Research Frontiers Proxy Madness

Few companies can release a proxy statement to which stockholders react by dropping the company’s stock price by 15%. However, Research Frontiers [[refr]] does earn that dubious distinction. When I last wrote about Research Frontiers, the stock closed at $14.93. At a recent price of $5.19 per share, the stock is down over 64% since I called it a ‘failed company’.

While the proxy contains the standard stock options (including $900k to the chairman), stock appreciation rights, and other payments to executives, the interesting part is the company’s take on a shareholder proposal. The proposal reads in full (bold text mine):

 “RESOLUTION: Provide more detail information on film
production quantities and sales.

BE IT RESOLVED: On a quarterly basis beginning within 30
days of the 2008 annual meeting with the previous quarter’s
data, the company shall separately report revenue by license
fees and royalties; and report total royalty revenue that the
licensees are required to report by their license agreement
even though it might be below minimum royalty payments.
Additionally, the company shall provide information on how
much film is produced for sale as reported by licensees as
required by their license agreement. This information can be
aggregated for all licensees so that any individual licensee’s
information remains confidential
.

Rationale for adoption: While there has been reported film
production and sales going back many years, there has not
been any officially reported measure of film produced or
revenue from sales that would inform shareholders of the true
extent of the commitment by licensees to develop SPD
products. In as much as the Company is 100% dependent on
licensees for SPD film production and sales, this information
equates to the viability of the Company and the only way to
fairly value the Company. Additionally, the Company has
over the years, partnered with licensees in the release of
information about SPD products for sale and sold but there
has been no information given to independently verify this.”

Unlike most shareholder proposals, this seems like a reasonable request for Research Frontiers to provide more detail on what its licensees are actually producing. The company’s reason to reject the proposal argues that the proposal would require giving out the licensees’ proprietary information, but the proposal clearly indicates that only aggregate disclosures would be necessary. More likely, the company wants to avoid disclosing that few if any actual products are being manufactured and shipped and all its revenues are coming from license fees and not from royalties on actual products.  Considering that in 2007 Research Frontiers reported $402,000 in revenue and yet boasts a large lists of licensees (see the 10k for details), I find it hard to believe that any of the licensees are shipping actual products and paying royalties.

More information:

2007 10K
2008 14A (Proxy Statement)

Disclosure: I have no position in REFR. I have never smoked reefer or coral reefs. I once took one puff on a cigarette but I did not inhale. I have a disclosure policy.

SEC: You can’t always trust press releases

In 2006, the investors in Southwestern Medical Solutions (then traded on the Pink Sheets) were informed via multiple press releases of the joyous news that the FDA had approved the company’s diagnostic tests. However, the SEC alleges that these were not true:

The complaint also alleges that Southwestern submitted false and misleading information about its business to the Pink Sheets, an inter-dealer electronic quotation and trading system in the over-the-counter securities market. The complaint further alleges Hedges, Powell, and Meecham were responsible in various capacities for preparing and disseminating the false press releases and false information provided to the Pink Sheets.

See the litigation release or the detailed complaint (pdf). If history is any guide, those individuals behind the company will only be forced to pay a small fine.

The coming mortgage crisis

If you read the papers and watch the news, you may believe that we are in and have been in a subprime mortgage crisis for the last year or so. That is true. Many pundits are also saying that the subprime crisis is nearing its end. That is also true, to a point. Subprime mortgage troubles will not inflict that much more damage on the broader economy. However, prime and Alt-A mortgages with toxic features will cause troubles that will make the current troubles look like a walk in the park. Furthermore, broad-based declines in housing prices will start to wreak havoc on housing markets across the country.

The Cataclysmic Shift

The problem with the housing market bulls is that they are thinking within the framework of past housing downturns. The current downturn is unlike any other since the Great Depression. No other downturn has started with houses so overpriced relative to rents. Few downturns started with such reasonable interest rates. No other downturn saw double digit house price declines across the country. This downturn is different, and it is going to lead homeowners (or homedebtors, as the Irvine Housing Blog calls those who have little equity) to change their behavior in ways that only the pessimists such as myself anticipate.

The problem with most predictions is that they are linear extrapolations of the past into the future. Have global temperatures been rising? They will continue to rise at the same rate. Has crime been increasing? It will continue to increase at a similar rate. The problem is that significant change often comes suddenly. That is why no one who knows anything is worried about the gradual increases in the Earth’s temperature that will occur if global warming continues. What really scares people is the possibility (however remote) that the changes could accelerate or could cause something unexpected to happen (such as the jet stream moving or the ocean currents changing). A thorough review of the history of global temperatures reveals that such cataclysmic change is not unusual.

In the case of housing, the cataclysm will come within the next couple years. It will be fueled by two factors: option ARM mortgage recasts and house price declines. (Slate has a worthwhile take on what will happen, but its analysis is less detailed than mine.)

Why House Prices will Continue to Decline

House prices are elevated relative to rents and relative to incomes, especially in the hottest markets, such as California, Nevada, Florida, and Arizona. However, price increases in middle America have been no less astonishing. One example with which I am all too familiar is the house I just sold in the Saint Louis suburb of Maplewood. Zillow has a decent graph of the house’s value, although it is not completely correct. If you look at the county assessor’s website (and search by the address) you can see that the house sold for $100k back in 1997 and then for $188k in 2004. I just sold it for $165k. Over this period of time few renovations of note were done on the property and the neighborhood did not improve significantly. The employment situation in the area has not changed. So from 1997 to 2004 the house appreciated by 88%, while between 1990 and 1997, during great economic times, the house appreciated by only 25%. In relation to both rents and area incomes, the house is still probably 20% overvalued.

Housing Starts

Moving from the anecdotal to the statistical, we can see that this is not an isolated situation. The chart above shows housing starts and permits for the last 30 years. Over this period the population has increased at a fairly steady rate. Since 2003 there have been too many houses built. This will lead inevitably to falling prices.

Orange County Price to Income

If you look at the ratio of income to house prices in the above graph (from Piggington’s Econo-Almanac), you will see that house prices are way higher than they should be relative to incomes (while this graph is for one area of California, prices are elevated relative to incomes across most of the country). While creative financing can lead to a bubble in prices, there is no way for house prices to remain unaffordable indefinitely.

Price to Rent ratio

Another thing to consider is that house prices remain tethered to rental prices over the long term. If renting is cheaper than buying, people will choose to rent rather than buy and house prices will fall. House prices have never been so much higher than rental prices than they are now. Above is a chart of the ratio of the OFHEO house price index to the CPI-Owner’s equivalent rent.

Foreclosures

Another factor weighing on prices is the increase in foreclosures. Banks that own foreclosed houses are motivated sellers and they will cut the prices so that they can sell their inventory. Increasing foreclosures will increase supply and decrease prices of transactions. Why pay $200k for a house when your neighbor but his out of foreclosure for $140k? Foreclosures are actually understated because banks often don’t have the manpower necessary to foreclose and sell delinquent properties.

The foreclosure problem will soon get much worse. Considering that it often takes over half a year (and can take much longer) between when a homedebtor falls behind on a mortgage and when the house is repossessed, the current wave of foreclosures began before house prices had fallen significantly. With prices now down 20% in many areas and 30% or more in some areas, the rate of foreclosures will increase drastically over the next year. Those that need to sell and who have little equity will be unable to sell for more than they owe. Short sales are difficult, so foreclosure will be the last resort for many who need to move.

Even though asking prices for houses have fallen dramatically already, they have not fallen nearly enough: witness the low volume of house sales relative to prior years. In the graph below we can see that the spring selling season in San Diego has been a bust, as it has elsewhere (image from the Bubble Markets Inventory Tracker blog).

sd-house-sales.jpg

Option ARM Recasts

Besides falling house prices, another factor in the coming mortgage crisis is the coming recasts of millions of option ARM mortgages. Most of you will be familiar with the problem of interest rate resets on ARMs (adjustable rate mortgages). This problem is well-known. Almost all ARMs have fixed rates for the first couple years and then the rates reset to market rates. Considering the current low interest rate environment, this problem is likely overblown.

imfresets.jpg

The greater problem, however, is recasts. Option ARMs allow for the choice of the size of the payment. Homedebtors can choose to pay an amortizing payment (such that their mortgage balance is reduced), an interest-only payment, or a negative-amortizing payment, where their mortgage balance increases. Recent data from Countrywide indicates that 71% of borrowers with option ARMs are only making the minimum, negative-amortizing payment. Option ARMs have provisions such that when the mortgage balance exceeds the original mortgage by 10% to 15%, the loan converts into a fully self-amortizing loan. Considering that many of these loans were made over the last few years (beginning in 2005), we should start to see a number of recasts. When a mortgage recasts, the payment size can easily double or triple. Those who could afford their payments before will no longer be able to do so.

Option ARMs are highly prevalent, especially in the most bubbly markets. See the following map and click on it for a larger version (courtesy of the Irvine Housing Blog):

map_of_misery.jpg

The Coming Crisis

The coming crisis will be caused by option ARM recasts, falling prices, and banks’ increasing reluctance to lend. The crisis will manifest itself in people simply walking away from houses where their mortgage is worth more than the house. Considering how many people have used home equity loans to remove equity, how many have had negative amortization in their loans, and considering how small down payments became over the last few years, very few homeowners will be left with equity in their houses. Economy.com currently estimates that 9 million households have negative equity. That figure could easily double or triple as house prices fall by another 20% to 30%.

The assumption on the part of mortgage lenders, regulators, and housing market optimists is that as long as people can afford to pay their mortgages, they will. But homedebtors faced with 20% to 30% negative equity will be much better off going through foreclosure than they will paying off their debts. Helping them is the fact that in a number of states, purchase money mortgages are non-recourse debt, meaning that banks cannot sue to recover the money they lose. The sheer number of foreclosures will mean that banks will not have the manpower to go after domedebtors even when they want to do so.

The rising tide of foreclosures caused by people walking away from houses in which they have negative equity will act as part of a positive-feedback loop to increase the rate of price declines. The housing market is not getting better anytime soon and it will soon get much, much worse.

An Eclectic Guide to Discount Brokerages

There are many people with opinions on stock brokerages, but few who have used as many as I have. While I would love it if there were one broker that was best for everyone, there is not. So here are my picks and pans. I note when I have used a broker.

Best Broker for Investors

Scottrade is far and away the best broker for long-term investors who do not trade very often. Trades are cheap ($7), nuisance fees are minimal, and fills on orders are good. There are a large number of no-transaction fee mutual funds, and trades of other mutual funds are just $17 each. There is also a low minimum balance of $500. While my account at Scottrade is currently inactive, I will likely transfer some IRAs to Scottrade from E*Trade.

Best Broker for Short Sellers

At the moment this is a tie between Think or Swim and Interactive Brokers. I have been using Interactive Brokers for awhile and I am just trying out Think or Swim. These are the only two discount brokers of which I am aware that allow short selling of stocks under $5 and OTC and Pinksheets stocks. They also both have decent systems for telling if shares are shortable. Interactive Brokers has a color-coded alert in its Trader Workstation, while Think or Swim will tell you whether a stock is hard or easy to borrow. Most brokers will not tell you that information prior to placing a short sale trade. Think or Swim and Interactive Brokers have different pricing systems, so depending upon how you trade one may be cheaper than the other.

Best Broker for Mobile Traders

While many brokerages have WAP trading platforms for mobile phone browsers, Think or Swim has dedicated applications for Blackberries, Windows smart phones, and (coming soon) iPhones. If you think you might do significant trading from your phone or PDA, Think or Swim is the best bet.

Best Brokerage for Trading Foreign Markets

While E*Trade garnered much attention when it introduced foreign trading, Interactive Brokers has been doing it longer and does it much better. Trades are cheap, market data is accurate, and Interactive Brokers allows trading in many more countries than does E*Trade.

Brokers with Interesting Fee Structures

There are many discount brokers nowadays, some with interesting or unusual fee structures. Sogotrade offers some of the cheapest trades around ($3 per trade or $1.50 per trade with a monthly fee of $10) and I find it quite easy to use (although I quit using it when I consolidated my accounts at Interactive Brokers). It also offers automatic investments so it could be a good choice for both active traders and long-term investors. Zecco offers 10 free trades a month if you have at least $2500 in equity. FolioFN allows creation of what are essentially your own mutual funds and allows you to trade those funds at very low cost. Considering the proliferation of ETFs, FolioFN seems less and less worthwhile to me.

Potentially Worthwhile Brokers

Tradeking has been rated highly by others and it has cheap trades on stocks and options. OptionsXpress is not as highly rated as it used to be, likely because its commissions have not fallen much over the last couple years. Charles Schwab is geared towards people who want a bit of handholding.

Worst Brokerages

E*Trade and Ameritrade win this dubious award. Both charge many nuisance fees and relatively high commissions. The extras that they offer are not useful to anyone who has any clue what they are doing. Furthermore, E*Trade earns a special demerit for being the broker most likely to go bankrupt, due to its ill-fated foray into mortgage-backed securities. I started out with E*Trade, although I moved most of my money out of it last summer and I will transfer a couple IRAs this summer.

Also Rans

There are a number of other me-too brokerages that don’t seem to offer much of anything that better brokers do not offer. Firstrade is pretty much identical to Scottrade, except without all the Scottrade local offices and the size of Scottrade. Ameritrade iZone is a cheaper ($5 per trade) version of Ameritrade, but it does not offer as many features as some other discount brokers and it is not nearly the cheapest. I used iZone for a year and I was not always happy with my order fills.

Disclosure: I have no position in any company mentioned. I currently have funded accounts at Scottrade, Interactive Brokers, E*Trade, and Think or Swim.

Where is the value premium?

One of the quandaries of finance research has been why the value premium (the tendency for low P/B or P/CF or P/E stocks to outperform the market) has not been reflected in the performance of ‘value’ active mutual funds. A new paper by Ludavic Phalippou in the Financial Analysts’ Journal argues that the reason for this is that only the small-caps and micro-caps exhibit a large value premium. What this means is that an investor should either focus on buying small cap value index funds or should buy individual micro-cap value stocks.

The article is not available free online. Following is an excerpt from the paper’s conclusion:

The premise of this article is that if the value premium is a result of both pricing errors and limited arbitrage, then the value premium should be concentrated in stocks that are both held by relatively less sophisticated investors and expensive to arbitrage. Such a concentration is suggested in the literature but has not been quantified. In this article, I show that, indeed, at least 93 percent of market capitalization is free of a value premium. Using institutional ownership (IO) as a parsimonious way to classify stocks by their mispricing likelihood, I show that the value premium monotonically decreases from a high 185 bps for low-IO stocks to a negligible 13 bps for high-IO stocks. This result also holds when returns are value weighted and, importantly, is driven mainly by the long side. Low-IO value stocks are those with the most abnormal returns. The anomaly is a value premium, not a growth discount, as is sometimes argued …

The extreme concentration of the value premium has important practical implications. First, arbitrageurs can expect to face substantial costs when trying to arbitrage the value premium, and those focusing on the stocks most held by institutional investors (the larger, more liquid stocks) will have difficulties generating arbitrage profits. The value premium concentrates where arbitrageurs usually do not go. This reason is also why studies have found that value and growth mutual funds perform the same. Second, studies that select a subsample of stocks that, for instance, either have at least two to five analysts following the stocks or are traded on the NYSE end up with a sample that is almost free of the value anomaly. Such a fact is important to bear in mind when interpreting the results found in such samples.

Sex may sell, but it sure ain’t profitable

The old adage that sex sells may be true, but if an investor wanted to invest in publicly traded peddlers of sex (in all its legal incarnations), that investor would have only a few poor choices. While those choices may soon expand (when Penthouse goes public, as it is expected to do soon), the anti-prude investor should steer clear of this field.

The largest publicly-traded sex-related company, Playboy [[pla]], is the quintessential poor investment. Over the last two decades Playboy stock is up 42%, while the Dow Jones Industrial Average is up 520%. Even as Hugh Heffner continues to cavort with silicone-enhanced playmates one-third his age, the company’s centerpiece magazine continues to lose subscribers.

The story is much the same at cable-smut purveyor New Frontier Media [[noof]], where the stock has appreciated 2% over the last decade. The DJIA is up 64% over the same time period. The problem with cable porn is that it will suffer the same fate as newspapers: it is going to be crushed by internet competition. So despite a cheap P/E of 15, New Frontier will likely be a poor investment.

Rick’s Cabaret International [[rick]], a chain of strip clubs (see a commercial for it here), has been kinder to its investors than the above companies. Over the last decade it has outperformed the DJIA, 270% to 64%. But Rick’s is trading now at a stratospheric P/E of 34, which is out of line with companies most comparable to it: staffing companies such as Administaff [[asf]] and Manpower [[man]], both of which trade at P/E ratios under 15. While Rick’s provides stripping services in branded locations, it is not really that different from staffing firms that provide administrative and other services to companies. It relies upon its ability to recruit skilled workers, and its brand is far less important than the actual capabilities of its workers. Also like the staffing firms, it is vulnerable to a recession.

The last public sex company of which I am aware is the worst, yet it comes with the most wholesome reputation. This company is Berman Center Inc. (Pink Sheets: BRMC). This is a sex therapy center and website that caters to couples looking to improve their sex lives. Its eponymous founder, Dr. Laura Berman, is not only knowledgeable but also good at getting press. She has appeared on Oprah Winfrey’s show and she is a columnist for the Chicago Sun-Times. Despite the advantages the company has, its financials are a mess. The company, with a market capitalization of $12.5 million, has a book value of negative $1.3 million (see the most recent 10Q for details). The company lost $1.3 million over the first nine months of 2007 and lost $1.2 million over the first nine months of 2006. The company is also delinquent in filing its 2007 annual report.

Overall, sex makes for a poor investment, at least in terms of public companies.

Disclosure: I have no position in any stock mentioned. My disclosure policy is considered obscene in Utah, because it is transparent and it prohibits stock fraud, front-running, pump-and-dump scams, and MLM schemes.

Leveraged buyouts and EV/EBIT

As I mentioned previously, screening for companies using EBIT / EV allows for easier comparisons between companies with different levels of debt. However, what truly matters to the investor is earnings yield (or FCF yield, which accounts for necessary reinvestment). A company can change its earnings yield simply by taking on debt and buying back stock.

I’ll take the example of Barbeques Galore, my first great stock pick, which was trading for a 5-year average P/E of 12 at the time I recommended it (in a stock bulletin board and in a defunct stock newsletter). Because the company is a retailer it has very little depreciation and amortization and thus little need for reinvestment—for these reasons earnings should be about equivalent to free cash flow. So this translates into an 8.5% free cash flow yield. There was very little debt on the books. We’ll assume for simplicity’s sake that they had no long-term debt.

BBQZ was taken private for a price of about $9.50 per share, 60% above the price at which I recommended it. This gives the company an earnings yield of only 5% (with earnings at $2 million and cost at $20 million). Was this a good deal?

The answer becomes clear when we take debt into account. Because BBQZ had essentially no debt, they could be loaded with debt to increase the earnings yield. We will assume that ¾ of the purchase price ($30 million) came from debt. With interest at about 5%, that increases the company’s interest expense by $1.5 million per year. Earnings do not fall by that amount, though. We need to look at EBIT and reduce that by $1.5 million, since taxes take a fixed proportion—not a fixed amount—of earnings after interest. Assuming a 40% tax rate, EBIT was $3.3 million before the buyout. After subtracting interest expense of $1.5 million and tax of 40%, we arrive at earnings of $1.1 million. Compared to the equity value of the company outstanding ($10 million), we now have a company with an 11% earnings yield. Not bad. Since the underlying operating characteristics of BBQZ remain the same, EBIT / EV remains the same (although EBIT/EV is lower than before the buyout was announced, since the buyout was at a premium to market price).

After adding a sizable amount of debt to the company the earnings yield doubled. This is the logic behind all leveraged buyouts (LBOs). If a company has consistent cash flow and debt is cheap, it makes sense to increase the debt to increase the earnings yield. The only time this is bad is when too much debt is added and the company risks not being able to pay its debt.

How does this matter to us as investors in public companies? We should try to examine companies by their EBIT/EV ratio rather than just their P/E ratio. This gives us a sense of how profitable the company’s underlying business is. Almost any company can look great if given a lot of cheap debt. A great example of this is Long Term Capital Management. They were a trading company run by the best of the best. They engaged in risk arbitrage. Their unleveraged profit margin was only about 2%. However, because they could obtain so much debt financing at such little cost, their investors saw 30-40% annual returns (until the company imploded, but that is another story).

Timothy Sykes is full of bullship

[Edit 8/18/2009 – Since writing this article I have changed from Tim Sykes’ biggest critic to his biggest fan. Please see this article on my new trading blog about how my opinion  of Tim Sykes changed.]

Timothy Sykes, the boy wonder who turned $12,000 into $1.65 million while still a teenager, has abandoned his hedge fund Cilantro to re-create his day-trading achievement in full view of the internet on his new blog. Sykes is best described as young, brash, egotistical, and annoying. Of course, an impartial observer would describe me in much the same way. Timmay and I also share the preference for shorting stocks over buying them. But rather than being two peas in a pod, we are polar opposites: Tim is the quintessential short-term trader and I am the archetypal buy-and-hold value investor.

I am not like some people who say that day trading is a crock and that it never works. It can work for some people some of the time. The problem with Tim Sykes is that he encourages others to follow in his footsteps by buying his $297 DVD trading seminar. There are several problems with buying a trading system such as Tim’s:

  1. Even assuming that some strategy works, if enough people follow that strategy it will cease to work. This is exactly what happened to Richard Dennis, the noted commodities trader, who famously lost tens of millions of dollars in 1988 after his trend-following strategy stopped working. Sykes of course likes trading microcap stocks with relatively thin markets. This means that his system is especially prone to break when too many people start using it.
  2. Trading takes a lot of time; this is particularly true for Timmay’s day trading and momentum trading. Most people have jobs, and very few people have enough in savings and enough trading talent to make a lot of money trading. So for most people, time learning to trade would be better spent nurturing their career or working a second job.
  3. Trading any system takes incredible self-restraint and guts. Very few people have the self-control to be able to stick to a system even when it is not making money. This is even harder if a trader buys a system (say, from Tim Sykes), because it is harder to become truly convinced in the system if that trader did not invent it himself or herself.

Traders and investors should steer clear of Sykes’ DVD and his trading system. Those few who could be good traders would likely do better developing their own system rather than following Tim’s. Of course, I find Tim amusing, so I encourage you to read his blog for its amusement value.

Disclosure: I had no connection to any person mentioned at the time I first posted this. Since I first published this post I have bought many of Sykes’ products, successfully used his trading system, and am now an affiliate of his (earning a commission on anyone who buys his DVDs using a link from my site).

Stifel, Nicolaus, and a Broker’s Theft of Client Money

Stifel, Nicolaus & Company [[sf]] has a reputation as a straight-shooting company. The regional brokerage, based in St. Louis, avoided accusations of biased stock research that ensnared many other brokerages at the time of the tech-stock bust. The company has not previously seen any of its Missouri brokers charged with securities violations by the state Securities Division. But all is not well with the company. In fact, Stifel, Nicolaus has recently shown that it has little concern for its brokerage clients, beyond its desire to extract as much money as possible from them. One of the company’s brokers, Girard Augustus Munsch Jr., was recently sanctioned and fined by the Missouri Securities Division for excessive trading in client accounts. How excessive?

One client, an 81-year old with a net worth below $250,000 and a liquid net worth under $100,000 (according to brokerage documents), paid $63,861 in commissions over three years on a total of 262 stock trades. In his deposition, the broker (Munsch) stated that for many of the trades, he was the only one to benefit. In other words, the trades were executed solely to garner trade commissions.

Another client, 72-years old when the client began with Munsch, had 122 stock trades over three years in her account, generating $32,389 in commissions for Stifel, Nicolaus. According to brokerage documents, this client had liquid assets of under $100,000. When interviewed by securities regulators, the client stated that she wanted to keep her money in mutual funds and to avoid high risk stocks. Girard Munsch acknowledged that he was was aware that he was the only beneficiary of many of his client’s trades, and that did not bother him.

Stifel’s Culpability

There are of course bad apples in every bunch. But Stifel, Nicolaus showed willful negligence and a casual disregard for the financial well-being of its clients in how it managed Munsch. Back in 2000 Munsch was put under heightened supervision due to customer complaints of unauthorized trading. Due to client complaints of unsuitable investments, Munsch was again put on heightened supervision in March of 2003 and 2004. Munsch’s supervisor, while requiring a phone log to make sure that he was acting appropriately, never checked that log or instructed Munsch in completing the log. Evidently it takes more than repeated mistreatment of clients to get a broker fired from Stifel.

The Punishment

The punishment meted out by the Missouri Securities division is of course insufficient. Munsch should be barred from working as a broker. Instead, he has to be closely supervised and pays a meager fine of $105,700. For a successful broker, such a sum is far less than one year’s salary.

Stifel, Nicolaus, despite failing completely to supervise Munsch and to fire him after earlier violations of the law, gets off without a fine. A fine of $10 million would have been appropriate. However, the broker did one thing right : when I checked with Stifel, Nicolaus, I was told that Munsch had “retired”.

Disclosure: I have no position in any company mentioned.

Noble Roman’s Last Gasp Effort to save its Franchise

I have previously criticized Noble Roman’s (OTC BB: NROM) for over-aggressively expanding and for management blaming its franchisees when those franchises failed. Noble Roman’s has now taken over six struggling Indianapolis-area stores from a franchisee in a bid to prove that its franchisees can operate profitably. This reeks of desperation, and it is also a repudiation of the company’s recent strategy of owning no stores. Also, Noble Roman’s did not file a form 8-k to announce the move, something that appears to be required giving the materiality of the takeover for Noble Roman’s shareholders. See Cory Schouten’s excellent article at the Indianapolis Business Journal for more details.

Noble Roman’s has also announced that it has retained an investment bank to seek ‘strategic options’ including selling itself. The one problem with this strategy is that Noble Roman’s is likely not worth its current market cap of $29 million. I do not believe there is any chance of the company finding a buyer willing to pay more than $1 per share. The company’s profit fell 31% from Q4 2006 to Q4 2007 and I believe it likely that few of the area developers will actually build out new stores. As no new franchises or area developers are added, profits will continue to fall; new franchise and area developer fees have recently comprised a large portion of Noble Roman’s revenues. If we use the Q4 numbers and annualize them, we see Noble Roman’s trading at a lofty 20x its expected 2008 profit. Why would anyone want to purchase a struggling restaurant chain at such a price when much more established restaurants are trading at prices such as Brinker’s [[eat]] 12x this year’s expected earnings?

From the 10k:

  Quarter Ended
                             ---------------------------------------------
           2007              December 31  September 30  June 30   March 31
           ----              -----------  ------------  -------   --------
                                  (in thousands, except per share data)
 Total revenue                 $ 2,673      $ 2,959     $ 3,080    $ 2,855
 Operating income                  738        1,198       1,233      1,239
 Income before income taxes        591        1,035       1,066      1,065
 Net income                        389          693         704        703
 Net income per common share
     Basic                         .02          .04         .04        .04
     Diluted                       .02          .03         .04        .04

                                       32
<PAGE>

                                            Quarter Ended
                             ---------------------------------------------
           2006              December 31  September 30  June 30   March 31
           ----              -----------  ------------  -------   --------
                                  (in thousands, except per share data)
 Total revenue                 $ 2,503      $ 2,372     $ 2,316    $ 2,296
 Operating income                1,047          933         858        810
 Income before income taxes        861          738         660        613
 Net income                        567          487         436        405
 Net income per common share
      Basic                        .04          .03         .03        .02
      Diluted                      .03          .03         .03        .02

Disclosure: I have no position in any company mentioned. I have a disclosure policy. After publication of this article I remembered that I bought (went long) and sold NROM four days prior to this article, losing a tiny bit of money and violating my disclosure policy by publishing this. I regret this error.