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2009 Sears Holdings Annual Meeting Notes

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The Monday following the Berkshire meeting, I attended my second SHLD in as many years. Overall, I felt both the questions and answers were a step back from last year. You can find my (disorganized) notes below.

2009 Sears Holdings – Annual Meeting Notes

Monday May 4, 2009 – Hoffman Estates, IL

1.) Bruce Johnson, interim CEO, opened the meeting with a brief presentation.

– Disappointed with 2008 performance caused in part by excess poor economy

– Chart shows that relative to SHLD’s largest 12 competitors, SHLD’s comps exceeded 9/12 in   the Q4….in the past SHLD was one of the worst

-K-Mart improved profitability by 18% in Q4….among closest competitors; WMT was the only other one able to do this

-Layaway was a success in Q4, added 1.4 million new layaway customers, which has the ancillary benefit of getting them in the stores every two weeks to make payments

Market Shares:

–         Appliances: 34.6% (regained momentum in 08 with Blue Crew ad campaign…market share went from 30% in Q107  to 34.6% at end of 08)

–         Tools: 22.3% (working on invigorating Craftsmen brand)

–         Power lawn and garden: 21% (expanding Blue Crew to lawn & garden)

–         Home repair: 14%

-working on building home brands in 09 (Cannon, Jaclyn Smith)

-Sears apparel business has been and still is quite challenging….Land’s End does well as      reported in the shareholder’s letter, but they are focusing on these brands: Carter’s,          Arrow, LL Cool J, Oshkosh

-Bringing Protégé shoes (sponsored by NBA player Al Harrington) to Sears stores in July

Q&A w/ Lampert

-Question about prototype stores and what was learned from Sears Grand/Essentials stores (neither of which worked as well as planned):

  • Can we make the existing real estate footprint useful post Wal-Mart Supercenter world
    • Selling off real estate was never intention. Whether that was a good decision remains to be seen.
  • My Gofer – service as much as it is a store, a fulfillment warehouse
  • Want to make it easier for customers to shop
  • Question is whether it resonates with customers (Essentials did not)
  • “I want to get it right.”
  • Trying to encourage customer involvement/interaction

-Eddie comments on creating an internal system, P&L for each business unit to increase focus on profitability

  • Rights of each business unit
  • Real estate unit to be responsive to third parties for utilizing store space
  • Significant space dedicated to apparel
    • Unproductive productivity (?)
    • Giving each area a P&L, cap ex
    • Compared old system to socialist system
    • Allowing people to run at their own pace that way

-How much do you listen to people?

  • Encourage experiments
  • Encourage employee feedback
  • Proud of progress
  • Want to position the business to benefit on upside, operating leverage on upside
  • Don’t go in shell

-Biggest disappointment and discussion of retail operations:

  • Biggest disappointment was failure of Kmart prototype stores
  • Specialty retailers took advantage of one-stop shops
  • Home & auto service will be managed as brands going forward
  • People are changing the way they make decisions
  • Asking how do we communicate with customers if half of newspapers go away
  • Order online and pick-up in store is coming to Kmart
  • Where people chose to shop depends on what’s going on online with friends
  • Online appliance experience is the best
  • They have 200 million square feet of space they need to maximize

*NOTE: at about this time I took notes less frequently as the questions got worse and worse. Overall, the quality of the questions and answers left a lot to be desired this year.

-Book recommendations:

  • From Third World to First
  • Road to Serfdom

-Other comments/responses:

  • When you get incentives aligned properly, the odds are much greater for a good outcome. The biggest mistakes come from misaligned incentives.
  • Would like to have sales go up, but not at the expense of profit
  • Could “rent” market share (referring to worrying solely on increasing sales)
  • Problem with naked shorting
  • Lending SHLD treasury shares is not the right was for the co. to make money
  • Commented on status of credit line renewal (good news)
  • Availability of credit to make acquisitions
  • Sufficient access to credit for operations or acquisitions
  • Credit markets have improved
  • Types of funding, cost will change
  • On a relative basis, they would have been as good repurchasing stock at $160 (which they of course did) as almost anything else. (No regret to speak of from the Chairman here)
  • Store-in-store prototypes are not getting specialty retailing results
  • Lands’ End is a much more stable business
  • Competing for customers not against competitors

-Question about insiders selling SHLD stock (Perry Corp., Richard Perry’s firm had recently shed over half its position)

  • Insiders sell stock all the time
  • Will sell stock at some point (not something I was fond of hearing)
  • Know your goals, when you will need money
  • They have constructed a board of owners

Written by sdinvest

August 4, 2009 at 2:17 am

Posted in Sears Holdings

Sears Holdings – Chairman’s Letter

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Sears Holdings owners really only have two chances per year to find out what is on the mind of the company’s Chairman, Eddie Lampert. One is the annual meeting in May and the second is the annual shareholder letter which was released this morning concurrent with the release of Q4 and full-year 2008 results. Here is the link to the letter:

Here are a couple notable pieces from the letter including a couple book recommendations:

The two most important books that any student of current events should be reading in this environment are both by Friedrich Hayek, the esteemed Austrian economist. Based on events he witnessed beginning in the early part of the 20th century, Hayek wrote The Road to Serfdom as a warning to England and the United States against the damaging impact of socialist policies and The Fatal Conceit as a warning against heavy intervention in markets and society at large. Despite the almost universal belief today that more, but better, regulation is needed and that the role of the state needs to be not just temporarily larger, but permanently larger, Hayek’s writings and logic should give everybody pause as to the consequences of these actions.

As a country, we need to rebuild confidence and trust and to understand what happened. Whether by business or by government, the misdiagnosis of situations leads to poor prescriptions for rehabilitation and recovery. When the misdiagnosis is done at the federal government level and involves large parts of a national economy, the consequences can be swift and significant. The unintended consequences are often swifter and even more significant. As the leaders in our nation continue to evaluate and evolve the policies and rules of the game, we would all be wise to heed the cautions raised by Friedrich Hayek. I appreciate that the free market can be a difficult master and that there is an important role for government and regulators, but I hope that as we move forward the rules of the game and the methodology for changing those rules will be more consistent and fair than they have been over the past year. Those who desire to protect civil liberties in times of war appreciate the importance of laws protecting individuals and institutions. In times of economic and financial distress we need to be similarly vigilant in protecting economic and contract rights so that we can continue to have a system that functions properly. Attempts to threaten or eliminate those rights will chase away the capital and investment that our country needs to restore prosperity and to thrive in the future.

I agree with Lampert’s view that what market participants ultimately need in order to begin restoring confidence is an understanding of the rules of the game and some certainty that those rules won’t change in an instant, which has been the case lately.


As discussed at the 2008 Annual Shareholder Meeting, there has been significant expansion over the past five years in big box retail square footage and significant capital expenditures by our competitors, primarily for opening new stores, but also to refresh and expand their existing store base and infrastructure. At Sears Holdings, our investment principle is guided by the belief that capital invested in any area of our business deserves a reasonable return on that investment. If that return is not forthcoming, significant investments in the business will destroy value rather than create value for shareholders.

Over the past several months, many of our competitors have announced dramatic reductions in their capital expenditure budgets for 2009 and beyond. Perhaps they too are recognizing that unbridled expansion and investment rarely yield the types of returns forecasted by analysts and industry experts. The dramatic increases in capital investment in the retail industry that took place in recent years are being reversed, and investment levels are being reevaluated. I think that ultimately this is a healthy dynamic for the entire industry. Retail is not immune from the economics of overexpansion experienced in other industries. At Sears Holdings, we will continue to evaluate opportunities based upon our expectations for returns and continue to experiment with a variety of options where the returns could justify higher levels of investment.

Written by sdinvest

February 26, 2009 at 9:21 pm

Posted in Sears Holdings

The Stock Wall Street Hates the Most

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Quick, name the stock Wall Street hates the most. Surely it must be either one of the large financial institutions like AIG, Freddie, Fannie or Citigroup, or one of the domestic auto manufacturers right? Wrong. According to Bloomberg, the average Wall Street analyst rating on a scale where 1 equals “sell” and 5 is a “strong buy,” Sears Holdings (SHLD) had an average rating of 1.29. This gives SHLD the worst score among 2,678 U.S. stocks with market caps over $250 million (GM was #2 incidentally). Therefore, using the collective genius of high-paid analysts, GM (or any other large U.S. company) is a better investment than SHLD. In short, I don’t get it.

Now, I read the news. I understand that consumers are collectively tying up their purse strings. People are losing their jobs, not buying Kenmore washing machines, etc. This showed up in SHLD’s December sales figures as Kmart’s sales were down 1.1% year-over-year (yoy) while Sears Domestic was off by 12.8%. Total retail sales (ex auto) were down a record 3.1% yoy in December.

Luckily the Chairman of SHLD, Eddie Lampert (whose investment vehicle is the largest shareholder owning nearly 54% of the company) has put the company’s balance sheet in a relatively strong position to weather the current economic storm. At the end of last quarter, SHLD had $4.48 billion of debt ($3.8 billion if you back out capital lease obligations). Recently, the company reported that it expects to end the fiscal year with $1.3 billion in cash and about $2.6 billion in debt ($1.9 billion ex cap. lease oblig.), down significantly from $4.86 billion at the end of fiscal 2005. The strategy over the past three years to reduce debt, keep capital expenditures under control and return excess cash to shareholders via share purchases was prudent in my view. (Note: I do acknowledge that the company did repurchase shares at what have proven to be rich prices over the past couple of years).

What was the competition doing while SHLD was getting its balance sheet in order? Home Depot’s debt balance went from $2.2 billion in 2005 to about $10.3 billion as of last quarter. Macy’s debt went from $3.9 billion to about $9 billion over the same period. What were these companies doing with this cash? In some cases (such as Home Depot) it was used to repurchase shares. However, over the last 5 years, SHLD’s retail competitors spent $140 billion on capital expenditures, opened 4,904 new stores adding 5 million square feet of new retail space. We now know that we have been extremely over-retailed. Retail industry investors, net, have basically seen no return on the $140 billion invested in building new stores or improving existing locations. Fortunately for SHLD shareholders, the company chose not to make similar large commitments to capital expenditures. Now, I agree that both Sears and Kmart are not the most beautiful stores around and this is partly attributable to the fact that the company simply has decided not to invest much cash to drastically improve store appearance. However, I know of many Circuit City and Linens n Things stores that were well-kept, bright, well-stocked and frequently busy, but both share the same fate…liquidation. A company doesn’t go bankrupt because its same-store-sales are down; it does so if it runs out of cash thanks to a heavy debt burden. It’s times like these where companies with ample cash and manageable debt should be applauded.

What does SHLD look like in 3-5 years? The short answer is that I have no idea. I’m agnostic on the future success of Sears/Kmart retail operations. Both have shown negative sales growth for quite some time now. Ultimately, this trend must reverse course. I do know, however, that there is plenty of value in Sears’ exclusive brands (Craftsman, Kenmore, Diehard, Lands End), the largest auto repair operation, as well as the largest appliance retailer and servicer. In addition, they own 810 stores in the U.S. and Canada, or approximately 96 million square feet of real estate. The following link contains an excellent analysis of the potential value tied up in SHLD’s owned real estate:

Finally, you have Eddie Lampert as Chairman. Through his hedge fund, Lampert controls nearly 54% of the stock (this figure increases every quarter has shares are repurchased). Reportedly, Lampert has basically all of his liquid net worth invested in his hedge fund and SHLD is one of its largest holdings (AutoZone is the other). Therefore, no one is more directly affected financially by the ups and downs of SHLD stock price than the Chairman. I like it when I can get an owner/operator who lists Warren Buffett as one of his heroes and whose interests are completely aligned with fellow shareholders/partners. Good things tend to happen over time.

As of today, SHLD sells for $49.21 per share. With 123.6 million shares outstanding as of 11/28/08, the company has a market cap of $6.1 billion. Net debt should be around $1.5 billion by the end of this month resulting in an enterprise value of around $7.6 billion. [Admittedly, the balance sheet always looks best right after the holiday season. The company will likely increase the debt balance gradually throughout the year based on working capital needs]. The company is expected to report fiscal year 2008 earnings of between $163 million and $243 million. Yes, the most hated stock is profitable. So for about $7.6 billion you get a profitable retailer which has produced on average $1.2 billion of free cash flow per annum from 2005-2007, real estate worth anywhere between $2.4 billion and $14.5 billion (note: the second largest shareholder, Fairholme Capital, conservatively values the real estate at $90/share or about $11 billion), four great American brands, and a highly incentivized and shareholder-oriented owner/operator. In my view there are many ways to create value for owners with the assets SHLD has at its disposal. I look forward to seeing exactly how it’s done over the next few years.



Disclosure:  I am long SHLD

Disclaimer: This article by no means should be considered investment advice. I am not an expert (you probably figured that out already) and make plenty of mistakes. Please do your own research before buying any stock.

Written by sdinvest

January 17, 2009 at 1:46 am

2008 Sears Holdings Annual Meeting

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I had the opportunity to attend the 2008 Sears Holdings annual meeting held in Hoffman Estates, Illinois.  It took place the Monday following the Berkshire Hathaway annual meeting (which I was also fortunate to attend) at Sears’ headquarters. There were approximately 150 people in attendance. Part of my reason for attending was to make sure that Eddie Lampert actually exists as he never does any print or television interviews.  You can find my notes from the meeting below:

2008 Sears Holdings – Annual Meeting Notes

Monday May 5, 2008 – Hoffman Estates, IL

Courtesy of

1.) Bruce Johnson, interim CEO, opened the meeting with a brief presentation.

– Disappointed with 2007 performance caused in part by excess inventory, higher markdowns

2008 Priorities

         Improve margins

o   Selling and promotional prices

o   Purchasing

         Tightly control expenses

         Focus on cash generation

         Implement new operating model

o   Better sense of ownership, accountability for results

o   Improved speed of decision making

o   Attracting top talent

o   Improving productivity of brands and stores

         Expand online, multi-channel capabilities

         Invest in off-mall formats

o   Sears dealer stores / Hope Appliance Showroom

o   Sears Outlet

         Introduce new products/brands

o   Piper & Bule (Kmart clothing brand-doing well so far)

o   Wckd (Kmart clothing brand)

o   Snapper (Sears)

2.) Eddie then gave a 15-20 minute presentation beginning with a brief overview of 2007 results including net income, EPS, and adjusted EBITDA. He used slides throughout this presentation taken mostly from the annual letter to shareholders including competitor’s trends in debt, capex, etc. 

            – 8 straight quarters of negative comp store sales

– Retail competitors over the last 5 years have spent $140 billion on capex, opened 4,904       new stores and added 5 million square feet of new retail space. **Eddie really emphasized that there is nothing that SHLD can do when their competitors build new stores. He seems to think that 5 million added square feet was overdone and irrational.

– SHLD domestic debt is down 47% since 2004, compared to competitors like WMT and TGT that have piled on debt, partially to fund store expansion.

– Discussed long term performance of other retailers and how it relates to their capital spending over the last 5 years. Ex. WMT has spent X on capital spending over the last 5 years, stock price is basically flat.

– Eddie sees no evidence of an economic turn around

– Sears & Kmart together cover more US population than any other retailer, including WMT.  He makes this point to prove that SHLD does not need to expand and build new stores, rather to increase productivity of existing assets.

– Discussed a pitfall in same store sales figures in that there is a built in upward bias when new stores are built and the subsequent ramp up in sales in the first few years. For example a typical Target store may do $20 million in sales per year.  A new TGT may do $10 million in year 1 on its way to ramping up to the normal $20 million, the percentage increase in years 2-5 may distort what can be considered a normal same-store-sales increase.

– Further hints that there might have been some over expansion in retail square footage over the past five years that will cause some pain and dislocation among SHLD competitors.

– So far SHLD has not been able to big money behind big new ideas.  They test new ideas on a couple of stores at first before making large scale changes.

– Starting to see some retail behavior changes (uses chart showing store closings)

– Commented on the many changes in how people live and shop and how SHLD needs to be aware of and adapt to these changes.  He uses an example of Kmart’s photo development business and how quickly it faded.

            * Entertainment (Tivo, Netflix, Apple, YouTube)

            * Communications (Blackberry, Apple Iphone)

            * Shopping (Amazon, Ebay)

            * Information (Google)

            * Social Interaction (My Space, Facebook)

– Wall Street Journal, NY Times as a product, are the best they have been, but the performance is worse than ever.  The point here is that a great product does not necessarily mean great results.

-Talked about reduced debt. Eddie says that he feels comfortable with SHLD’s financial position.


1.)    David Silger (NARS – Retired Sears Workers…

·         More of a comment than question that with thousands of retired Sears workers, why not use them more because they want to see Sears reclaim its position as an important retailer…..Eddie gives a stock response that he appreciates it and they will try to use them, etc.

2.)   Republican vs. Democrat economic policy and its effect on the retail environment

·         Not a great macro prognosticator

3.)   A few years ago you said you didn’t have a 5-year master plan…do you now with discretion of cash flow how do you think about cash spend on equities versus capex?

·         Acknowledged opportunity with capital – balance sheet strength

·         Want to make sure they secure Sears’ future first

·         You want to be able to zig while everyone else is sagging

·         Circumstantial whether to lever up to acquire whole businesses or equities

·         First priority is to stabilize the core business

4.)   Thoughts on providing additional shareholder interaction

·         Press releases, 10-qs are enough to attract the long-term shareholders they want

·         Earnings guidance is not possible to predict accurately, distracting to management and can lead to poor decisions just to meet quarterly earnings

·         Annual meeting is a better forum than quarterly calls

5.)   What can you do to reach the hourly worker to act/perform better? What can be done to stop poor worker attitude. Commented that he has witnessed cat fights between workers in the middle of the store.  Recommended tracking sites like to watch for abuse of gift card bonus policies that could cost SHLD millions of dollars.

·         Eddie hopes the questioner didn’t cause the cat fight, he has never seen anything like that during his store visits.

·         You like to think you can trust the goodwill of your customers and employees, but bad things will happen when you have 300,000 employees.  In a town of 300k, not everyone will be behaving properly.

6.)   Ken Shubin Stein (Spencer Capital) – Real Estate value over time?

·         Several factors involved with commercial real estate values

·         As inflation increases, replacement value is higher

·         Can cost $20-$30 million to build a big box store

·         Recent store closing phenomenon is a factor

·         Lack of financing is a factor

·         Goal is to make the operating business worth more than the real estate

·         A mix right now whether the real estate is worth more than the operating business

·         The environment has changed recently

7.)   Question basically asking about ESL investing in AutoNation while Sears is buying back stock…trying to get to why SHLD doesn’t invest in AutoNation.

·         Eddie won’t comment on specific investments

8.)   Branding and Inventory question…why the inability to market and capture audience?

·         Test advertising before running a campaign

·         A lot of money lost last year in apparel inventory

·         Tough to get inventory planning correct because you make buying decisions 6-9 months in advance…long lead times make it difficult to react quickly to changes in the macro environment.

·         Questioner comments further on inventory problems….like seeing coats in a Phoenix store in the summer

o   Eddie acknowledges they have analytic problems

9.)   Bill Ackman –Pershing Square – How to pay/incentivize the new category heads, possible conflicts of interest…for example the real estate person deciding to sell a store that may negatively affect the profitability of the lawn and garden person.

·         Want a framework in place so that decision makers to act independently

·         Some stores are 4-wall EBITDA negative

·         Ackman gives an example of what happens when the head of Craftsmen decides to sell tools in Target…how does this affect Sears’ business?

o   There will be conflicts

o   Craftsmen could decide they want to sell tools in Target which might make the lawn, home and garden division upset

o   Productivity of store space may be worth more to someone else

o   Trying to get to a free market system for square foot usage (I am not sure of this, but I think the home and garden, apparel, etc divisions will pay rent to the real estate division…again I could be misunderstanding this)

10.) Thoughts on time/energy spent with ESL vs. SHLD

·         ESL is doing something different than Sears

·         The private equity business has a much bigger problem with this than SHLD…meaning portfolio company investment vs. pe firm investment

11.)  Question about share repurchase program getting close to complete…will they extend it?  Also a comment that Eddie should disclose how much of ESL he owns so the market can realize just how much he personally has invested in SHLD to which Eddie replied, why so everyone can see how much I lost last year? (Laughter)

·         No direct answer on whether or when they will authorize another share repurchase program

·         They have received several offers from large mall companies to buy some stores….they basically have not responded because Eddie didn’t take the offers/price seriously

12.) Student from Wisconsin-Oshkosh – How can you reassure shareholders that the reorganization is good for shareholders?

·         Thinks it is good for shareholders

·         Example that GE and GM have finance businesses that may be more important, certainly more profitable in GM’s case, than the core business.  Though probably not intended these finance divisions are becoming ever more important.

·         Will the business perform better over the next 3-5 years is the question

13.) I can’t remember the question asked here, but here is Eddie’s answer…

·         Compared telco industry to today’s retail industry in terms of excess capacity

·         If 500 million sq. ft. of retail space are built over the next 5 years, everyone will struggle including SHLD

·         Can’t prevent competitors from building new stores

·         There are lots of ways to create value even with brick & mortar (Blue Nile, Amazon)

·         How Craftsmen creates value may be different than Sears/Kmart

·         Eddie seems worried about inflation, Wal-Mart and China may not be able to sustain keeping prices down

·         Would have gone to everyday low prices if he had to do it all over again

14.) Keith Trauner – Fairholme Capital – How do you protect operating cash flow…working capital management vs. keeping operating margins high?  (note: I love the way Fairholme thinks….it is all about the free cash flow yield)

·         Unfortunately I don’t have good notes or recall the answer for this question but I think Eddie dodged it quite well

·         Will look to have more productive ad spend, not reduced ad spend

·         Will consider spinning off business units but no plans for now

15.) Recommend two books

·         Jump Point

·         Currently half way through: From Third World to First

·         Also mentioned The Breakthrough Imperative earlier in the meeting. It is about a company’s options being determined by its competitive position

·         Eddie reads on an Amazon Kindle

16.) What were two probabilistic decisions you made last year that were mistakes?

·         Inventory decision was a mistake

·         People mistakes

17.) It is hard to find SHLD shares to sell short…possible to make up to $50 million lending shares out of treasury stock to shorts…..Why didn’t you raise the RSTO bid?

·         Eddie right away says…how much should we have bid for RSTO?

·         Ultimately it was a board decision at RSTO….sounds like they are done with RSTO

·         Didn’t speak directly to the lending shares question but he had a look on his face like he hadn’t thought about that before

18.) Bill Ackman – Pershing Square – Thinks that SHLD is undervalued because there is no breakdown of unit profitability. He gets the sense that some unites are very profitable and would like to see more detailed unit figures.  (Ackman was cordial in his questioning and mentioned that he thought SHLD was undervalued and that he was there and involved in the stock because of Eddie).

·         Eddie did not say yes or no, only that the board will consider the request

19.) Ken Shubin Stein – Spencer Capital – We have studied retail turnarounds in depth and have found that IT problems are the most significant roadblock in retail turnaround situations…are the IT projects described in the 2007 meeting complete?

·         IT manger spoke saying that all IT project goals are now complete

·         They are happy with the improvements made in IT…it was a mess at the time of merger

20.) Address the conflict between growing $ sales per sq. ft. growth vs. putting Craftsmen tools in Target

·         Captive distribution is not great for brands….i.e. Apple is spreading out of Apple Stores into other places like Best Buy, etc.

·         Able to drive awareness of products by putting them in Target, the increased awareness may actually increase sales at the Sears stores

·         Keeping things bottled up sometimes inhibits performance

·         Brands, brand distribution change over time

21.) How do you allocate your time between ESL and SHLD

·         SHLD is a very important investment for ESL

·         Trying to reengineer the culture of Sears by understanding how large organizations work

·         Sears is a large ship and will be slow to turn

·         Read Why Things Fail about how it is hard to see around corners

·         Trying to find executives that want to change the company




Written by sdinvest

January 17, 2009 at 12:48 am

Posted in Sears Holdings