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Strategies & Market Trends : LastShadow's Position Trading -- Ignore unavailable to you. Want to Upgrade?


To: TonyM who wrote (10163)3/10/1999 11:28:00 AM
From: LastShadow  Read Replies (2) | Respond to of 43080
 
Informational Post: Tracking Stocks Defined

Tracking stocks have become a popular way for a company to "spin-off" a separate division. However, issuing tracking stock is not the same as creating a completely independent company with separately traded stock.

Tracking stocks are usually issued by a parent company to create a financial vehicle to track the performance of a particular division or subsidiary. When a parent company issues tracking stock, all revenues and expenses of the division are separated from the parent company's financial statements and attributed to the tracking stock. Often this is done to separate a high growth division with large losses from the financial statements of the parent company.

Unlike common stock, tracking stock is usually not sold into the market, with proceeds going to the division. Generally, tracking stock comes into existence as the result of an acquisition, or a "spin-off."

The parent company always has the right to reabsorb the tracking stock into the common stock of the parent, generally in an exchange at a "fair" ratio for the parent common stock.

Once a division has been "spun-off" into a tracking stock, the financials of that division are completely separated from that of the parent, allowing the market to determine the value of the division. Without tracking stock, analysts must make a determination of the value of the division, often without benefit of separate line item financials for the division.

Divisions with tracking stock are different from subsidiaries in their corporate structure. The division does not have a separate board of directors, nor does it have the capability of holding its own shareholder proxies. In addition, the parent company is still legally responsible for the debts and liabilities of the division. A tracking stock division cannot declare bankruptcy separately from its parent company.

Owners of tracking stocks purchase the stock with the sole anticipation of growth. Future acquisition or reabsorption into the parent company is usually the sole anticipation of reward for tracking stocks. Because of the type of division that is spun off into tracking stocks, they usually do not pay dividends.

In the current market environment of the past five years, high growth companies have been the most valued. When a large profitable company owns a division with high growth potential, the appeal of a tracking stock is that the losses associated with the division can be separated from the earnings history of the parent company. This allows the market to clearly separate the high growth, low profitable business from the slower growth, profitable business. By spinning off the tracking stock into a separate trading entity, a new market is created for the stock by investors seeking high growth opportunities.

The most recent example of a company issuing tracking stock is Quantum (QNTM). Quantum's proposal is itself unusual in that they intend to create two separate tracking stocks, but no separate common stock. Quantum plans two sets of stock, one for its storage systems business, and one for its hard disk drive business. The storage systems business should be more highly valued in the market than the hard drive business.

For practical trading purposes, tracking stocks function exactly like common stock. Your tracking stock may be reabsorbed into the parent, at a value you may or may not be happy with. However, acquisition of this kind would be subject to shareholder vote, and is therefore really no different than a merger or acquisition of common stock.

btw, Michael Dell filed to sell 4 million shares. Wonder who he wants to buy?

ls



To: TonyM who wrote (10163)3/10/1999 11:28:00 AM
From: Jay Lyons  Read Replies (1) | Respond to of 43080
 
Here's an old Greenberg piece on the death rate and this industry.

Talk about grave timing: Service Corp.'s (SRV:NYSE) warning that fourth-quarter earnings won't meet analysts' estimates precedes by a day or two the scheduled pricing of a stock offering by Stewart Enterprises (STEI:Nasdaq), which had hoped to raise as much as $250 million.

Stewart is the third-largest rollup of funeral homes and cemeteries behind Service Corp., whose stock was off 14 13/16, or 43%, to 19 5/8, and Loewen Group (LWN:NYSE), whose stock has been the picture of death since reporting disappointing earnings last year. (Its stock was off 5/8, or 12.5%, at 4 3/8.)

With Loewen and Service Corp. both blowing up, you can't help but wonder whether the concept of rolling up cemeteries and funeral homes is inherently flawed, and whether it's only a matter of time before Stewart -- stock deal or no stock deal -- will be the next to disappoint. (If that deal gets done, it'll be one tombstone that bankers will have earned!)

Especially troubling for Stewart, and potential buyers of its shares, is the primary reason Service Corp. -- the industry leader -- gave for the bad news: Reduced mortality rates in key markets. "Declining death rates pose a challenge for the industry," says Service President William Waltrip. If the death rate's decline doesn't reverse itself, he says earnings for the entire industry this year could be flat with last year's levels.

(Do fewer people die in Stewart's markets?)

What's more, Service Corp. blamed increased operating costs and "overhead expenses associated with necessary investment in newly acquired operations." Weren't instant savings supposed to be the whole point behind these rollups, as embalming and other functions were centralized?

Service Corp. also blamed its fewer-than-expected acquisitions on "higher-than-anticipated acquisition pricing." That suggests rolling up funeral homes, for all these companies, is a dying strategy that will bury investors as the number of takeovers declines. Loewen, in fact, is trying to sell many of its funeral operations.

Where does that leave Stewart? Not in very good shape, according to short-sellers, who had been wondering why Service Corp. took so long to implode. Not only must Stewart deal with a declining death rate, but it's experiencing a decline in high-cost funerals. Asked during a recent roadshow presentation why the average funeral price had dropped to $3,200 from $4,200 over two years, Stewart execs blamed a shift toward cremations.

Short-sellers believe that Stewart, as was the case with Service Corp. and Loewen, is really nothing more than a numbers game that can't be sustained. Stewart, after all, generates minimal cash flow from operations, which means it must regularly raise public money for acquisitions, which are the key to its growth. (Go back and reread what happened to Service Corp. as a result of skyrocketing "acquisition pricing.") If it can't raise the cash, or make acquisitions fast enough, its whole strategy falls apart.

The company has said it expects to generate a 20% gain in sales and earnings, and that it expects to make $250 million worth of acquisitions this year. Any glitch in that plan, Stewart has warned, could hurt earnings. (How much you wanna bet Service Corp. issued a similar warning? It did.)

As with any rollup, Stewart is getting a higher value on Wall Street than Stewart itself is putting on the companies it's acquiring. Since 1996, when Stewart started buying the bulk of its funeral homes, it has paid an average of $1.5 million per home. If Stewart were valued the same way, subtracting $900 million in debt, some shorts believe it would trade at 2 1/2.

"This is a numbers game that works as long as there's a business," says one short-seller, "and the business here is going away."

Stewart's stock was recently off 2 23/32, or 13%, at 18 23/32. The status of the stock offering, which includes shares held by insiders and was expected to be priced tomorrow or later this week, is unknown. An exec of Stewart declined to comment, citing the so-called quiet period ahead of a securities offering.

Pass the shovel, please.