Daily Archives: May 1, 2007

IPO Filing: Virgin Mobile USA INC.

Tuesday was the filing date for Richard Bransons’s Virgin Mobile USA Inc.  The company is proposing an IPO for up to $100 million in securities sales, although this number can change as initial filings often include a mere token amount purely for filing purposes.

Sprint Nextel (S-NYSE) and Branson’s Virgin Group will own two different classes of stock, which will make this deal that much more complicated.  Terms were not disclosed, but it will have the ticker "VM" on the New York Stock Exchnage.  Underwriters have been listed as Lehman Brothers, Merrill Lynch, and Banc of America.

2006 revenues grew more than 10% from 2005 to roughly $1.1 Billion, although it still posted losses of $36.7 million. Its most recent subscriber date in 2007 showed some 4.88 million customers of prepaid wireless.

This will compete directly with Leap Wireless (LEAP-NASDAQ) and the filing comes two weeks on the heels of MetroPCS Communications Inc. (PCS-NYSE) IPO.  Despite the dual stock class and the tie-up of being locked into a borrowed network from Sprint, anything tied to Richard Branson seems to get its fair share of publicity.

Jon C. Ogg
May 2, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Will Microsoft’s Silverlight Rule Web Video?

Stock Tickers: MSFT, ADBE, DIVX, CBS, GOOG, TWX

It is a little easy to get caught up in the earnings shuffle during weeks three through seven at the start of each quarter.  But some things that are not earnings related need covering, and the most recent video showing how Microsoft’s (MSFT-NASDAQ) release of Silverlight will power news.  It isn’t just news, its user generated content mixed with news and mixed with user-generated or professional marketing.  The president of CBS’s (CBS-NYSE) general manager of the Digital Media Group, Jonathan Leess, showed a demo of what it has in store down the road.  The first video is featured by Cnet.

Silverlight was launched in beta was rolled out a couple weeks ago, but much of the coverage this week is being demo’d more on the web.  This is from Mix ‘07, Microsoft’s conference in Las Vegas devoted to web developers and designers.  Microsoft itself even showed how this can even target user-generated marketing.  Microsoft will host a streaming video service that stores and hosts video for its new Silverlight online media platform for web developers, plus it will ship Microsoft Expression Studio for graphic design and animation that will allow designers to create apps for the Internet and for Windows.  Silverlight is supposed to be available (beyond the current beta) for the public this summer, and Microsoft seems get the picture: it is compatible with Apple’s (AAPL-NASDAQ) Safri and even Mozilla’s FireFox.

Adobe (ADBE-NASDAQ) investors don’t seem to scared yet.  Shares closed up marginally by 0.4% on Tuesday at $41.73, just over $2.00 under the $43.95 highs (and way up from the $25.98 lows of last year).  The raw truth is that even a behemoth coming into a newer space has had a very hard time unseating the industry standard.  Even lower prices do not always assure victory, because retraining and downtime are major hurdles.  Michael Arrington of TechCrunch has an article full of praise, even by staunch critics, noting that some of the more interesting new web applications will be built on the platform.

The forward guidance ‘warning’ on Tuesday out of DivX Inc. (DIVX-NASDAQ) may have been growing pains more than anything tied to Silverlight, but it is awefully coincidental.  The company said its revenue guidance of $16.7 to $18.7 million is more seasonality, and analysts were expecting $18.25 million.  Its shares slid some 14% to $17.10 in after-hours trading, and this is now a new low for the shares.  Oddly enough, the president sold over 25,000 shares and the CFO sold 10,000 shares of common stock just last week, and officer selling immediately before earnings is often a red flag (even if it is part of a pre-set 10b5-1 trading plan).

Every year convergence is promised and we are "yet one year closer."  The old rule of thumb is that the more things change, the more they stay the same.  But if you throw off the skeptic’s hat you really do look much, much closer than ever before.  Now it might just boil down to how many different media players people are willing to keep on their desktops, and how many people are willing to create the mass content with little to no incentive for ‘most’ of it. 

Will Google’s (GOOG-NASDAQ) YouTube open up and allow this platform?  What about Time Warner’s (TWX-NYSE) AOL Videos?  What about all the other platforms?  As you can see there are more questions, but the consumer looks to score here even if the companies end up going into a platform war.

Jon C. Ogg
May 2, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

i2 Technologies falls 30 percent but they’re not dead

i2 Technologies Inc. (ITWO) just reported perhaps their worst quarter ever today. The stock is down over 30% after falling short of Wall Street’s expectations and announcing the CEO will be leaving at year end.

Missing estimates and announcing the No. 1 guy is leaving on the same day is about the worst possible combination you can ask for when you’re a publicly traded company. I’m sure the whole team in Public Relations was kicking back a few margaritas when they came up with this game plan.

The company earned $3.5 million, or 13 cents a share, on revenue of $65.6 million. Take away all the items and ITWO walked away with 16 cents a share. Analysts were expecting earnings of 22 cents a share on revenue of $64.9 million – slight miss.

CEO Michael McGrath said – "Our earnings and cash used in operations for the first quarter were generally in line with our internal expectations. While we were disappointed with our software solutions and maintenance revenue as well as our software solutions bookings in the quarter, we were pleased with the strong growth we achieved in our services business this quarter as compared to the first quarter of 2006. This growth highlights our continuing transition to a solutions-oriented provider."

He should have said the "roof is on fire everyone, get out of the building, quick!!" What does he care, he’s leaving the company? But the company isn’t closing its doors America, granted they had a terrible day on the market but they aren’t done.

I definitely do not like the $86.3 million total debt they reported but they did manage to grow revenue by $1.6 million from the last quarter. Not impressed? No one is, thus the 30% drop in the stock making it Wall Street’s biggest loser today. Still, they did bring in $65.6 million in revenue for the quarter.

i2 did manage to land a big client this quarter – Costco (COST). The wholesale giant will be implementing solutions from i2 to improve performance and lower their transportation and distribution costs. So if i2 can leverage this relationship and score some more business in the coming months, they should manage to stay away from setting a new 52-week low. Time will tell, but if the stock market starts to turn, I would shy away from picking up shares of i2.

Shares of i2 are edging up less than 1% after hours at $17.90 a share, so that makes up for today’s performance.

Frank Lara Jr.

Frank Lara Jr. can be reached at feedback@247wallst.com; he does not own securities in the companies he covers.

Cramer’s Speculative Telecom Plays (CIEN, TLAB)

Cramer also came out on CNBC’s MAD MONEY with some speculative stocks in telecom, even though his main focus in telecom is being defensive right now.  He said that the telecom expense expansions are back on track.  As far as who will get the growth Cramer’s got two plays here:

Tellabs (TLAB) is the spending play for AT&T (T) U-verse roll-out.  He likes their "last mile technology" for broadband and terminals.

Ciena (CIEN) is the spending play for Verizon’s (VZ) FiOS roll-out. 

These stocks have histories and Cramer noted that you can’t stay too long in the recoveries.  Cramer also recommended taking profits on these as the contracts roll in.  Cramer even said that Alcatel-Lucent (ALU) may need to make an acquisition after their horrible quarter, and either stock would fit the bill.  Before getting too excited about these picks as fresh, Cramer did come out with these just yesterday already and has been making positive comments on them in recent days.  Regardless of whatever these stocks do, please be aware that under no circumstances are these "defensive" portfolio plays.  Most of these telecom equipment and optic roll-out plays have been boom and bust and back again.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers

Cramer’s Second Defensive Telecom: Alltel, As A Takeover Candidate (AT)

Cramer made another defensive pick on telecom stocks after seeing weak retailers, weak autos, and even weaker housing.  His first pick was Verizon (VZ-NYSE) over AT&T (T-NYSE), but his second defensive stock in telecom land is Alltel (AT-NYSE).  Cramer thinks this wireless telecom play could be acquired.  Cramer didn’t think this would be a winner until going over the wireless comments out of Verizon and AT&T, particularly since this has the rural telecom advantage.  Cramer thinks that Sprint (S-NYSE) could acquire it (even though Sprint could be acquired by AT&T or Verizon if the stock falls too hard).  Cramer also noted that the WSJ discussed merger speculation in the sector.  Any of the major telco’s could decide that Alltel is cheaper to just buy than to try to build.  In the recent press release and conference call management refused to address its strategic review, and Cramer thinks that it is close to a deal.  He likes the fundamentals of the stock so he is not just speculating only a buyout.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Cramer’s First Defensive Telecom Stock: Verizon

On CNBC’s MAD MONEY tonight, Jim Cramer discussed retail signaling that you need to build a defensive portfolio.  Telecom is actually defensive right now after seeing Verizon’s (VZ) and AT&T’s (T) quarters.  Cramer is making a change tonight even though he likes both of those stocks: Cramer didn’t say that AT&T is a sell at all, but any new money in the safer telecoms should go toward Verizon.  The company has a 4.3% yield and is more defensive with a reputable CEO.  He thinks the wireless business is going very well with more than 14% growth year over year and the highest retention rates.  The real money that Cramer sees will come from FiOS warring against cable in accelerated revenue growth.  Cramer likes the Triple Play, and that is going to help Verizon and that convergence is actually not a joke this time around.  He also likes the leverage it now has over Vonage.  Comparing AT&T versus Verizon, Cramer says he’s for Verizon now for any new money in the sector.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Yum! Brands Yummy Earnings

Yum! Brands Inc. (YUM-NYSE) has issued results:  $0.70 EPS and $2.223 Billion versus $0.64 & $2.16 Billion estimates.  During the first-quarter 2007, Yum! repurchased 3.9 million shares at an average purchase price of $59.04.

Yum is raising fiscal targets: EPS outlook to at least 11% growth or $3.23 based on the continued strong growth from our China and YRI divisions. The company’s prior EPS guidance for 2007 was at least 10% growth or $3.21 per share.  Wall Street currently has estimates of $3.23 EPS for 2007.

China offset weak Taco Bell sales in the US.  The company does admit that two adverse incidents at Taco Bell accounted for enough negative publicity to hurt Taco Bell sales (after being linked to e.coli and the NYC rat incident).  Total restaurants in the system were up 2% to 32,558 units.  Strength overseas is a powerful tool and the company plans to open 1,000 units this year.

Restructuring continues: the current three-year U.S. refranchising plan through 2008 is to sell approximately 1,500 company restaurants to franchisees, which will increase U.S. franchise ownership to approximately 83% of the system from 77% today. 

So far shares are up 2% to $64.50 in after-hours trades, which would be a new 52-week high.  The 52-week trading range is $44.21 to $63.68.  Here was what we noted on the rat case on February 23, 2007.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Chipotle’s Spicy Earnings (CMG)

Chipotle Mexican Grill, Inc. (CMG-NYSE) has posted results: $0.38 EPS and revenues $236.1 million, compared to estimates of $0.32 & $228 million. It also issued same store sales of +8.3% and 0.5% higher operating margins at 20.7%.  Comparable restaurant sales growth was primarily due to an increase in customer visits.

We do not have exact guidance, but here is a comment from the company: "We are increasing our 2007 outlook for comparable restaurant sales and new restaurant openings, and we expect our openings to be level loaded throughout the year. We remain confident in our ability to grow diluted earnings per share at an average annual rate of at least 25% over the long-term."

For the full year 2007, management is increasing its expectations of comparable restaurant sales increases and new unit development as follows: Comparable restaurant sales increases in the mid to high single digits; 110 – 120 new restaurant openings.

Chipotle (CMG) shares are trading up 4% after the report at $69.00, and that would be a new 52-week high above the $68.00 level.  Its 52-week trading range was $455.82 to $68.00.  This is also after the short interest shrank in April to 4.66 million shares from the 4.819 million shares in March.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

The 52-Week Low Club

Circuit City (CC) Restating past results and pulling guidance are not good things. Surprising the the retailer’s management are still in their jobs. Drops to $15.31 from 52-week high of $31.54.

BearingPoint (BE) Consulting firm was slow to file quarterly report. Stock never moves much. Down to $7.25 from 52-week high of $9.51.

Omnicare (OCR) Pharma provider to nursing homes misses revenue targets and guidance. All hell breaks loose. Drops to $32.25 from 52-week high of $58.02.

Sterling Financial (SLFI) Company says it plans to restate its financial results for 2004 to 2006 due to an internal investigation into contract irregularities. Down to $14.42 from 52-week high of $24.20.

FiberTower (FTWR) Cellular service company still dropping after bad quarter. Down to $4.30 today from 52-week high of $15.90.

Spansion (SPSN) Memory market has larger than expected loss. Dips to $9.49 from 52-week high of $18.59.

AudioCodecs (AUDC) Provider of VoIP technology misses earnings. Down to $6.41 from 52-week high of $14.00.

Douglas A. McIntyre

Hold On. Newspaper Companies Aren’t Worth 7% More

As WC Fields said: "Never give a sucker an even break, never wise up a chump."

Newspaper stocks are up in sympathy with the News Corp (NWS) bid for Dow Jones (DJ). But, Murdoch & Company want the publisher of The Wall Street Journal for some specific reasons. The two most important are to pick up a stable-mate for Fox’s new business channel; the other is that Murdoch can pretty much buy what he wants, even if he overpays.

And, he will be overpaying for Dow Jones. The business publisher did a little over $100 million in operating profit last year. And, News Corp is offering $5 billion.

The New York Times (NYT) is up 8% on the news. The Journal Register (JRC), one of the worst run newspaper companies, is up 9%. Even Gannett (GCI) is up over 3%, although it is beginning to settle back as the market digests the news.

Dow Jones is a special situation. The value of the rest of the industry has not gone up by a dime.

Douglas A. McIntyre can be reached at douglasamcintyre@247wallst.com. He does not own securities in companies that he writes about.

Cramer Talks the News Corp. & Dow Jones Merger (NWS, DJ)

On Today’s STOP TRADING Jim Cramer said he believes that the News Corp. (NWS) bid for Dow Jones (DJ) will succeed, but it may not stop there.  In 1996, Rupert Murdoch was considering paying $73.00 for the company but he was being blocked by insiders who were opposed.  The powers that were against Rupert Murdoch before are no longer there and the deal will go through.  Private equity could provide numerous white knights and competing bidders.  The current $60.00 may be a floor and bids could go higher.

On Proctor & Gamble (PG), Cramer said he actually prefers Avon Products Inc. (AVP) better. 

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

GM, Ford, Toyota: April Sales Mixed Bag

At least Toyota (TM) is not invincible. Its US sales fell in April from 220,000 to 210,000, a drop of about 4%. But, last year’s month had two extra sales days. On that basis, Toyota sales rose a little less than 4%. The monthly comparisons are pesky with the different time frames.

Sales for the DaimlerChrysler (DCX) Chrysler unit did better than expected, up 2% to 193,000. Mercedes sales were flat at 21,000. Those numbers are unadjusted for differences in sales days.

Ford (F) was beaten like a mule, down 13% to 229,000. Car sales were down 24%. Again, these are not adjusted for the month being 26 sales days last year and 24 days this year.

GM (GM) posted a 9.5% decline in April U.S. light vehicle sales to 307,554 cars and trucks from 339,796 a year ago.

No winners.

Douglas A. McIntyre

LSI – Assessing the Trap of the “Cheap Tech Stock” (Update)

LSI Corp. (LSI) is a great case study of how low valuations can go for a company with favorable long-term trends, but also a lot of fires in the kitchen. 

LSI’s merger with Agere Systems (which just closed a few weeks ago) is proving itself to be drastically ill-timed, as Agere warned in March that first quarter sales would be down 12% sequentially from the December quarter.   

This merger of “unequals” consists of an LSI that turned its first net profit in 5 years during 2006, and an Agere that turned its first operating profit ever last year.  The 1st quarter earnings report (which was sans Agere results) offered weak guidance, with management predicting a loss of ($0.49) to ($0.40) in the 2nd quarter and meager profits for the full year. 

And with so much of the $4b merger purchased with LSI equity (379 million shares were issued to fund the purchase), shareholder value has been massively diluted in the past year.

LSI shares currently trade for $8.55, down over 15% in the past month, and yes, still down nearly 80% from its bubble peaks.  Agere shareholders – most of them utterly disappointed with their own stock’s performance in the past few years – probably took the 28% purchase premium as a welcome exit strategy, and have put a ton of selling pressure on LSI shares.

Two of LSI’s three business segments are facing hard times; Seagate (STX) is one of their largest customers and faces both a price war and weakening PC demand in the hard drive segment.  Sales in the company’s largest unit, semiconductors, fell in the quarter ending April 1, 2007, both compared to the immediately previous quarter, and the comparable quarter a year ago.

The company said it is exploring strategic options for the DVD/set-top box business. The current environment wouldn’t be the most favorable to sell into, and LSI would be better served by holding out until the latter half of the year when tech spending is expected to pick up. 

LSI’s storage business, on the other hand, appears well-positioned, with room to gain market share (LSI’s share is consistently in the 20’s across its business lines).  SAS controllers are winning gaining a large fan base to the tune of IBM and HP, and LSI is also gaining share in the small and mid-size business markets. 

With the assets of Agere now under LSI’s belt, expect to see the combined company really try to torque value out of Agere’s intellectual property assets.  Abhi Talwaker, CEO of LSI, has stated outright that Agere’s IP portfolio was one of, if not THE key to deciding to pursue the company.  For a first move, Agere went for a fastball, challenging Microsoft’s (MSFT) VoIP technology in a nasty legal filing made mid-March. 

I am a big believer that intellectual property is going to grow into a market lifeblood down the road; it just might be the last technology battleground.  But there will be winners (like QCOM) and losers (very large graveyard).  Agere is the former brain repository of Bell Labs, which give Agere as much “street cred” as anyone in terms of valuable IP.

It wouldn’t be surprising to hear about some job cuts, as LSI expects to realize about $125 million in cost savings from the merger – and it’s pretty hard to do this without some reduction in the payrolls.  Also, it is of utmost importance for LSI to solidify its cash flow; they are undercapitalized and in need of a stronger cash position to really drive production growth for the remainder of the decade.  Even to get favorable debt terms (they have less than $500 million currently) LSI will have to show some kind of consistent cash flows. 

While the target is moving fast, earnings estimates currently call for a rebound in the second half on higher PC demand and increased tech spending.  The midpoint of full-year EPS estimates is $0.28, with revenue of $2.72 to $2.95 billion expected.  For 2008 the EPS estimates jump to $0.51, giving a forward multiple of 17.1 times. 

That valuation by itself is nothing special, but with so much of the operating costs up in the air, earnings aren’t the best metric at our disposal.  A look at the trailing price/sales ratio shows LSI going for just 1.2x sales, very favorable when compared with industry averages for semiconductors at more than twice that.  Somewhere around here is likely a floor on the stock, where it will likely sit, highly leveraged to both the health of the corporate customer and the advancement of intellectual property rights and precedents.

From Editors–24/7 Wall St.

Media Mania After Dow Jones & News Corp. Merger Talk

Stock Tickers: DJ, NWS, RTRSY, TOC, NYT, WPO, SSP, MNI, BLC, LEE, GHS, XFML

It looks like almost all media stocks are running on David Faber’s report that Dow Jones (DJ-NYSE) is now a target of Rupert Murdoch’s News Corp. (NWS-NYSE).  Here are the companies running:

Reuters (RTRSY), Thomson (TOC), New York Times (NYT), Washington Post (WPO), EW Scripps (SSP), and McClatchy (MNI). Even some of the second and third tier names are benefiting from the move to the likes of Belo Corp. (BLC), Lee Enterprises (LEE), and GateHouse Media (GHS).  The effects could be far-reaching enough that it even benefits the recent Xinhua Finance Media (XFML) for Chinese financial news coverage that recently came public.

This is a big “IF,” but if this deal does occur and if it is allowed to go through and all the parties that be agree to terms, then this deal would be a true game changer.  This could create an entirely new consolidated environment, and it create many other deals if this comes to pass. 

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

News Corp. & Dow Jones: We Will Control All You See and Hear (NWS, DJ)

CNBC’s David Faber is reporting that Rupert Murdoch’s News Corp. (NWS-NYSE) has made a $60.00 per share offer to acquire Dow Jones (DJ-NYSE) common stock.  Dow Jones shares have just screamed up by more than 40% in response to this news.  Because of classes of stock and debt, the real terms on this one could be elusive.  This would be highly subject to the Bancroft family approval, even though this represents a huge premium to the common stock.  As far as the common stock is concerned, this would get all shareholders except those who purchased Dow Jones shares in parts of 1999 and 2000 back above water. 

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Comcast Asks The Phone Companies To Surrender

Comcast (CMCSA) was all excited about its earnings. Revenue rose ot $7.4 billion and operating income to $1.3 billion. The dreaded "triple play" of voice, cable TV, and broadband did well. Cable revenue rose 12% to $7 billion as the company added 644,000 new digital cable subscribers.

But, the really impressive number in the earnings was the voice customer increase. The company added 571,000 new VoIP customers. Those probably came right over from the phone companies. Comcast’s voice service is now marketed to 35 million homes representing 73% Comcast’s service footprint

But, that is not the worst news for the Bells. Comcast’s CEO today said that it expects its phone service penetration to hit 20% by the end of  2009. That is seven million customers if Comcast does not increase the number of homes where it can sell the service.

AT&T (T) and especially Verizon (VZ) keep saying that their new fiber-to-the-home services will eventually take millions of customers from the cable companies. But, someone has to be wrong. Very wrong.

Comcasts cannot end up with over seven million voice customers while the phone companies add millions of "triple play" customers that they would have to take from the cable operators.

The math don’t work.

Douglas A. McIntyre

AMD Financing Terms: Even Stranger Than Expected (AMD)

Advanced Micro Devices (AMD-NYSE) made its 8-K filing last night that discloses more of the terms and conditions of  what we called a "Voodoo Financing" regarding the $2.2 billion convertible note sale that AMD made last week.  We strongly encourage you to read through the full SEC FILING because we have only addressed the parts in summary.  Moody’s did raise the company’s debt ratings yesterday, but if you go in and look at the summary of the call, that really pertains to prior debt offerings and the outlook remains "negative."

The terms for last week’s offering are for $2.2 Billion aggregate of 6.00% Convertible Senior Notes due 2015 via private placement and interest is payable on May 1 and November 1 of each year beginning November 1, 2007 until the maturity date of May 1, 2015.  As far as this being straight forward on the surface, it stops right there.  This offering has triggers and conditions that make you wonder why one would buy this offering and why the shareholders haven’t raised the dead to fight it.

The Company used approximately $182 million of the net proceeds to pay the cost of the Capped Call and paid $500 million of the remaining net proceeds to repay a portion of the October 2006 Term Loan (to Morgan Stanley for financing part of the ATI purchase). The Company expects to use the remaining amount for general corporate purposes, including working capital and capital expenditures.  The company paid $182 million for the Capped Call initial strike price of $28.08 per share, subject to certain adjustments, which matches the initial conversion price of the notes, and a cap price of $42.12 per share.

The company has also entered into a registration agreement with Morgan Stanley where AMD agrees to file a shelf registration statement “as soon as practicable” but no later than July 26, 2007 (only 90 days away) and to make the registration to be declared effective “as promptly as practicable” but no later than October 24, 2007 (6 months).

It goes even further: If the Company does not meet these deadlines then, subject to certain exceptions, additional interest will accrue on the Notes to be paid semi-annually in arrears at a rate per year equal to 0.25% of the principal amount of Notes to and including the 90th day following such registration default, or 0.50% of the principal amount thereafter, for the period during which the registration default is not cured. In no event will such additional interest accrue at a rate per year exceeding 0.50%.

The world must be awash in liquidity.  There is a “item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant”……… In short, the world is back to “off-balance sheet” arrangements.  This drives GAAP watchers nuts, and if the company experiences further problems this will be referred back to over and over.
The conversion rate will be adjusted for certain anti-dilution events; the conversion rate will be increased in the case of corporate events that constitute a fundamental change of AMD under certain circumstances (change of controlling interest); Note-holders may require AMD to repurchase the Notes for cash equal to 100% of the principal amount to be repurchased plus accrued and unpaid interest upon the occurrence of a fundamental change or a termination of trading; Notes rank equally with AMD’s existing and future senior debt and senior to all of its future subordinated debt; Notes rank junior to all of AMD’s existing and future senior secured debt to the extent of the collateral securing such debt and are structurally subordinated to all existing and future debt and liabilities of its subsidiaries.

We encourage you to read the full SEC filing and the “events of default” because this really allows for what could be interpreted as a noose for shareholders who have been getting kicked while they are down. 

The investment bankers were probably laughing over and over on this one.  It is a true voodoo financing and one reminiscent of past blow-ups.  We aren’t just trying to kick the company while it is down, but this one takes the cake.  It really must be true that the more things change, the more they remain the same.   

Shares are down 2% today to $13.54 and are all the way right back down to levels right before this financing was announced (and priced the following morning).  A conspiracy theorist would probably say that the financing was to try to wrestle control or to further hold AMD hostage if things don’t get better.  We’ll stop short of that because it is just a head-scratcher all the way.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Level 3 Falls Completely Apart

If you bought Level 3 (LVLT) shares a year ago, you lost. The stock closed at $5.68 last May 2. It now trades at $5.38. When the stock hit $6.76 in February, it all looked so promising.

The revenue figure for the quarter just released is tricky. The company says revenue rose from $822 million in the same quarter a year ago to $1.056 billion in the just reported quarter. But, Level 3 bought Broadwing in the meantime. And revenue from that company put $236 million into the pot. So, the real growth is in the region of nil.

The company has a bad habit of comparing the first quarter of 2007 to the fourth quarter of 2006. To get the actual quarter-over-last-year-quarter, investors have to dig. It shows that operating income got worse, going from a loss of $57 million last year to $75 million this year. Net income went from a negative $168 to a loss of $647, mostly because of charges the company had to take to refinance debt.

Level 3 also forecast flat revenue for Q2.

Level 3’s management has a long-time habit of cutting its own throat. Refinancing debt improved that balance sheet and moved the stock up recently. But, with poor operating results, who cares?

Douglas A. McIntyre

Microsoft (MSFT) Looks At Buying 247RealMedia (TFSM)

Now that Google has bought Doubleclick and Yahoo! (YHOO) has sucked up Right Media, it appears that Microsoft may be the buyer for 24/7 RealMedia (TFSM). The deal would be much better than the one Yahoo! did. TFSM is up over 30% in the pre-market.

Yahoo! simply picked up an online auction business which tends to get the low level inventory from the web. 247 is really a smaller version of Doubleclick. It serves advertising and screens display ads to target them to a specific demographic.

In the horse race to get into the online ad business, Google has taken the lead, with Microsoft (MSFT) a strong second and Yahoo! way behind.  Here is what we noted back on April 13 before the online advertising sector went nuts.

Douglas A. McIntrye

Liz Claiborne: The Worst Retail Earnings This Quarter (LIZ)

Liz Claiborne Inc. (LIZ-NYSE) is indicated down 20% now in pre-market activity after a severe earnings blunder, and this is so bad that it really looks like perhaps the worst earnings release of any fashion and apparel companies so far this quarter.  The company posted $0.22 EPS on an adjusted basis versus $0.60 estimates.  It also sees a substantial earnings shortfall for 2007 to $1.90 to $2.05 EPS versus estimates of $3.12. The company also posted even lower net results of $0.16 EPS if you include items.  The lowered guidance also excludes the impact of expenses associated with its streamlining initiatives and also excludes additional streamlining and other expenses related to its strategic review.

The CEO statement starts with problems and ends with problems. William L. McComb, CEO: "Clearly, we wish we could have reported better first quarter earnings and provided a stronger outlook for the year. Our first quarter results reflect significant challenges in our domestic wholesale business, partially offset by improved direct to consumer performance. Results were driven by lower than anticipated domestic wholesale re-orders, higher levels of markdowns across the domestic wholesale channel and changes in the retail calendar that shifted some shipments into the second quarter. Beyond these first quarter results, we have seen an acceleration of many of the negative trends that have impacted our wholesale business over the past few years, resulting in Fall orders that are substantially below those levels originally discussed with several of our major retail partners. Due to this increasing pressure in our domestic wholesale business, we now expect a significant shortfall in projected 2007 earnings compared to both our internal plan and last year’s results."

To make matters worse, this was also representative of a 1.6% drop in year over year sales with wholesale apparel falling 7.4%.  Its own retail sales rose 15.6% to $305 million. This just goes to show what can happen to companies when they rely heavily on wholesale third party department stores to sell their merchandise.  This is the worst miss of its kind in recent quarters out of any major men’s and women’s retailers that comes to mind.   The March short interest of 2.62 million shares fell to 2.349 million shares in April, so this was kept under wraps until it was too late.

Jon C. Ogg
May 1, 2007

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.