<?xml version="1.0" encoding="UTF-8"?>
<rss version="2.0"
	xmlns:content="http://purl.org/rss/1.0/modules/content/"
	xmlns:wfw="http://wellformedweb.org/CommentAPI/"
	xmlns:dc="http://purl.org/dc/elements/1.1/"
	xmlns:atom="http://www.w3.org/2005/Atom"
	xmlns:sy="http://purl.org/rss/1.0/modules/syndication/"
	xmlns:slash="http://purl.org/rss/1.0/modules/slash/"
	>

<channel>
	<title>footnoted.com &#187; Blog-reel</title>
	<atom:link href="http://www.footnoted.com/category/blog-reel/feed/" rel="self" type="application/rss+xml" />
	<link>http://www.footnoted.com</link>
	<description>Morningstar&#039;s guide to what&#039;s hiding in SEC filings</description>
	<lastBuildDate>Fri, 10 Feb 2012 16:05:41 +0000</lastBuildDate>
	<language>en</language>
	<sy:updatePeriod>hourly</sy:updatePeriod>
	<sy:updateFrequency>1</sy:updateFrequency>
	<generator>http://wordpress.org/?v=3.2.1</generator>
		<item>
		<title>Red flags in October for AMR bankruptcy&#8230;</title>
		<link>http://www.footnoted.com/blog-reel/red-flags-in-october-for-amr-bankruptcy/</link>
		<comments>http://www.footnoted.com/blog-reel/red-flags-in-october-for-amr-bankruptcy/#comments</comments>
		<pubDate>Tue, 29 Nov 2011 15:57:39 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[airlines]]></category>
		<category><![CDATA[bankruptcy]]></category>
		<category><![CDATA[footnotedPro]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6534</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p><a title="American Airlines by Job Garcia, on Flickr" href="http://www.flickr.com/photos/jobgarcia/2595054413/"><img src="http://farm4.staticflickr.com/3123/2595054413_ee62e347b8.jpg" alt="American Airlines" width="250" height="167" /></a></p>
<p style="text-align: left;">This morning&#8217;s <a href="http://www.bloomberg.com/news/2011-11-29/amr-files-for-bankruptcy-protection-in-new-york-as-talks-with-pilots-end.html">bankruptcy filing</a> from AMR (AMR) isn&#8217;t a huge surprise: As we noted in a footnotedPro report on the company last month, rumors have been swirling for some time. But the news gives us an opportunity to talk about what we said in our Oct. 21 report (<a href="http://footnotedpro.com/down/pro/footnotedPro_20111021150924.pdf" target="_blank">PDF</a>, subscribers only) &#8211; and we&#8217;ll take that opportunity, since we normally keep our Pro material under wraps, to give paying customers exclusive access to the more actionable things we find in the filings.</p>
<p style="text-align: left;">Because rumors had been swirling about AMR, we took a close look at the airline company&#8217;s <a href="http://www.sec.gov/Archives/edgar/data/6201/000119312511274936/d236673d10q.htm" target="_blank">10-Q</a> filing, which came out late in the day on October 19. We found a few notable disclosures that had changed from its previous quarterly filing. And under our operating principle that there are very few accidents in Securities and Exchange Commission filings, we called our subscribers&#8217; attention to them.</p>
<p style="text-align: left;">Specifically, we noted that the company had made its language about asset encumbrance even more dire than it previously was. Here&#8217;s one of the examples we pointed out, where the bold-faced text was a new addition:</p>
<blockquote><p>&#8220;Almost all of the Company&#8217;s aircraft assets (including aircraft eligible for the benefits of Section 1110 of the U.S. Bankruptcy Code) are encumbered<em><strong>, and the Company has a very limited quantity of assets which could be used as collateral in future financing.</strong></em>&#8220;</p></blockquote>
<p style="text-align: left;">Elsewhere in the filing, the company used similar language again &#8212; a notch more pessimistic than its earlier phrasing in the same context, when it had said events had &#8220;significantly reduced the quantity of our assets which could be used as collateral&#8230;&#8221;</p>
<p style="text-align: left;">We also looked closely at the company&#8217;s pension footnote. That&#8217;s because other airlines that have filed for bankruptcy have done their best to shed their pensions in bankruptcy proceedings, and there was good reason to think AMR might try to do the same. Sure enough, we found language that suggested AMR might have been thinking the same thing &#8212; language that could be used to bolster the argument that the company had in fact warned investors about such matters well in advance. (That is, after all, much of what&#8217;s going on in SEC filings: CYA with an eye on securities litigation.)</p>
<p style="text-align: left;">What caught our attention was a new risk factor that described the problems the company was having in retaining pilots &#8212; they were retiring faster than normal, which had been discussed previously in the press. But this seemingly innocuous line caught our attention: &#8221; We are also taking other steps in an effort to reduce the impact of these retirements.&#8221; We read that as potential code for plans to ditch the pension, effectively only possible in bankruptcy court. Higher-than-normal retirements can drain a pension plan of resources, requiring the company to contribute more. The company was already facing a $560 million mandatory contribution in 2012, with the prospects for more if the gap between pension assets and liabilities continued to grow.</p>
<p style="text-align: left;">Incidentally, it&#8217;s worth pointing out that we weren&#8217;t the only ones at Morningstar with doubts about AMR&#8217;s future. Our colleague in Morningstar Equity Research, Basili Alukos, also put out a grim report on the same day that we published ours, with credit analyst Rick Tauber. It carried the bold headline: &#8220;We now doubt that AMR can survive as a going concern.&#8221; (Here&#8217;s <a href="http://analysis.morningstar.com/analystreport/ar.aspx?t=AMR&amp;region=USA&amp;culture=en-US" target="_blank">the report</a> on Morningstar.com, where it has since been topped by yesterday&#8217;s credit report on AMR, and  here&#8217;s the <a href="http://select.morningstar.com/downloadarchive.aspx?year=2011&amp;docid=436144&amp;secid=200100I025&amp;companyid=0C00000ABD&amp;title=We+Now+Believe+That+AMR+Will+Succumb+to+Bankruptcy" target="_blank">PDF version</a> for Morningstar Select customers, where the headline was an even starker &#8220;We Now Believe That AMR Will Succumb to Bankruptcy.&#8221;) Alukos was right, of course, and was either the first equity analyst to say it in so many words, or at the very least one of the first.</p>
<p style="text-align: left;">We weren&#8217;t that definitive in our report: We specialize in finding clues in public disclosures, not in fundamental research or making buy/sell calls. But we&#8217;re happy to report that, more than a month in advance, our subscribers had a little additional data to fill out their own analysis of AMR&#8217;s prospects.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.flickr.com/photos/jobgarcia/2595054413/" target="_blank">Job Garcia</a> via Flickr</p>
<p style="text-align: center;">————</p>
<p style="text-align: left;"><em>Want to see what&#8217;s hidden in the filings before the rest of the market notices? Check out <a href="http://www.footnotedPro.com/" rel="nofollow">footnotedPro</a>, where we highlight unusual opportunities and potential problems based on clues buried deep in company disclosures. For more information or to inquire about a trial subscription, email us at <a href="mailto:pro@footnoted.com" rel="nofollow">pro@footnoted.com</a>.</em></p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/blog-reel/red-flags-in-october-for-amr-bankruptcy/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>The Sopranos in penny stock land&#8230;</title>
		<link>http://www.footnoted.com/blog-reel/the-sopranos-in-penny-stock-land/</link>
		<comments>http://www.footnoted.com/blog-reel/the-sopranos-in-penny-stock-land/#comments</comments>
		<pubDate>Fri, 04 Nov 2011 15:09:15 +0000</pubDate>
		<dc:creator>Michelle Leder</dc:creator>
				<category><![CDATA[Blog-reel]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6487</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/11/images.jpg"><img class="alignleft size-full wp-image-6488" title="images" src="http://www.footnoted.com/wp-content/uploads/2011/11/images.jpg" alt="" width="259" height="194" /></a>One of the things footnoted readers tell us fairly regularly is that they want better follow-up on some of the companies that find their way onto this site. Yesterday, we obliged by <a href="http://www.footnoted.com/buried-treasure/chesapeakes-mcclendon-buys-back-the-maps/">providing an update</a> on Chesapeake Energy (CHK) whose CEO managed to get the company to <a href="http://www.footnoted.com/perk-city/and-the-worst-footnote-of-2009-was/">pay for his</a> map collection back in 2009.</p>
<p style="text-align: left;">Today, we&#8217;re updating another <a href="http://www.footnoted.com/sec-stuff/beyond-weird-a-fake-filing-in-penny-stock-land/">weird story</a> from 2009 involving a much smaller company, the penny stock firm FirstPlus Financial (FPFX). While FirstPlus stock has <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1320417807208&amp;chddm=263062&amp;chls=IntervalBasedLine&amp;q=PINK:FPFX&amp;ntsp=0">actually climbed</a> by 33% since we last looked at them in March 2009, it&#8217;s definitely a reminder of why penny stocks are only for the bravest of the brave (or perhaps we should type the stupidest of the stupid).</p>
<p style="text-align: left;">That&#8217;s because earlier this week, we learned that federal prosecutors charged that the company was actually taken over by the Mob. We&#8217;re not talking about a group of penny stock freaks &#8212; the kinds of folks you might find on some remote Yahoo message board. We&#8217;re talking about the actual Mob, in this case, the Lucchese Family. Here&#8217;s a snip from the <a href="http://www.businessweek.com/news/2011-11-01/firstplus-financial-hit-by-mob-takeover-prosecutors-say.html">Bloomberg story</a> that broke earlier this week:</p>
<blockquote>
<p style="text-align: left;">Scarfo and Pelullo forced the new management to approve the acquisition of companies they owned that had little, if any, value, according to the indictment. Scarfo and Pelullo looted FirstPlus of hundreds of thousands of dollars through phony consulting agreements and used the stolen money to finance lavish lifestyles that included “a luxury home for Scarfo, expensive automobiles, a yacht and jewelry,” the indictment said.</p>
<p style="text-align: left;">“The defendants gave new meaning to ‘corporate takeover’,” U.S. Attorney Paul Fishman said in a statement. “Investors should be free to invest in public companies without fear that violent criminal organizations are their puppetmasters.”</p>
</blockquote>
<p style="text-align: left;">The whole idea that a publicly traded company can be taken over by the Mob seems like something that <a href="http://en.wikipedia.org/wiki/Christopher_Moltisanti">Christopher Molisanti</a> might have cooked up during some drug-infused episode of the Sopranos.</p>
<p style="text-align: left;">We have to admit that when we first saw the <a href="http://www.sec.gov/Archives/edgar/data/1000368/000137647409000010/firstplus4_8k.htm">8-K</a> that FirstPlus filed back in 2009, it definitely raised some eyebrows. But even we never imagined that it could be related to organized crime, as the prosecutors allege.</p>
<p style="text-align: left;">Given that, we can only imagine what&#8217;s behind the whole Johnny Earl Satterwhite situation that we <a href="http://www.footnoted.com/buried-treasure/texan-plays-april-fools-joke-on-sec-investors-with-999-billion-shares/">footnoted</a> back in June. Satterwhite, you might recall, made<a href="http://www.10kwizard.com/files.php?cnn_opt=2&amp;alld=ON&amp;cd_items_opt[]=1&amp;g=4049321974dff51a2b20aa&amp;qsession=1&amp;qsessid=0&amp;exp=Johnny+w%2F2+Satterwhite&amp;page=1&amp;npage_set=0"> 61 separate filings</a> to the SEC, claiming to own large chunks of major companies, including Microsoft (MSFT) and Exxon Mobil (XOM). As best as we&#8217;re able to tell, there&#8217;s been no charges filed against him &#8212; either by the SEC or by federal or state prosecutors.</p>
<p style="text-align: left;">Perhaps this will turn into a late-night TV drama fit for HBO too.</p>
<p><em>Image source</em>: <a href="http://www.hbo.com/the-sopranos/index.html">HBO</a></p>
<p style="text-align: center;">————</p>
<p><em>It’s Q season here at footnoted and we’re literally buried in filings. We’re giving <a href="http://footnotedpro.com/">footnotedPro</a> subscribers our best finds first. To find out more, please contact</em><em> <a href="mailto:todd.serpico@morningstar.com">Todd Serpico</a>.</em></p>
<div id="ad-custom"><a href="http://ads.morningstar.com/RealMedia/ads/click_lx.ads/www.footnoted.com/articles/1946039200/Left/default/empty.gif/536d7774566b367a2f76774144426a4b" target="_top"><img src="http://ads.morningstar.com/RealMedia/ads/Creatives/default/empty.gif" alt="" width="1" height="1" border="0" /></a></div>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/blog-reel/the-sopranos-in-penny-stock-land/feed/</wfw:commentRss>
		<slash:comments>1</slash:comments>
		</item>
		<item>
		<title>Fun while it lasted at MF Global&#8230;</title>
		<link>http://www.footnoted.com/blog-reel/fun-while-it-lasted-at-mf-global/</link>
		<comments>http://www.footnoted.com/blog-reel/fun-while-it-lasted-at-mf-global/#comments</comments>
		<pubDate>Mon, 31 Oct 2011 18:42:02 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[frequent flyers]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=6477</guid>
		<description><![CDATA[   ]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/03/JonCorzine.png"><img class="alignleft size-full wp-image-5833" title="JonCorzine" src="http://www.footnoted.com/wp-content/uploads/2011/03/JonCorzine.png" alt="" width="219" height="249" /></a>Look: It&#8217;s Jon Corzine again!</p>
<p style="text-align: left;">Most of the <a href="http://www.footnoted.com/tag/frequent-flyers/" target="_blank">frequent flyers</a> around here are companies, but a few are people: <a href="http://www.footnoted.com/search/?cx=014888089244942674836%3Am2p-8g-_1sa&amp;cof=FORID%3A9&amp;ie=UTF-8&amp;q=mso&amp;sa.x=0&amp;sa.y=0" target="_blank">Martha Stewart</a>, the late <a href="http://www.footnoted.com/search/?cx=014888089244942674836%3Am2p-8g-_1sa&amp;cof=FORID%3A9&amp;ie=UTF-8&amp;q=%22steve+jobs%22&amp;sa.x=0&amp;sa.y=0" target="_blank">Steve Jobs</a>, and &#8212; of course &#8212; Corzine, whose MF Global (MF) filed for bankruptcy-court protection today (and has appeared in our pages at least a <a href="http://www.footnoted.com/search/?cx=014888089244942674836%3Am2p-8g-_1sa&amp;cof=FORID%3A9&amp;ie=UTF-8&amp;q=%22%28MF%29%22&amp;sa.x=0&amp;sa.y=0" target="_blank">half-dozen</a> times over the years).</p>
<p style="text-align: left;">We&#8217;ll leave it to others to wax on about MF Global&#8217;s disastrous European bond bets, his political aspirations, and his tenure at Goldman Sachs. You can check out some of the good coverage at <a href="http://dealbook.nytimes.com/" target="_blank">DealBook</a> and <a href="http://blogs.wsj.com/deals/" target="_blank">Deal Journal</a>,  He landed on our radar in earnest back in March 2010, when we <a href="http://www.footnoted.com/my-big-fat-deal/juggling-jobs-with-corzine-at-mf-global/" target="_blank">footnoted</a> his unusual working arrangement with MF Global.</p>
<p style="text-align: left;">Like most corporate chieftains, Corzine promised in his employment agreement to &#8221;spend substantially all of his business time and attention&#8221; on his job running MF Global, but the contract also recognized that he also had a gig as a <a href="http://wws.princeton.edu/people/display_person.xml?netid=jcorzine&amp;all=yes" target="_blank">visiting professor</a> at Princeton University&#8217;s <a href="http://wws.princeton.edu/" target="_blank">Woodrow Wilson School</a>, and a third gig as an operating partner at private-equity firm J.C. Flowers &amp; Co. Moreover, at J.C. Flowers, he could withhold even crackerjack investment opportunities from MF Global in favor of his side job, under certain conditions. In that first post on Corzine and MF Global, we said we hoped Corzine was better at juggling his various jobs than he was at winning re-election&#8230;</p>
<p style="text-align: left;">That pleasant arrangement got extended about a year later, which we <a href="http://www.footnoted.com/my-big-fat-deal/jon-corzines-1-5-million-escape-clause/" target="_blank">footnoted</a> on March 7 this year, with a $1.5 million retention bonus replacing his $1.5 million sign-on bonus (and we wondered whether the company would just keep finding new reasons for giving him an additional $1.5 million a year. We&#8217;ll see what the bankruptcy trustee has to say about it.) But the most surprising thing about that bonus was that he&#8217;d get to keep it if he left for public service, which, we noted at the time, was so broadly written that he could have left for some pretty lowly government jobs and still collected.</p>
<p style="text-align: left;">It may be to Corzine&#8217;s credit that he didn&#8217;t. Technically, executives still on board during a bankruptcy reorganization get to stand in line for the (usually unsecured) promises their employers have made to them. In practice, companies can sometimes convince courts that their top brass are so crucial that their big bucks should be kept flowing despite the bankruptcy. (If this sounds all too familiar, think of AIG&#8217;s pay practices in the time since the federal government took it under its wing in the fall of 2008.)</p>
<p>There&#8217;s even been some speculation that Corzine is likely to get the $12-million golden parachute listed in the company&#8217;s <a href="http://www.sec.gov/Archives/edgar/data/1401106/000119312511183746/ddef14a.htm" target="_blank">proxy</a>. We&#8217;d just point out that Corzine would have to get canned to collect at all, and that the board would have to conclude that he was forced out without cause (a pretty narrow term encompassing, essentially, really bad behavior).</p>
<p>In any case, the company doesn&#8217;t seem to think such a payout is owed going into bankruptcy: Its court filing (<a href="http://www.scribd.com/doc/71018241/MF-Global-s-bankruptcy-petition" target="_blank">posted</a> by DealBook) doesn&#8217;t list a financial obligation to Corzine, and that filing&#8217;s list dips all the way down to $10,000 owed to a Chicago-area consultant. We&#8217;ll see what actually happens in court.</p>
<p style="text-align: left;">That filing, incidentally, has some interesting stuff in it. J.C. Flowers still held 1.5 million MF Global preferred shares; over at Forbes, <a href="http://www.forbes.com/sites/robertlenzner/2011/10/29/corzines-pal-jc-flowers-bombed-out-investors-in-the-6-billion-jc-flowers-ii-fund/" target="_blank">Robert Lenzer</a> has some scathing words for Flowers. Among MF Global&#8217;s other big stockholders: Hedge-fund manager Fine Capital Partners, which had been bulking up on MF Global shares in recent months &#8212; we found a couple Schedule 13D filings (on <a href="http://www.sec.gov/Archives/edgar/data/1339161/000091957411004983/d1220851_13-d.htm" target="_blank">August 18</a> and <a href="http://www.sec.gov/Archives/edgar/data/1339161/000091957411005489/d1231188_13d-a.htm" target="_blank">September 30</a>) that show its stake rising to 6.1% and then 7.4% most recently, making the unlucky firm MF Global&#8217;s third-biggest stockholder after FMR&#8217;s Pyramis Global Advisers and Guardian Life Insurance Co.&#8217;s RS Investments, according to the bankruptcy filing. A commenter over on DealBook notes that CNBC is seventh on the company&#8217;s list of creditors.</p>
<p style="text-align: left;">Its 24th biggest creditor, at $105,000? It&#8217;s simply labeled &#8220;Directors Fees&#8221; in the court filing, giving MF Global&#8217;s headquarters as the applicable address.</p>
<p style="text-align: left;">Think those will get paid?</p>
<p style="text-align: left;"><em>Image source</em>: Corzine <a href="http://www.joncorzine09.com/main.cfm?s=corzine" target="_blank">campaign website</a></p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/blog-reel/fun-while-it-lasted-at-mf-global/feed/</wfw:commentRss>
		<slash:comments>1</slash:comments>
		</item>
		<item>
		<title>Chesapeake Energy or Chesapeake Air?</title>
		<link>http://www.footnoted.com/my-big-fat-deal/chesapeake-energy-or-chesapeake-air/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/chesapeake-energy-or-chesapeake-air/#comments</comments>
		<pubDate>Mon, 02 May 2011 14:46:50 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[Perk city]]></category>
		<category><![CDATA[frequent flyers]]></category>
		<category><![CDATA[perks]]></category>
		<category><![CDATA[proxy]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5983</guid>
		<description><![CDATA[First, we&#8217;ll cut to the chase: Chesapeake Energy (CHK) doesn&#8217;t seem to be buying any more $12.1-million antique map collections. Despite that, there&#8217;s still plenty to see in the proxy that the company filed a few minutes before the SEC&#8217;s 5:30 p.m. filing deadline on Friday. Chesapeake, of course, is something of a frequent flier here [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/05/ChesapeakeEnergy.png"><img class="alignleft size-medium wp-image-5984" title="ChesapeakeEnergy" src="http://www.footnoted.com/wp-content/uploads/2011/05/ChesapeakeEnergy-300x215.png" alt="" width="240" height="172" /></a>First, we&#8217;ll cut to the chase: Chesapeake Energy (CHK) doesn&#8217;t seem to be buying any more $12.1-million <a href="http://www.footnoted.com/perk-city/and-the-worst-footnote-of-2009-was/" target="_blank">antique map collections</a>. Despite that, there&#8217;s still plenty to see in the <a href="http://www.sec.gov/Archives/edgar/data/895126/000119312511118996/ddef14a.htm" target="_blank">proxy</a> that the company filed a few minutes before the SEC&#8217;s 5:30 p.m. filing deadline on Friday.</p>
<p style="text-align: left;">Chesapeake, of course, is something of a <a href="http://www.footnoted.com/search/?cx=014888089244942674836%3Am2p-8g-_1sa&amp;cof=FORID%3A9&amp;ie=UTF-8&amp;q=chk&amp;sa.x=0&amp;sa.y=0" target="_blank">frequent flier</a> here at footnoted, and this year&#8217;s proxy didn&#8217;t disappoint. Jack Smith at the Fort Worth Star-Telegram already <a href="http://blogs.star-telegram.com/barnett_shale/2011/04/chesapeake-ceos-compensation-tops-21-million.html" target="_blank">laid out</a> the big paycheck Chairman and Chief Executive Aubrey K. McClendon raked in. But perks for the executives are eye-opening in themselves.</p>
<p style="text-align: left;">McClendon (of map-collection fame) got $500,000 in personal use of the corporate jet, plus another $250,000 in &#8220;costs related to personal accounting support provided to Mr. McClendon by our employees, net of reimbursement.&#8221; He also got another $119,135 for &#8220;personal security&#8221; for himself and his family &#8212; not quite <a href="http://www.footnoted.com/uncategorized/security-for-amazons-bezos-such-a-good-deal/" target="_blank">Jeff Bezos</a>-level security, but presumably enough to keep him sleeping soundly. Other execs got financial advisory services, monthly country-club dues, and even retrofitting for their personal vehicles to run on natural gas.</p>
<p style="text-align: left;">Not that the company seems to worry about its carbon footprint when it comes to jetting executives around. It turns out that Chesapeake is running something of an airline for its top brass. Former Chief Financial Officer Marcus Rowland &#8212; whose not-going-far retirement we <a href="http://www.footnoted.com/my-big-fat-deal/a-big-month-for-chesapeake-energy/" target="_blank">footnoted</a> in October &#8212; actually used the plane more than McClendon, to the tune of $684,302 in the 10 months of last year that he worked for Chesapeake. Altogether, Chesapeake&#8217;s six top executives (including McClendon and Rowland) got flight benefits worth some $2 million.</p>
<p>One of the more striking aspects of Chesapeake&#8217;s generosity with its jets is that it actually seems to rent them on a <a href="http://en.wikipedia.org/wiki/Fractional_Jets" target="_blank">fractional</a> basis &#8212; so presumably the company doesn&#8217;t have the jet sitting around and might as well let the executives use it; more flying costs more money. So if the executives were content to buy their own tickets, you&#8217;d expect the company and shareholders to save real money. (Just for context, $2 million is almost a full 1% of the company&#8217;s net income for the most recent quarter: Not vast sums for a company Chesapeake&#8217;s size, perhaps, but a surprisingly large amount to fly individuals around for personal business.)</p>
<p>Then there&#8217;s the perennial overlap between McClendon&#8217;s extracurricular investment in the Oklahoma City Thunder basketball team (he owns 19.2% of it) and the company&#8217;s sponsorship of the team &#8212; to the tune of nearly $6 million ($400,000 for home playoff games, and $5.5 million for regular-season home games. The company says it does this to be a top-notch employer in town, just as it sponsors other teams:</p>
<blockquote>
<p style="text-align: left;">&#8220;The Company also supports the professional baseball and hockey teams based in Oklahoma City because the Company values the cohesiveness that professional sports teams have brought to the central Oklahoma community.&#8221;</p>
</blockquote>
<p style="text-align: left;">In 2009, the company apparently spent $3.8 million sponsoring the Thunder, and (as we <a href="http://www.footnoted.com/my-big-fat-deal/the-ride-at-chesapeake-more-fun-for-some-than-others%E2%80%A6/" target="_blank">footnoted</a> a year ago) predicted that its 2010 spending would surpass $1.5 million. (They got that much right, anyway.)</p>
<p style="text-align: left;">Who&#8217;s minding the store through all of this? Some of the best-paid directors we&#8217;ve seen in a while, with total pay ranging from $248,670 (for a director who served only part of the year) to $623,443. In fact, just one of the company&#8217;s eight directors made less than $400,000 last year, and five made more than $500,000. Part of their pay: personal use of the corporate jet, ranging from $11,487 to $175,318 apiece.</p>
<p style="text-align: left;">That&#8217;s a lot of time spent in mid-air. Perhaps the view from up there is different.</p>
<p style="text-align: left;"><em>Image source</em>: Chesapeake <a href="http://www.chk.com/Media/Photos/Pages/default.aspx" target="_blank">website</a></p>
<p style="text-align: left;">———</p>
<p style="text-align: left;"><em>Last week&#8217;s <a href="http://www.bloomberg.com/news/2011-04-26/lawson-agrees-to-be-acquired-by-golden-gate-capital-infor-for-2-billion.html">news</a> that Lawson Software <a href="http://quote.morningstar.com/stock/s.aspx?t=LWSN" target="_blank">(LWSN)</a> is being acquired in a $2 billion deal brings our M&amp;A batting average up to .300: On Jan. 14, we gave FootnotedPro subscribers a list of 10 M&amp;A picks and Lawson was one of them, along with Smurfit-Stone Container <a href="http://quote.morningstar.com/stock/s.aspx?t=SSCC" target="_blank">(SSCC)</a> and Pride International <a href="http://quote.morningstar.com/stock/s.aspx?t=PDE" target="_blank">(PDE)</a>, which announced deals earlier this year. Plus, late last week, RW Baird issued a buy rating and a $20 price target on Abiomed (ABMD), which we flagged when it was trading close to $10 a share. You can find out more about FootnotedPro <a href="http://www.footnotedpro.com/">here</a>. FootnotedPro: Interesting. Actionable. Profitable.</em></p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/chesapeake-energy-or-chesapeake-air/feed/</wfw:commentRss>
		<slash:comments>3</slash:comments>
		</item>
		<item>
		<title>Keeping it in the family at Sunrise Senior Living&#8230;</title>
		<link>http://www.footnoted.com/my-big-fat-deal/keeping-it-in-the-family-at-sunrise-senior-living/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/keeping-it-in-the-family-at-sunrise-senior-living/#comments</comments>
		<pubDate>Wed, 23 Mar 2011 14:31:31 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[The family business]]></category>
		<category><![CDATA[proxy]]></category>
		<category><![CDATA[related-party]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5881</guid>
		<description><![CDATA[When the new proxy for Sunrise Senior Living (SRZ) crossed our desk on Monday, we expected to make quick work of it. After all, in December we&#8217;d already footnoted the sweet new pay package lavished on Chief Executive Mark Ordan, and last month noted the unceremonious (if lucrative) axe dropped on former Chief Financial Officer Julie [...]]]></description>
			<content:encoded><![CDATA[<p><a title="Sunrise Little Trout Bay 4 by *clairity*, on Flickr" href="http://www.flickr.com/photos/clairity/1311438015/"><img src="http://farm2.static.flickr.com/1271/1311438015_3cacfb3c7b_m.jpg" alt="Sunrise Little Trout Bay 4" width="240" height="144" /></a>When the new proxy for Sunrise Senior Living (SRZ) crossed our desk on Monday, we expected to make quick work of it. After all, in December we&#8217;d already <a href="http://www.footnoted.com/my-big-fat-deal/sunset-on-a-stint-at-sunrise-senior-living/" target="_blank">footnoted</a> the sweet new pay package lavished on Chief Executive Mark Ordan, and last month <a href="http://www.footnoted.com/my-big-fat-deal/sunset-on-a-stint-at-sunrise-senior-living/" target="_blank">noted</a> the unceremonious (if lucrative) axe dropped on former Chief Financial Officer Julie A. Pangelinan.</p>
<p>Instead, we found ourselves spending quite some time with the proxy&#8217;s 500-word related-party transaction section, trying to unravel the tangled skein. Some of the details are familiar from past years: the 99-year lease for a piece of land in Fairfax, Virginia, with $13.9 million in rent due over the next few decades; the non-profit funded by the company&#8217;s co-founders, Chairman Paul Klaassen and his wife, Teresa Klaassen, (and run at least in part by their daughter) that operates a day-care and rents space from Sunrise to the tune of $197,000 last year.</p>
<p>But new this year was Teresa Klaassen&#8217;s job:</p>
<blockquote><p>&#8220;During 2010, Mrs. Klaassen was employed as our chief cultural officer from January 1, 2010 to April 30, 2010. She was paid a total of $40,770 as an employee of our company during this period, including $33,077 of salary and $7,693 representing payment for unused vacation.&#8221;</p></blockquote>
<p>That payment for unused vacation came about because Teresa Klaassen&#8217;s job didn&#8217;t last quite to Sunrise&#8217;s annual meeting on May 4 last year. But losing the job meant gaining a contract with the company her husband oversees, serving as an independent consultant to</p>
<blockquote><p>&#8220;provide the following consulting services to us: advise our chief executive officer and other officers on matters relating to quality of care, training, morale and product development; and at the request of our chief executive officer, visit regions and communities, and attend and speak at quarterly meetings and other company functions.&#8221;</p></blockquote>
<p>Teresa Klaassen&#8217;s contract expires April 30 this year, and brings her $100,000 a year.</p>
<p>Now, Teresa Klaassen co-founded Sunrise along with her husband, and Paul Klaassen is listed as still holding something like 6.2% of the company&#8217;s stock. But is Teresa Klaassen really the <em>best</em> person to advise the CEO or speak at company functions? Could the company find no one else to advise on training, morale and product development?</p>
<p style="text-align: left;">After all, saying no to the chairman&#8217;s wife isn&#8217;t going to be easy, even for an assertive CEO. As Michelle <a href="http://www.footnoted.com/buried-treasure/putting-the-wife-on-a-budget/" target="_blank">footnoted</a> about a different company six years ago, whenever a big company puts the boss&#8217;s wife on the payroll, it&#8217;s time for shareholders to ask questions.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.flickr.com/photos/clairity/1311438015/" target="_blank">*clairity*</a> via flickr</p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/keeping-it-in-the-family-at-sunrise-senior-living/feed/</wfw:commentRss>
		<slash:comments>2</slash:comments>
		</item>
		<item>
		<title>Rolls Royce health-care lives on at Gannett &#8230;</title>
		<link>http://www.footnoted.com/my-big-fat-deal/rolls-royce-health-care-lives-on-at-gannett/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/rolls-royce-health-care-lives-on-at-gannett/#comments</comments>
		<pubDate>Thu, 24 Feb 2011 14:41:57 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[10-K]]></category>
		<category><![CDATA[frequent flyers]]></category>
		<category><![CDATA[health reform]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5805</guid>
		<description><![CDATA[The scribes, delivery drivers, press workers and others in the sprawling news and publishing empire of Gannett (GCI) have had a rough few years of it. In recent weeks alone, there have been as many as 189 unannounced job cuts at last count, on the heels of 255 in November; as many as 20,000 newspaper [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2008/12/images6.jpg"><img class="alignleft size-full wp-image-3099" title="newspapers" src="http://www.footnoted.com/wp-content/uploads/2008/12/images6.jpg" alt="" width="128" height="96" /></a>The scribes, delivery drivers, press workers and others in the sprawling news and publishing empire of Gannett (GCI) have had a rough few years of it. In recent weeks alone, there have been as many as 189 <a href="http://gannettblog.blogspot.com/2011/02/layoffs-job-cuts-now-estimated-at.html" target="_blank">unannounced job cuts</a> at last count, on the heels of 255 in November; as many as 20,000 newspaper employees have been told to take weeklong, unpaid furloughs. Amid these pay-cuts-by-another-name, employee health-care costs <a href="http://gannettblog.blogspot.com/2010/10/mail-medical-premiums-said-up-average-5.html" target="_blank">rose 5%</a>.</p>
<p style="text-align: left;">The <a href="http://gannettblog.blogspot.com/2007/06/welcome-to-gannett-blog.html" target="_blank">Gannett Blog</a>, our source for those stats and the brainchild of former USA Today journalist Jim Hopkins, does some good work in Gannett&#8217;s filings to show just how those furloughs helped fatten the <a href="http://gannettblog.blogspot.com/2011/01/how-furloughs-helped-spur-4m-in.html" target="_blank">$3.5 million</a> in bonuses that company executives got in 2009. But if that makes Gannett&#8217;s top brass seem insensitive to the plight of their underlings, never fear &#8212; they&#8217;re making sacrifices in the corner suite, too. Sort of.</p>
<p style="text-align: left;">Specifically, they&#8217;re pulling the plug on the <a href="http://www.sec.gov/Archives/edgar/data/39899/000095012311017139/c11288exv10w2.htm" target="_blank">Supplemental Executive Medical Plan</a>, the latest version of which is found as an exhibit to the <a href="http://www.sec.gov/Archives/edgar/data/39899/000095012311017139/c11288e10vk.htm" target="_blank">10-K</a> that Gannett filed yesterday with the Securities and Exchange Commission. The plan is an executive perk that, in today&#8217;s environment, seems about as tone-deaf as those <a href="http://articles.cnn.com/2008-11-19/us/autos.ceo.jets_1_private-jets-auto-industry-test-vote?_s=PM:US" target="_blank">private jet-rides</a> the auto executives took to Washington when they were seeking a bailout during the financial crisis.</p>
<p style="text-align: left;">And, in keeping with that tone, Gannett&#8217;s brass isn&#8217;t <em>really</em> pulling the plug: They&#8217;re just closing the plan to new executives. Those in the club as of December 31, 2010, get to stay in it. As a bonus, the plan is also <a href="http://www.healthreform.gov/newsroom/keeping_the_health_plan_you_have.html" target="_blank">grandfathered in</a> under last year&#8217;s health-reform law, essentially locking in many aspects of the plan&#8217;s current benefits as a floor &#8212; they can only go up from here (or Gannett has to follow more of the new law&#8217;s requirements).</p>
<p style="text-align: left;">It&#8217;s a sweet club, too. Participants get all the usual health-care benefits Gannett offers, naturally, but they also get as much as another $750,000 a year to cover whatever the regular plans don&#8217;t. Of course, that sum also has to cover dependents,  a group that &#8220;will include parents and parents-in-law if they are legal dependents for Internal Revenue Service purposes&#8230;&#8221; Presumably the plan was a nice comfort for CEO Craig Dubow when he was out in June 2009 for <a href="http://www.bizjournals.com/washington/stories/2009/06/15/daily19.html" target="_blank">back surgery</a>.</p>
<p style="text-align: left;">Gannett also offers its chosen few a parallel retiree medical benefit, thanks to the <a href="http://www.sec.gov/Archives/edgar/data/39899/000095012311017139/c11288exv10w2w1.htm" target="_blank">Supplemental Executive Medical Plan for Retired Executives</a>, designed to help the likes of retired Gannett luminary <a href="http://gannettblog.blogspot.com/2010/07/big-al-your-health-care-dollars-at.html" target="_blank">Al Neuharth</a> keep pedaling along without having to worry much about medical bills. It&#8217;s not quite as generous: It pays at most $25,000 a year for the executive and any dependents while the exec lives, and $12,500 a year after that. But those surviving dependents get to keep the coverage for life, if we&#8217;re reading the plan document properly. Meantime, it turns out that there&#8217;s a distinct hierarchy in the Gannett executive retirement home: Some retired execs get only $12,000 a year while alive and $6,000 a year post-mortem.</p>
<p style="text-align: left;">We suppose closing the club to new members is a baby-step in the right direction. But, frankly, we&#8217;re amazed that the benefit has survived this long, given the news industry&#8217;s troubles &#8212; and Gannett&#8217;s <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1298527617478&amp;chddm=494615&amp;chls=IntervalBasedLine&amp;cmpto=INDEXSP:.INX&amp;cmptdms=0&amp;q=NYSE:GCI&amp;ntsp=0" target="_blank">abysmal stock performance</a>.</p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/rolls-royce-health-care-lives-on-at-gannett/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>WellCare execs well cared for &#8230;</title>
		<link>http://www.footnoted.com/my-big-fat-deal/wellcare-execs-well-cared-for/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/wellcare-execs-well-cared-for/#comments</comments>
		<pubDate>Tue, 22 Feb 2011 15:08:38 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[8-K]]></category>
		<category><![CDATA[bonus]]></category>
		<category><![CDATA[compensation]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5798</guid>
		<description><![CDATA[Medicaid budgets all over the U.S. are facing sharp cutbacks, thanks to state fiscal woes. But for one company that has built a big business from contracts to run government health-care programs, it&#8217;s apparently time for a nice raise. That company is WellCare Health Plans (WCG), a footnoted frequent flyer perhaps best known in recent [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2010/06/money-pile.jpg"><img class="alignleft size-full wp-image-4955" title="money pile" src="http://www.footnoted.com/wp-content/uploads/2010/06/money-pile.jpg" alt="money pile" width="192" height="144" /></a>Medicaid budgets all over the U.S. are facing sharp cutbacks, thanks to state fiscal woes. But for one company that has built a big business from contracts to run government health-care programs, it&#8217;s apparently time for a nice raise.</p>
<p style="text-align: left;">That company is WellCare Health Plans (WCG), a footnoted <a href="http://www.footnoted.com/my-big-fat-deal/wellcare-takes-good-care-of-its-own/" target="_blank">frequent flyer</a> perhaps best known in recent years for the <a href="http://blogs.wsj.com/health/2007/10/24/feds-raid-wellcare-headquarters/" target="_blank">dramatic raid</a> of its Tampa, Florida, headquarters in fall 2007 (an inquiry resolved after a restatement, the departure of several top executives, and settlements with the SEC and Justice Department). WellCare <a href="http://www.sec.gov/Archives/edgar/data/1279363/000127936311000013/form10-k.htm#item1" target="_blank">makes its money</a> running Medicaid HMO plans covering 1.3 million people in seven states, as well as Medicare managed-care plans covering 116,000 people in a half-dozen states, and a Medicare prescription-drug plan covering 768,000 people nearly nationwide (49 states and D.C.).</p>
<p style="text-align: left;">On Valentine&#8217;s Day, the company&#8217;s compensation committee decided to give Chief Executive Alec Cunningham a big, sloppy kiss, in the form of a 23% raise, bringing his salary to $800,000, according to an <a href="http://www.sec.gov/Archives/edgar/data/1279363/000127936311000017/form8-k.htm" target="_blank">8-K</a> filed at a few minutes after 5 p.m. on Friday. Cunningham also snagged a bonus of $1 million for last year&#8217;s work, <a href="http://www.sec.gov/Archives/edgar/data/1279363/000127936310000022/proxystatement2010.htm" target="_blank">up from</a> $600,000 or so of incentive pay and discretionary bonus in 2009, when he mostly held a lesser job. (Thomas L. Tran, WellCare&#8217;s chief financial officer, got a more modest salary hike, of about 5%, to  $500,000 from $475,000. Tran also got a bonus of $546,250.)</p>
<p style="text-align: left;">Never mind that some of its biggest customers, including the states of <a href="http://www.washingtonpost.com/wp-dyn/content/article/2011/02/07/AR2011020706687.html" target="_blank">Florida</a> and <a href="http://www.stltoday.com/news/local/illinois/article_fba82d9a-ba62-521f-83b2-d5a5074ce5bd.html" target="_blank">Illinois</a>, are struggling with their biggest fiscal crises in years. After all, the company&#8217;s financial performance has <a href="http://financials.morningstar.com/income-statement/is.html?t=WCG&amp;region=USA&amp;culture=en-US" target="_blank">improved</a> of late, and those fiscal woes could actually help WellCare, as with the plan by Florida Governor (and <a href="http://en.wikipedia.org/wiki/Rick_Scott" target="_blank">ex-health-care exec</a>) Rick Scott to cut costs Medicaid by putting more patients into managed-care plans like those run by WellCare.</p>
<p style="text-align: left;">But for shareholders, that was small consolation during 2010, as they got a less pleasant ride from the company: WellCare&#8217;s shares <a href="http://performance.morningstar.com/stock/performance-return.action?t=WCG&amp;region=USA&amp;culture=en-US" target="_blank">clocked in</a> a decidedly unhealthy total return of -17.8%, trailing not only the S&amp;P 500 (by 33 percentage points), but also its industry as a whole (by 27 percentage points).</p>
<p style="text-align: left;">Cunningham and his board, of course, aren&#8217;t stuck in the past &#8212; they&#8217;re looking to the future, as all good captains of industry should. Most immediately, that meant locking in the same bonus targets as Cunningham had for 2010, but now based on the new, higher salary. So hitting his targets will bring Cunningham a cool $1 million for his short-term bonus, and $2.4 million in long-term incentive payments. It isn&#8217;t quite the <a href="http://www.footnoted.com/my-big-fat-deal/wellcare-takes-good-care-of-its-own/" target="_blank">sweet deal</a> WellCare gave Charles G. Berg, now its non-executive chairman, but it&#8217;s pretty nice nonetheless.</p>
<p style="text-align: left;">We also can&#8217;t help but notice that WellCare filed the pay-raise 8-K several days after the raises were adopted, and separately from <a href="http://www.sec.gov/Archives/edgar/data/1279363/000127936311000016/form8-k.htm" target="_blank">another 8-K</a> it filed the same morning, announcing the good news of an <a href="http://www.sec.gov/Archives/edgar/data/1279363/000127936311000016/letter.htm" target="_blank">extension</a> for its Georgia Medicaid contract (which it got into the filings the day after it received the letter). There&#8217;s nothing wrong with filing two 8-Ks on the same day of course, but it does make it at least a little more likely that shareholders will miss the second one, thinking they&#8217;ve seen it already.</p>
<p style="text-align: left;">So far this year, WellCare&#8217;s shares are <a href="http://www.google.com//finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1298408400000&amp;chddm=13294&amp;chls=IntervalBasedLine&amp;cmpto=INDEXSP:.INX&amp;cmptdms=0&amp;q=NYSE:WCG&amp;ntsp=0" target="_blank">performing well</a>, so they may not begrudge Cunningham his raise. We have to wonder if the sentiment is shared by WellCare&#8217;s customers &#8212; also known as the taxpayers.</p>
<p style="text-align: center;"><em>———</em></p>
<p style="text-align: left;"><em>See more of what&#8217;s in the filings: Check out <a id="d8xi" title="FootnotedPro" href="http://www.footnotedpro.com/">FootnotedPro</a>, where we highlight unusual opportunities and potential problems well in advance of the market. For more information or to inquire about a trial subscription, email us at <a id="umd4" title="pro@footnoted.com" href="mailto:pro@footnoted.com">pro@footnoted.com</a>.</em></p>
<div><em><br />
</em></div>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/wellcare-execs-well-cared-for/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Another kind of dough-nut at Krispy Kreme&#8230;</title>
		<link>http://www.footnoted.com/my-big-fat-deal/another-kind-of-dough-nut-at-krispy-kreme/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/another-kind-of-dough-nut-at-krispy-kreme/#comments</comments>
		<pubDate>Mon, 07 Feb 2011 15:28:34 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[Buried treasure]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[frequent flyers]]></category>
		<category><![CDATA[restricted stock]]></category>
		<category><![CDATA[stock options]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5766</guid>
		<description><![CDATA[Krispy Kreme Doughnuts (KKD) holds a special place here at footnoted, and not just because of their signature melt-in-the-mouth-sugary glazed doughnuts (sickeningly delicious as those are). The Winston-Salem, N.C., purveyor of fried dough was an early subject of these pages, and has popped up regularly since &#8212; it looks like this post will take its [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2010/05/krispykreme2.jpg"><img class="alignleft size-medium wp-image-4813" title="krispykreme2" src="http://www.footnoted.com/wp-content/uploads/2010/05/krispykreme2-300x225.jpg" alt="" width="240" height="180" /></a>Krispy Kreme Doughnuts (KKD) holds a special place here at footnoted, and not just because of their signature melt-in-the-mouth-sugary glazed doughnuts (sickeningly delicious as those are). The Winston-Salem, N.C., purveyor of fried dough was an early subject of these pages, and has popped up regularly since &#8212; it looks like this post will take its appearances to an even baker&#8217;s dozen &#8212; on everything from cozy <a href="http://www.footnoted.com/earnings-quality/sweet/" target="_blank">related-party</a> transactions to <a href="http://www.footnoted.com/blog-reel/krispy-kreme-and-doughnut-sludge/" target="_blank">doughnut sludge</a> and sewer problems. Most recently, we looked at the <a href="http://www.footnoted.com/my-big-fat-deal/donuts-and-performance-at-krispy-kreme/" target="_blank">puffed-up</a> pay and incentives offered to company management.</p>
<p style="text-align: left;">Well, they&#8217;re back, and this time with revisions to the company&#8217;s <a href="http://www.sec.gov/Archives/edgar/data/1100270/000120677411000197/exhibit10-1.htm" target="_blank">stock incentive plan</a>, originally adopted in 2000 and modified since then, and filed with an <a href="http://www.sec.gov/Archives/edgar/data/1100270/000120677411000197/krispykreme_8k.htm" target="_blank">8-K</a> on Thursday. At first, the company&#8217;s summary of the changes sounds almost as pleasing for investors as <a href="http://krispykreme.com/doughnuts" target="_blank">Hot Doughnuts Now</a> &#8212; after all, the filing says the amendments were made</p>
<blockquote>
<p style="text-align: left;">&#8220;in order to (a) add a minimum vesting requirement for stock options and stock appreciation rights &#8230; (b) provide that underwater stock options and stock appreciation rights may not be exchanged for cash without shareholder approval; and (c) make certain minor technical changes.&#8221;</p>
</blockquote>
<p style="text-align: left;">All well and good, and it does seem to do that. However, the hitch is in the fine print (much <a href="http://krispykreme.com/about-us/nutritional-information" target="_blank">as it is</a> [<a href="http://krispykreme.com/Upload/Pdfs/Nutritional%20Website%2012-1-2010.pdf" target="_blank">PDF</a>] with all those lovely doughnuts), in the plan itself, where the company says that, yes, underwater awards can no longer be replaced with cash without shareholder approval. And, yes, minimum vesting will be 3 years (including graduated vesting), or 1 year for awards tied to performance criteria other than continued service. Yet there are a couple big exceptions:</p>
<blockquote>
<p style="text-align: left;">&#8220;[T]he Plan’s administrator may provide for (a) acceleration of vesting of all or a portion of an award in the event of a participant’s death, disability or retirement, or upon the occurrence of a change in control of the Company; and (b) the grant of an award without a minimum vesting period (or the acceleration of vesting of all or a portion of an award for any reason), but only with respect to awards for no more than an aggregate of 10% of the total number of shares authorized for issuance under the Plan.&#8221;</p>
</blockquote>
<p style="text-align: left;">For one thing, that 10% limit for minimum-vesting-free awards doesn&#8217;t impress us as much as it might: The <a href="http://www.sec.gov/Archives/edgar/data/1100270/000120677411000197/exhibit10-1.htm" target="_blank">plan itself</a> specifies that it can deliver a a minimum of 12.5 million shares in various ways. That&#8217;s a full 18.5% of the 67.5 million shares outstanding as of the <a href="http://www.sec.gov/Archives/edgar/data/1100270/000120677410002501/krispykreme_10q.htm" target="_blank">10-Q</a> that the company filed December 1. Being able to grant options, SARs or restricted stock covering 1.25 million shares, or $9 million (almost 2% of the company&#8217;s market-cap) at recent prices, seems like plenty.</p>
<p style="text-align: left;">Presumably, with the company&#8217;s shares <a href="http://www.google.com/finance?chdnp=1&amp;chdd=1&amp;chds=1&amp;chdv=1&amp;chvs=maximized&amp;chdeh=0&amp;chfdeh=0&amp;chdet=1297112400000&amp;chddm=98923&amp;chls=IntervalBasedLine&amp;cmpto=INDEXSP:.INX&amp;cmptdms=0&amp;q=NYSE:KKD&amp;ntsp=0" target="_blank">on a roll</a> over the last year, company executives figure it&#8217;s no big deal. We&#8217;ll see.</p>
<p style="text-align: left;"><em>Image source</em>: <a href="http://www.flickr.com/photos/houseofsims/494311322/" target="_blank">House of Sims’</a> via Flickr.</p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/another-kind-of-dough-nut-at-krispy-kreme/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Goldman&#8217;s curious partnership &#8230;</title>
		<link>http://www.footnoted.com/my-big-fat-deal/goldmans-curious-partnership/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/goldmans-curious-partnership/#comments</comments>
		<pubDate>Wed, 19 Jan 2011 04:14:23 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[corporate governance]]></category>
		<category><![CDATA[frequent flyers]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5729</guid>
		<description><![CDATA[There&#8217;s long been an air of mystery surrounding the top echelon at Goldman Sachs (GS) &#8212; its so-called &#8220;partners,&#8221; a hold-over from the days before the company was publicly traded &#8212; including just who is a member at any given time. Now, thanks to a joint footnoted/New York Times analysis, we know just how male, [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/01/Goldman-Blankfein+Cohn.png"><img class="alignleft size-medium wp-image-5730" title="Goldman-Blankfein+Cohn" src="http://www.footnoted.com/wp-content/uploads/2011/01/Goldman-Blankfein+Cohn-260x300.png" alt="" width="208" height="240" /></a>There&#8217;s long been an air of mystery surrounding the top echelon at Goldman Sachs (GS) &#8212; its so-called &#8220;partners,&#8221; a hold-over from the days before the company was publicly traded &#8212; including just who is a member at any given time. Now, thanks to a joint <a href="http://dealbook.nytimes.com/2011/01/18/study-points-to-windfall-for-goldman-partners/" target="_blank">footnoted/New York Times analysis</a>, we know just how male, American and rich the Goldman partners really are.</p>
<p>Now, for example, we know there have been just shy of 860 people in the club, and they&#8217;ve sold more than $20 billion in Goldman shares over the dozen years since the bank&#8217;s IPO. The 475 or so current partners &#8212; overwhelmingly male even after all these years &#8212; still hold another $10 billion, or 11.2% of the company. The partners&#8217; stake is likely to rise as they take ownership of gobs of options they received in late 2008 &#8212; back when the rest of us were worried the financial system might collapse under its own weight. More detail over at the Times&#8217; <a href="http://dealbook.nytimes.com/2011/01/18/study-points-to-windfall-for-goldman-partners/" target="_blank">DealBook</a>.</p>
<p>At the heart of Goldman&#8217;s curious hybrid between partnership and publicly traded company, of course, is the partnership agreement itself, first filed with the company&#8217;s IPO documents in 1999 (here&#8217;s a version from <a href="http://www.sec.gov/Archives/edgar/data/886982/0000950123-99-003931.txt" target="_blank">April 1999</a> &#8212; search for Exhibit 10.26) and most recently <a href="http://www.sec.gov/Archives/edgar/data/886982/000095012310018464/y81914exv10w6.htm" target="_blank">updated</a> with Goldman&#8217;s <a href="http://www.sec.gov/Archives/edgar/data/886982/000095012310018464/y81914e10vk.htm" target="_blank">10-K</a> last spring in the wake of Berkshire Hathaway&#8217;s (BRK.A) $5 billion in Goldman preferred shares (preventing Goldman bigwigs from selling their stakes until Warren Buffett cashed in his own).</p>
<p>It&#8217;s a document that offers a lot to chew on for anyone interested in corporate governance, shareholder-manager dynamics and the <a href="http://blogs.law.harvard.edu/corpgov/2010/11/24/incentives-financial-policy-and-downside-risk/" target="_blank">agency problems</a> that arise when owners&#8217; and managers&#8217; interests collide. For example, partners promise not to sell too many of their shares &#8212; keeping at least 25% for ordinary partners, and 75% for select senior officers, presumably including the likes of Chairman and CEO Lloyd Blankfein, President and COO Gary Cohn and CFO David Viniar, who head the committee implementing the shareholders&#8217; agreement. But the transfer restrictions are curious in that they only apply to shares acquired after becoming partner, which may dilute their effectiveness.</p>
<p>Perhaps the most interesting feature of the agreement, from the start, is the commitment to vote in lockstep with one another. Ahead of any proxy vote, Goldman&#8217;s partners hold a sort of straw poll among themselves &#8212; and then vote all their shares with the majority. Even holding just 11.2% of the company&#8217;s shares &#8212; down from 48.3% at the IPO but up from 8.2% in 2009 &#8212; it makes them a powerful force.</p>
<p>Another interesting tidbit from our analysis: Despite diversifying its business over the years, 61% of the company&#8217;s partners are American citizens (and that&#8217;s not even counting the handful with dual US citizenship). It&#8217;s a more worldly bunch than the 82% shortly after the company&#8217;s IPO (and even the 69% in 2005), but it&#8217;s still pretty provincial for a company that gets just 54% of its pre-tax earnings from North America (essentially, the U.S.).</p>
<p><em>Image source</em>: Goldman Sachs 2009 annual report (<a href="http://www2.goldmansachs.com/our-firm/investors/financials/current/annual-reports/2009-complete-annual.pdf" target="_blank">PDF</a>)</p>
<p style="text-align: center;">———</p>
<p style="text-align: left;">Want to know more about what&#8217;s hiding in routine SEC filings? Check out <a href="http://www.footnotedpro.com/">FootnotedPro</a> our subscription-only service designed for institutional investors. In our most recent report, we profile 10 companies that are likely takeover candidates.</p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/goldmans-curious-partnership/feed/</wfw:commentRss>
		<slash:comments>1</slash:comments>
		</item>
		<item>
		<title>The jet-plane shuffle continues at Williams Sonoma</title>
		<link>http://www.footnoted.com/my-big-fat-deal/the-jet-plane-shuffle-continues-at-williams-sonoma/</link>
		<comments>http://www.footnoted.com/my-big-fat-deal/the-jet-plane-shuffle-continues-at-williams-sonoma/#comments</comments>
		<pubDate>Mon, 10 Jan 2011 15:27:37 +0000</pubDate>
		<dc:creator>Theo Francis</dc:creator>
				<category><![CDATA[Blog-reel]]></category>
		<category><![CDATA[My big fat deal]]></category>
		<category><![CDATA[aircraft]]></category>
		<category><![CDATA[CEOs]]></category>
		<category><![CDATA[frequent flyers]]></category>

		<guid isPermaLink="false">http://www.footnoted.com/?p=5708</guid>
		<description><![CDATA[Most people think of Williams-Sonoma (WSM) as a purveyor of gizmos and furnishings for the kitchen and home. Here at footnoted, we also see it as a busy part-time broker of executive aircraft. This time, they&#8217;re planning to buy the former boss&#8217;s Bombardier Global 5000, a corporate jet that Bombardier describes as a &#8220;powerful and luxurious aircraft [...]]]></description>
			<content:encoded><![CDATA[<p style="text-align: left;"><a href="http://www.footnoted.com/wp-content/uploads/2011/01/BombardierGlobal5000.png"><img class="alignleft size-medium wp-image-5709" title="BombardierGlobal5000" src="http://www.footnoted.com/wp-content/uploads/2011/01/BombardierGlobal5000-300x139.png" alt="" width="300" height="139" /></a>Most people think of Williams-Sonoma (WSM) as a purveyor of gizmos and furnishings for the kitchen and home. Here at footnoted, we also see it as a busy part-time broker of executive aircraft. This time, they&#8217;re planning to buy the former boss&#8217;s <a href="http://www2.bombardier.com/en/3_0/3_2/3_2_3/3_2_3_1_1.jsp" target="_blank">Bombardier Global 5000</a>, a corporate jet that Bombardier describes as a &#8220;powerful and luxurious aircraft [that] provides unequalled comfort, at unmatched speeds and over unsurpassed distances&#8230;&#8221;</p>
<p style="text-align: left;">Williams-Sonoma, of course, is the company that we <a href="http://www.footnoted.com/earnings-quality/maybe-williams-sonoma-should-start-selling-corporate-jets/" target="_blank">footnoted in 2008</a> for collecting $46.8 million from selling its Bombardier Global Express, a gain of some $16 million on the original purchase price.</p>
<p style="text-align: left;">This time, however, the plane is owned by WHL Management LLC, a company that in turn was owned by W. Howard Lester, the former chairman and CEO of Williams-Sonoma. Lester retired in May and <a href="http://www.williams-sonomainc.com/company-overview/howard-lester/" target="_blank">passed away</a> in November at age 75. (Williams-Sonoma has an <a href="http://www.williams-sonomainc.com/company-overview/howard-lester/" target="_blank">online tribute</a> to him.)</p>
<p style="text-align: left;">In the run-up to Lester&#8217;s retirement, the company inked a <a href="http://www.sec.gov/Archives/edgar/data/719955/000119312510013054/dex101.htm" target="_blank">retirement and consulting agreement</a> with him last January that guaranteed Williams-Sonoma an option to buy the jet for $32 million on May 16 of this year. (We wrote about his retirement deal <a href="http://www.footnoted.com/my-big-fat-deal/williams-sonomas-recipe-for-an-upscale-retirement/" target="_blank">here</a>, and his successor&#8217;s pay-package <a href="http://www.footnoted.com/my-big-fat-deal/hot-off-the-grill-at-williams-sonoma/" target="_blank">here</a>.) The actual lease agreement between Williams-Sonoma and Lester&#8217;s company doesn&#8217;t seem to have been <a href="http://www.sec.gov/Archives/edgar/data/719955/000095013010002652/dex101.htm" target="_blank">amended</a> to reflect the change until May, in an <a href="http://www.sec.gov/Archives/edgar/data/719955/000095013010002652/d8k.htm" target="_blank">8-K</a> filed June 1.</p>
<p style="text-align: left;">As required by that agreement, the company notified WHL Management on January 3 that it does indeed intend &#8220;to exercise the option to purchase the aircraft at the end of the lease term, on May 16, 2011.&#8221;</p>
<p style="text-align: left;">But don&#8217;t count on that being the end of the Williams-Sonoma jet jockeying: Plenty can change between now and mid-May. The company even adds:</p>
<blockquote>
<p style="text-align: left;">&#8220;However, on or prior to the end of the lease term, the Company expects to enter into an agreement to lease the aircraft from a third party on terms no less favorable than those in the current lease.&#8221;</p>
</blockquote>
<p style="text-align: left;">None of this has been a small endeavor, mind you. In hashing out the May amendments, the company and Lester each were &#8220;independently and separately advised by aviation counsel,&#8221; and Williams-Sonoma&#8217;s board separately &#8220;retained and was advised by an independent aviation consultant.&#8221;</p>
<p style="text-align: left;">Nor is the Bombardier any slouch of a jet, though we&#8217;re told by aviation industry insiders that it&#8217;s not exactly lavish either. Here&#8217;s a <a href="http://businessaircraft.bombardier.com/en/3_0/3_2/3_2_10/pdf/G5000_9340_eBrochure.pdf" target="_blank">PDF brochure</a> for a 2009 &#8220;pre-owned&#8221; Global 5000 listed for sale on Bombardier&#8217;s website. The one Williams-Sonoma has been using, according to a schedule included with that <a href="http://www.sec.gov/Archives/edgar/data/719955/000095013010002652/dex101.htm" target="_blank">June 8-K</a>, boasts a laundry-list of features, including &#8221;Standby Analog Telephone Jack and Loose Equipment Handset (in Cockpit),&#8221; six monitors of various sizes, floor-mat heaters for the entrance area, six &#8220;Recliner Type Legrest, Single Seat,&#8221; eight flexible reading lights, two wide single seats, a manual-fill espresso maker, a &#8220;three place divan,&#8221; and even &#8220;Addition Fwd Cabin Windows (in Fwd Lavatory)&#8230;&#8221;</p>
<p style="text-align: left;">Considering that Williams-Sonoma valued Lester&#8217;s personal use of the company&#8217;s aircraft at $463,249, we&#8217;re betting the jet will get plenty of use no matter who winds up with  it. Sadly, we&#8217;re not sure just how much benefit Williams-Sonoma shareholders reap in the process.</p>
<p style="text-align: left;"><em>Image source</em>: Bombardier website &amp; brochure</p>
]]></content:encoded>
			<wfw:commentRss>http://www.footnoted.com/my-big-fat-deal/the-jet-plane-shuffle-continues-at-williams-sonoma/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
	</channel>
</rss>

