Tuesday, Nov 24, 2009 at 9:29 am by Michelle Leder
On Tyson and T-Day…
On Friday night, I went to a screening of Food Inc. with Director Robert Kenner at the Phillipstown Depot, the former train station in Garrison that has been turned into a small theater. After the screening, Kenner took questions from the audience and I couldn’t help but ask whether he (and his researchers) had relied on SEC filings (OK — I explained it a bit more since not everyone knows what a 10-K is) from any of the big companies featured prominently (and not very flatteringly) in his film. The basic gist of the movie — for those who haven’t seen it — is that America’s food supply is controlled by a handful of companies.
As most footnoted readers know, Smithfield (SFD), Monsanto (MON), Con-Agra (CAG), and Tyson (TSN) are all publicly traded companies with reams of information available as long as you’re willing to dive in. Because most of the companies were unwilling to respond to Kenner’s inquiries (nor appear on camera) while he was working on the film, I suggested that the filings might have been helpful.
By shear coincidence, Tyson filed its 10K yesterday and with the film fresh in my mind (and with Thanksgiving two days away), I decided to dig in. Now images and interviews — like those in the film — are pretty powerful stuff. But some of these numbers in the filing just blew me away. In the past year, Tyson has added 10 additional chicken processing plants and 5 additional chicken rendering plants. The number of breeder houses has gone from 310 to 483 — a 55% increase — and the number of broiler houses has grown from 512 to 864 — a 68% increase. Beef and pork didn’t change over the past year.
All of that additional processing capability has led to a lot of processed (some might say dead) chickens and turkeys. This year, Tyson facilities processed 48 million chickens and turkeys a week, compared with 44 million in fiscal 2008 — another number that’s hard to fathom, even with the images from the movie fresh in my head.
One other thing I found interesting — and straight to Kenner’s point — is the control some of these companies are able to exert on regulators. A problem with wastewater at a Tyson plant in Dakota City, Neb which involved both the EPA and the Department of Justice resulted in a fine of just over $2 million. The government had initially demanded $5.5 million according to the filing.
Chew on that over Thanksgiving!
Monday, Nov 23, 2009 at 10:52 am by Michelle Leder
Coffee as an economic indicator…
This morning, there’s lots of buzz — unassisted by caffeine — over the fight over Diedrich Coffee (DDRX) which Peet’s (PEET) agreed to buy at the beginning of this month for $26 a share, but is now offering $32 a share after rival Green Mountain Coffee (GMCR) offered to buy Diedrich for $30 a share. The WSJ has a good summary here.
Talk about precipitous timing because we had planned to write about coffee anyway this morning since coffee kingpin Starbucks (SBUX) filed its 10-K late Friday. The filing had a number of things that caught our attention, but the thing that really jumped out at us was how many fewer people Starbucks employed this year as compared with last year: a whopping 34,000. As the filing notes, the bulk of those job losses — 32,000 or 94% — were in the United States. Most of this shouldn’t be all that surprising, given Starbucks well-publicized restructuring and the $53.2 million restructuring charge the company took during the fourth quarter.
Still, given the current state of the economy, jobs at Starbucks, which famously offer health benefits, aren’t just for unemployed actors any more. I’ve personally known a few people, who, facing a prolonged job loss and hefty insurance payments, have chosen to work there. But if Starbucks is no longer an option due to its restructuring, what’s left? Whole Foods (WFMI)? Or, maybe Diedrich’s if the war over who will acquire them continues to heat up? After all, options there are suddenly a lot more valuable these days!
Friday, Nov 20, 2009 at 11:07 am by Michelle Leder
Did Semitool CEO have to say goodbye to planes for deal to happen?
Earlier this week, Applied Materials (AMAT) announced that it was acquiring Semitool (SMTL) in a $364 million all-cash deal.
As we’ve footnoted before, Semitool had an interesting side-deal with CEO Ray Thompson that had the company leasing several planes and an aircraft hangar from separate companies owned or controlled by Thompson. Given Semitool’s size, the arrangement, which in 2006 had the company paying Thompson $3.2 million, seemed a tad excessive.
Fast forward to yesterday, and this SC 14D-9 filed. Here’s the relevant part:
Semitool leases two airplanes and an aircraft hangar from limited liability companies wholly owned by its Chairman and Chief Executive Officer, Mr. Raymon Thompson pursuant to three separate leases. Under these lease agreements and a fourth lease agreement for an additional aircraft, which lease was terminated in July 2009, the Company made rental payments aggregating $1,891,157 during the fiscal year ended September 30, 2009. Mr. Thompson has access to the aircraft for personal use. On July 1, 2009, in addition to the termination of the lease referred to above, the parties amended the two remaining aircraft leases to decrease the lease payments due by the Company to Mr. Thompson.
Semitool’s current lease payments aggregate to $34,100 per month. The lease terms are month-to-month. The terms of the lease agreements were based on comparable information on lease rates received from independent aircraft leasing dealers and finance entities for similar aircraft. Semitool believes that these lease agreements are on terms no less favorable to Semitool than could have been obtained from an unaffiliated party.
So here’s the question: was this something that the company and or Thompson did voluntarily or was it done as part of the merger negotiations? We’ve certainly seen a few other examples lately of companies that are doing the buying requiring the buyee to give up perks or severance or both. But is that the case here?
Thursday, Nov 19, 2009 at 11:01 am by Michelle Leder
Lehman’s bankruptcy slideshow…
Yesterday, there was a hearing in New York over the Lehman bankruptcy where Lehman CEO Bryan Marsal, who we’ve written about several times over the past year (see here and here). The big headline out of yesterday’s hearing was Marsal’s statement that claims against Lehman could top $1 trillion since the number of claims already top 64,000 and are valued at $824 billion. The other big headline is that a reorganization plan would be in place by the end of March 2010.
As part of yesterday’s hearing, Alvarez & Marsal presented this slideshow which was filed as an 8K yesterday. The 40-page presentation titled “The State of the Estate” gives you a glimpse of why cleaning up Lehman has been so expensive. One of the slides we thought was particularly interesting — and troublesome — was the very last one which talked about “key challenges”. Here’s the list:

The slideshow never mentions how many people are still working at Lehman, so it’s hard to really assess the last challenge. But No. 1 on the list certainly seems like a biggie, especially since it has been over a year since Lehman filed for bankruptcy.
Though the numbers are very hard to read — most of the financials in the slideshow are in Enron Beelzebub typeface — a few numbers stick out, like the $58 million that Barclay’s is charging for IT services. But it quickly becomes clear that Lehman’s bankruptcy is making some people a lot of money.
Wednesday, Nov 18, 2009 at 11:56 am by Sonya Hubbard
The Saga Continues at Boston Scientific Corp.

When we posted on Nov. 12 about the flurry of margin calls at Boston Scientific Corp. (BSX), there was no way to know that the pace of involuntary stock sales would continue.
As a historical recap: Michelle noted in her post last week that company co-founders Peter Nicholas and John Abele sold off over 30 million shares of BSX stock last fall; they sold millions more shares of the stock earlier this year.
Fast forward to this month…. Between Nov. 5 and the evening of Nov. 12, Nicholas sold 750,000 shares of company stock involuntarily due to margin calls. (The sales are documented in two Form 4s, found here and here.)
But since last week, three more involuntary sales have occurred. On Nov. 13, this filing indicates that Nicholas sold 150,000 shares of BSX at $8.34. This Nov. 16 filing shows that another 150,000 shares were involuntarily sold for $8.29. And yesterday’s Form 4 documents the sale of another 205,482 shares of stock that sold for $8.25 to $8.32 per share.
All three filings state in an explanatory footnote: “The transactions reported on this Form 4 represent the involuntary sale of Boston Scientific common stock by an unaffiliated commercial bank. These shares were previously pledged by the reporting person to collateralize a loan for a limited partnership of which the reporting person is a general and limited partner.”
Nicholas now owns just under 9.2 million shares of stock, with another 14.5+ million shares owned by a limited partnership and a family trust. But as Michelle concluded last week, “being forced to sell stock instead of doing so voluntarily can rarely be viewed as a positive thing.” The stock is currently selling at $8.35 per share.
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