpet its new prototype stores, which it believes are essential to its future. In addition, the retailer lowered its debt to $591.9 million at the end of its fiscal first quarter ended May 3 from $722.8 million a year earlier.”

Borders problem has always been its debt in recent years. Lowering it 18% in the previous quarter is the most important thing they could do and Jones promised more reductions in the future. The new concept stores are working and the new website in fantastic and will be profitable for the company this year.

I think Barnes & Noble’s decision is more of a matter of its own situation than its desire to own Borders. Barnes did not say “no”, this may be a simple negotiating ploy on their part to attempt to extract a better price. Who knows. There are plenty of interested buyers and even if a sale does not materialize, the direction Jones is taking the company and the moves he is making in a struggling economy will pay off either way.

We will find out more next week when they report earnings. I would expect sales to be sluggish but want to see more debt reduced and are very interested in new store results and web traffic to date since its rollout.

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

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Tilson’s T2 Files 13F, More Sears, More Borders, Less Berkshire

Whitney Tilson’s T2 Partners has files in quarterly 13F. There are some interesting moves.

T2:
Increased ownership in Sears Holdings (SHLD) to over 50,000 shares
Purchased 11,000 shares of Starbucks (SBUX) as a new holding
Increased his stake in Borders (BGP) from 900K to 1.3 million shares
Added a new position (in addition to 797 existing calls) of 45,000 shares of American Express (AXP)
Decreased his Berkshire Hathaway (BRK.B) holdings by 260 class “B” shares
Increased his Target (TGT) stake from 104k to 185k shares of common and now holds 200 less calls
Increased his Whole Foods (WFMI) stake from 7k to 25k shares.

Tilson is the second value manager, Fairholme’s (FAIRX)following Bruce Berkowitz’ disclosure last week to increase their stake in Sears Holdings. The American Express stake was bought at probably fire sales prices that occurred during the quarter and will probably be a “genius” purchase down the road.

What is of note is the Borders increase heading into the fall as Ackman’s options for the warrants he has comes due.

What will be a great interest now is whether or not Ackman completes the Sears trifecta when he reports his holdings.


Full August Filing


Full May filing

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

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The Fast Money Boys (and Gal) Talk Ackman

Discussed: Fannie (FNM), Freddie (FRE), Target (TGT), Sears (SHLD), Borders (BGP), Wendy’s (WEN).

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

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Monday’s Links

Reid, Borders, Dimon, Sherwin

– Hey Harry!!! Why not “tackle” the LACK OF OIL…?

– The new site is great

Read this

Dividend

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Monday's Links

Reid, Borders, Dimon, Sherwin

– Hey Harry!!! Why not “tackle” the LACK OF OIL…?

– The new site is great

Read this

Dividend

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Borders (BGP) CEO George Jones (video)

This was an interesting interview of the Borders (BGP) CEO and unfortunately way too short..

Jones talks about the consumer, the new direction, Barners & Noble (BKS) and other possible buyers.

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

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Borders 10-Q

Some interesting items from Borders (BGP) 10-Q

Inventory:
“During the first quarter of 2008 the Company implemented an initiative to actively reduce inventory in its stores. As a result, the Company significantly reduced inventories in the music category, as well as space allocated to that category. In addition, the Company reduced inventories in book and DVD categories as well, in order to make its inventories more productive. These two factors significantly contributed to the reduction in inventories and generated $88.9 million in cash in the quarter. As a result of the decline in inventories, account payable decreased $56.5 million during the first quarter of 2008. The Company will continue to actively manage inventory levels throughout 2008 to drive inventory productivity and to maximize cash flows.”

CapEx:
“The Company expects capital expenditures to be between $80.0 and $85.0 million in 2008, compared to the $142.7 million of capital expenditures in 2007. The Company has critically reviewed all capital expenditures to focus on necessary maintenance spending and projects with very high return on capital. Capital expenditures in 2008 will result primarily from investment in management information systems, the Company’s new e-commerce Web site, as well as a reduced number of new superstore openings. In addition, capital expenditures will result from maintenance spending for existing stores, distribution centers and management information systems. The Company currently plans to open approximately 14 domestic Borders superstores in 2008. Average cash requirements for the opening of a prototype Borders Books and Music superstore are $2.8 million, representing capital expenditures of $1.6 million, inventory requirements (net of related accounts payable) of $1.0 million, and $0.2 million of pre-opening costs. Average cash requirements to open a new airport or outlet mall store range from $0.3 million to $0.8 million, depending on the size and format of the store. Average cash requirements for a major remodel of a Borders superstore are between $0.1 million and $0.5 million. The Company plans to lease new store locations predominantly under operating leases.”

The real good news is the level of disclosure prior to the filing. There aren’t any “what?” items in the filing. A good measure of this is probably because the book business is not overly complicated and more still is because Ackman is the largest shareholder. CEO George Jones does deserve some credit though, he has been totally upfront up until this point with shareholders.

Good…

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

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Amazon & Borders: Ackman Stokes Fire

So, I get away and get flooded with email about comments Bill Ackman allegedly made.

Business Week reported Ackman said “Amazon could buy the company for about $400 million to get those locations that would take more than $1 billion to build,” he told reporters on the sidelines of a conference in New York. “You have to think of it like how Apple has retail stores across the country.”

Now let’s just ignore the repeated use of his name as Ackerman. Does anyone really think Ackman would agree to sell the company for a loss? Really? What is more likely is the $400 million price figure is as accurate as the name they gave him. Either it is a misprint or a reporter error. Bill Ackman will not sell for a loss. If that was the plan, why not sell now and make more $$? Think about it.

Now the justification of an Amazon (AMZN) buy makes sense. “One reason that might persuade Amazon is that the company may soon lose its state tax advantage across the nation. Some 18 states are ramping up to require e-commerce businesses to collect sales tax, and about 1,100 online retailers have already volunteered to collect them.

Ackerman said that once Amazon loses its tax advantage that buying retail locations will make sense. He believes customers will benefit from getting same-day delivery that a network of retail stores can provide, and Amazon would also get an opportunity to sell other products not currently carried at Border’s locations.” According to BW

This makes sense. But, Ackman is more likely just trying to remind Barnes & Noble (BKS) that there will likely be other bidders for the company and that they ought not to delay the process too long. He is also most likely publicly letting them know what the potential competition from Amazon in Borders locations would be without implicitly making the threat.

Everyone just take a breath………..

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

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Borders (BGP) Australian Sale Agreement

In a just filed 8-K, Borders (BGP) details the sale of it Australian stores

Full filing:
On June 4, 2008, Borders Group, Inc. (the “Company “) entered into a Sale and Purchase Agreement (the “Agreement”) with Spine Newco (NZ) Limited and Spine Newco Pty Ltd (the “Purchasers”), newly formed companies affiliated with Whitcoulls Group Holdings Pty Limited (“ARW”), pursuant to which the Company agreed to sell all of the outstanding shares of Borders Australia Pty Limited, Borders New Zealand Limited and Borders Pte. Ltd (collectively, the “Subject Subsidiaries”) to the Purchasers. Funds managed by Pacific Equity Partners Pty Limited (“PEP”) are the principal shareholders of ARW, a leading bookseller in Australia and New Zealand. The following is a summary of the principal terms of the Agreement:
1. The Purchasers will pay the following consideration to the Company:
a. a cash payment of $90.8 million at closing, subject to a final purchase price adjustment to reflect changes in working capital.

b. a deferred payment of $4.8 million, payable on or about January 1, 2009 if certain actual operating results for fiscal 2008 exceed a specified level, approximating 2007 results; and

c. a deferred payment of up to $9.6 million payable on or about March 31, 2009 if certain actual operating results for fiscal 2008 exceed a specified level.
2. The Agreement does not contain any closing conditions, and closing is to occur on or about June 10, 2008.

3. The Agreement contains customary representations, warranties and indemnification provisions.

4. Pursuant to the Agreement, the Company, either directly or through its affiliates, will enter into the following ancillary arrangements with the Purchasers and their affiliates:
a. a Brand License Deed pursuant to which, subject to the terms of such Agreement, the Company will grant to the Purchasers (for no additional cost), perpetual licenses relating to the exclusive use of the Borders trademarks in Borders stores in Australia, New Zealand and Singapore.

b. a Transition Services Agreement (the “TSA”) pursuant to which the Company will provide certain services to the Purchasers for a period of up to 12 months following the closing. The fees to be paid for such services, which will be up to approximately $2.3 million dependent upon the period for which the services are required, are intended to recover the cost of providing the services. In addition, under the agreement the Company will receive certain support services from the Subject Subsidiaries for a period of up to 9 months, up to approximately $0.2 million dependent upon the period for which the services are required.

c. a Purchasing Agreement pursuant to which the Company shall be required, subject to the terms of the agreement, to provide products to the Purchasers for up to 10 years following the closing. The purchase price for products supplied under the agreement will be the Company’s costs plus a mark-up of 3% in years 1 through 3 and 8% thereafter.
5. The Company has four outstanding lease guarantees relating to the Subject Subsidiaries and will have a contingent liability after the sale for those leasehold obligations. The Company did not guarantee the remaining leases of the Subject Subsidiaries, which remain obligations of those entities.
The amounts set forth above are shown in US dollars and, where applicable, are based upon current exchange rates.

The foregoing descriptions of the Agreement, the Brand License Deed, the Transition Services Agreement and the Purchasing Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Report and are incorporated herein by reference.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
In connection with the agreements of June 4, 2008 described under Item 1.01 above, the Company has the contingent liabilities described in paragraphs 3 and 5 of Item 1.01 relating to Borders Australia Pty Limited, Borders New Zealand Limited and Borders Pte. Ltd., which are no longer affiliates of the Company. The following is information relating to the potential amounts of such liabilities:
1. With respect to the contingent lease obligations described in paragraph 5 of Item 1.01 above, based upon current rents, taxes, common area maintenance charges and exchange rates, the maximum amount of potential future payments (undiscounted) is approximately $19.3 million. The Company expects to record a charge of approximately $0.9 million in connection with these contingent lease liabilities.

2. With respect to the contingent tax obligations described in paragraph 3 of Item 1.01 above, the maximum amount of potential future payments (undiscounted) is approximately $7.2 million. The Company previously reserved for this item.

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

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Borders (BGP) To Sell Australian Unit for $110 Million

This is the first in either preparing for a sale by improving equity and debt levels OR, continuing the turnaround by improving liquidity.

From the press release:
Borders Group, Inc. (NYSE: BGP) today announced that it will sell 100 percent of its Australia/New Zealand/Singapore businesses — which includes 30 Borders superstores — to A&R Whitcoulls (ARW), the leading Australasian retailer of books and related products owned by private equity firm Pacific Equity Partners (PEP). The total transaction is valued at up to $110 million and is expected to close next week.

Upon closing of the transaction, Borders Group will receive proceeds of approximately $95 million (AUD) or approximately $90 million (USD based on current exchange rates). Additional deferred payments of up to $15 million (AUD) or approximately $14 million (USD based on current exchange rates) will be paid to Borders Group on or about March 31, 2009 if certain performance targets are achieved.

As part of the agreement, ARW, which owns and operates over 260 stores including Australia’s oldest bookstore chain, Angus & Robertson, as well as popular New Zealand book, magazine and DVD retailer Whitcoulls, among other holdings, will have the right to use the Borders brand throughout Australia/New Zealand/Singapore consistent with a brand licensing pact that is part of the agreement.

“These businesses have performed well led by a talented management team who has consistently delivered strong execution in Borders superstores in Australia, New Zealand and Singapore,” said Borders Group Chief Executive Officer George Jones. “This transaction represents an attractive valuation, permits us to forgo further investment in these businesses, and provides our company with a significant cash infusion to further reduce debt, which is one of our key financial initiatives. ARW is a well respected and highly successful retail company with outstanding leadership that will be strengthened with the addition of the local Borders executive team and our stores. We trust A&R Whitcoulls to successfully manage the Borders brand.”

A&R Whitcoulls Group Managing Director, Ian Draper, said that the Borders assets are complementary to his company’s existing holdings, offering a different yet enhanced shopping experience to Angus & Robertson in Australia and Whitcoulls in New Zealand. “Borders will bring a new dimension to our retail offerings,” he said. “The customer-experience based model invites shoppers to browse with a vast range of books, music, movies and cafes in Borders stores. This model has proven popular in the local market and will complement our existing presence by targeting a different demographic through the premium format and vast selection of products.”

Managing Director of Borders Asia Pacific, John Campradt, will continue to serve in his current role managing the Borders business. “Building the Borders brand throughout Australia, New Zealand and Singapore has been fulfilling,” he said. “Now, we enter an exciting new chapter as part of ARW, which has welcomed our management team, our stores, and our people, and will provide the support we need to drive profitable growth.”

In March the negotiations were put on hold while Borders looked at “other options”, primarily a financing agreement with Pershing and Bill Ackman.

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

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