HFS - Catalyst Equity Research Report Week Ending March 20 2009

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CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html

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This report provides an in-depth analysis into companies that are currently being targeted for value improvement by activist hedge fund investors.

Transcript of HFS - Catalyst Equity Research Report Week Ending March 20 2009

Page 1: HFS - Catalyst Equity Research Report Week Ending March 20 2009

CATALYST EQUITY RESEARCH REPORT ™Weekly Research Highlighting Activist Investments

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending March 20, 2009

SYMBOL COMPANY INVESTOR

AVCA Advocat Inc. Bristol Investment Fund BBI Blockbuster Inc. Mark Wattles BBW Build-A-Bear Workshop Crescendo Capital CHIC Charlotte Russe Holding KarpReilly FMMH.OB Fremont Michigan Insuracorp Harry Long HWK Hawk Corp GAMCO Investors NTN NTN Buzztime Trinad Capital PNNW Pennichuck Corp GAMCO Investors PPCO Penwest Pharmaceuticals Tang Capital/Perceptive Life PXD Pioneer Natural Resources Southeastern Asset Management SLRY Salary.com Raging Capital Management SSE Southern Connecticut Bancorp Lawrence Seidman TDS Telephone & Data Systems GAMCO Investors TGT Target Corp Pershing Square Capital TMI TM Entertainment & Media Bulldog Investors VSNT Versant Corp Discovery Capital

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HEDGE FUND SOLUTIONS is a Philadelphia-based strategy consulting, public relations and investor communications firm focused on shareholder activism. We have an unparalleled depth of knowledge on the subject

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Advocat Inc (AVCA) Activist Investor: Bristol Investment Fund

Investor Info Catalyst Info Shares 389,850 % Outstanding 6.87% Cost Basis Not Avail Company Info Share Price 2.50 Revenue 289M Market Cap 14M Enterprise Value 39M Net Cash -24M EBITDA 17M 52 wk. range 1.55 – 12.44 EV/EBITDA 2.2

Catalyst: On March 17 Bristol nominated two individuals for election to the Board at the next annual meeting. Comment: We previously covered AVCA in numerous Catalyst Research Reports (most recently on February 13), highlighting Bristol’s offer to buy the Company in July 2006 for $16.80/share. On February 4 2008 Bristol sent a letter to AVCA requesting (i) the full board be elected annually (ii) the appointment of two institutional shareholders to the board (iii) AVCA present a binding resolution to shareholders to vote on whether to redeem the poison pill (iv) the company decline to renew any and all golden parachutes, (v) the company revise the current Board's compensation and (vi) the company hire a credible investment bank to review alternatives, including an immediate stock buyback and the elimination of acquisitions. On April 2 2008 Bristol nominated two directors and on May 6 withdrew their nominees due to the fact that AVCA agreed to include their shareholder proposals in the Company’s definitive proxy. On February 13 2009 Bristol disclosed they’ve been increasing their ownership (by 83,186 shares; equivalent to 1.54% of AVCA shares outstanding) and reserved their right to call a special meeting or nominate directors for election at the next annual meeting.

Blockbuster Inc. (BBI) Activist Investor: Mark Wattles

Investor Info Catalyst Info Shares 6,841,937 % Outstanding 5.7% Cost Basis Not Avail Company Info Share Price 0.82 Revenue 5.5B Market Cap 158M Enterprise Value 1.1B Net Cash -759M EBITDA 294M 52 wk. range 0.13 – 3.68 EV/EBITDA 3.6

Catalyst: Mark Wattles (who tried to merge BBI with Circuit City last year) has increased his ownership in BBI by purchasing 3,256,937 Class A shares since February 26. In a SEC filing Wattles stated, “given the operating fundamentals of BBI combined with the short term of its real estate leases (typically five years) and the aggressive and proactive manner in which BBI has managed its store base (including relocations, store closings, reductions in store size and subleases), Mr. Wattles does not believe that BBI has a motive to reorganize under Chapter 11. In addition, regardless of the likelihood of obtaining a “going concern” qualification from its auditors, Mr. Wattles believes BBI will be successful in refinancing its revolving bank line of credit, or if it cannot, that it will be able to use cash flow from operations to meet its August repayment obligations and 2009 liquidity needs.” Comment: We previously covered BBI in numerous Catalyst Research Reports highlighting that Carl Icahn, who is a director of BBI, owns approximately 16% of the Class A shares 8.71% of the Class B shares.

Build-A-Bear Workshop Inc. (BBW) Activist Investor: Crescendo Partners

Investor Info Catalyst Info Shares 1,159,200 % Outstanding 6.0% Cost Basis 3.72 Company Info Share Price 5.25 Revenue 468M Market Cap 98M Enterprise Value 51M Net Cash 47M EBITDA 38M 52 wk. range 3.02 – 11.45 EV/EBITDA 1.3

Catalyst: Crescendo has been rapidly accumulating ownership in BBW, purchasing 883,125 shares since mid-January.

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Charlotte Russe Holding, Inc. (CHIC) Activist Investor: KarpReilly Capital

Investor Info Catalyst Info Shares 1,868,203 % Outstanding 8.90% Cost Basis 8.01 Company Info Share Price 6.71 Revenue 826M Market Cap 141M Enterprise Value 86M Net Cash 55M EBITDA 51M 52 wk. range 3.98 – 20.34 EV/EBITDA 1.7

Catalyst: On March 13 KarpReilly filed their preliminary proxy materials and announced they will not participate as a potential buyer in the sale process that has been initiated by CHIC. Comment: We previously covered CHIC in our March 13, March 6 and November 28 Catalyst Research Reports, highlighting a letter from KarpReilly and H.I.G. Capital (both private equity firms) to CHIC offering to purchase them for $9.00 to $9.50 per share in cash. On November 19 CHIC’s board rejected the offer stating that it is not in the best interest of shareholders. As a result, KarpReilly and HIG announced they were withdrawing their offer. On March 5 KarpReilly nominated three people for election to CHIC’s board at the next annual meeting. On March 12 CHIC announced they have hired Cowen and Company to initiate a sale process as part of the Company’s previously announced review of strategic alternatives.

Fremont Michigan Insuracorp Inc. (FMMH.OB) Activist Investor: Harry Long

Investor Info Catalyst Info Shares 44,178 % Outstanding 2.5% Cost Basis Not Avail Company Info Share Price 15.75 Revenue 50M Market Cap 27M Enterprise Value 21M Net Cash 7M EBITDA 7M 52 wk. range 16.50 – 22.51 EV/EBITDA 3.2

Catalyst: On March 19 Harry Long sent a letter to the board of FMMH and an additional letter to the SEC stating that (i) the company is not adhering to the nomination procedures as laid out in the articles of incorporation, and (ii) a conflict of interest may exist since a Partner with the company’s outside legal counsel (and the firm handling the director nomination process) is a board member at FMMH. Comment: On January 5 2008 Harry Long nominated himself for election to the board at FMMH’s next annual meeting. On January 20 FMMH’s attorney responded saying that the attempt was invalid because of insufficient evidence documenting Long’s beneficial ownership. On March 6, through his legal counsel, Long provided broker statements indicating his ownership in the company. On March 13 FMMH’s legal counsel responded stating that “following a search of its records and a recent NOBO listing”, they were still unable to prove sufficient beneficial ownership.

Hawk Corp. (HWK) Activist Investor: GAMCO Investors

Investor Info Catalyst Info Shares 1,130,070 % Outstanding 13.01% Cost Basis Not Avail Company Info Share Price 9.65 Revenue 270M Market Cap 84M Enterprise Value 77M Net Cash 6M EBITDA 47M 52 wk. range 8.50 – 25.63 EV/EBITDA 1.6

Catalyst: On March 19 GAMCO sent a letter to HWK asking the Board to re-examine its position concerning the poison pill, and to consider increasing the threshold for ownership above the 15% limit.

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NTN Buzztime Inc. (NTN) Activist Investor: Trinad Capital

Investor Info Catalyst Info Shares 8,649,893 % Outstanding 15.6% Cost Basis Not Avail Company Info Share Price 0.22 Revenue 29M Market Cap 12M Enterprise Value 7M Net Cash 3M EBITDA -3M 52 wk. range 0.09 – 0.60 EV/EBITDA Negative

Catalyst: Trinad has increased their ownership in NTN by 960,166 shares (equivalent to 3.49% of NTN shares outstanding) since late December. Comment: We previously covered NTN in our September 26, May 23, May 16, May 9, January 18 2008, and July 27 2007 Catalyst Research Reports, highlighting Trinad’s demand that the Board take the following actions: (i) remove the Chairman of the Board, (ii) request the resignations of one other director, (iii) appoint two individuals designated by Trinad as members of the Board, and (iv) evaluate all strategic alternatives that would unlock and maximize stockholder value. On September 16 Trinad disclosed they have increased their ownership in NTN by 3.3% to 12.11% and sent a letter to the company demanding four current board members resign immediately from the board and be replaced by four individuals recommended by Trinad.

Pennichuck Corp (PNNW) Activist Investor: GAMCO Investors

Investor Info Catalyst Info Shares 654,365 % Outstanding 15.39% Cost Basis Not Avail Company Info Share Price 20.03 Revenue 31M Market Cap 85M Enterprise Value 150M Net Cash -65M EBITDA 12M 52 wk. range 14.75 – 24.61 EV/EBITDA 13.0

Catalyst: On March 18 PNNW entered into a settlement agreement with GAMCO. Under the terms of the agreement PNNW will (i) increase the size of its Board to eleven directors and nominate two individuals recommended by GAMCO, and (ii) allow GAMCO to increase their ownership up to 20%. In exchange, GAMCO agreed to withdraw their slate of nominees and their proposal seeking redemption of the poison pill. Comment: We previously covered PNNW in our November 28 and November 21 Catalyst Research Reports, highlighting Gamco’s announcement that they were seeking qualified board candidates to submit as nominees for one of more positions the board at the 2009 annual meeting. On November 24 Gamco announced their intention to nominate three people for election to the Board.

Penwest Pharmaceuticals Co. (PPCO) Activist Investor: Tang Capital; Perceptive Life Sciences

Investor Info Catalyst Info Shares 12,595,066 % Outstanding 42.6% Cost Basis Not Avail Company Info Share Price 1.59 Revenue 9M Market Cap 50M Enterprise Value 38M Net Cash 7M EBITDA -25M 52 wk. range 0.34 – 4.22 EV/EBITDA Negative

Catalyst: On March 12 Tang and Perceptive filed a complaint for declaratory and injunctive relief requesting that the court declare Tang/Perceptive had satisfied the notice provisions set forth in PPCO’s bylaws. On March 13 Tang/Perceptive filed a motion for preliminary injunctive relief to enjoin PPCO from mailing any ballots to shareholders until their director candidates are permitted to be nominated. Comment: We previously covered PPCO in our March 13, March 6, January 16, December 19 and November 21 Catalyst Research Reports, highlighting Perceptive’s letter suggesting PPCO significantly scale back their R&D expenses so the inherent value of the Company’s Opana ER business will be realized when the market understands the stock is currently trading far below the NPV of Opana’s royalty stream. In the letter Perceptive provides a detailed analysis showing three scenarios (worst case, base case, best case) suggesting PPCO stock could be valued between $1.59 to $15.36/share. On January 9 Perceptive (21.25%) and Tang Capital (21.35%) announced their intention to act as a Group for the purpose of electing three people to PPCO’s board. On March 3 Tang and Perceptive sent a letter to the board urging them to wind-down operations so that the full value of the Opana ER royalty income stream will be retained.

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Pioneer Natural Resources Co. (PXD) Activist Investor: Southeastern Asset Management (SAM)

Investor Info Catalyst Info Shares 22,854,957 % Outstanding 19.8% Cost Basis 27.49 Company Info Share Price 16.65 Revenue 2.3B Market Cap 1.9B Enterprise Value 4.8B Net Cash -2.9B EBITDA 1.4B 52 wk. range 11.88 – 82.21 EV/EBITDA 3.5

Catalyst: On March 18 PXD entered into an agreement with SAM. Under the terms of the agreement PXD will reduce its board from eleven to ten members, consisting of seven existing board members and three new directors recommended by SAM. Comment: We previously covered PXD in our May 30 2008 Catalyst Research Report, highlighting Southeastern’s change in filing status with the SEC from “passive investor” to “active investor” because they intended to influence the board and management to hedge a meaningful portion of Pioneer's oil production. At that time, Southeastern believed Pioneer's Net Asset Value could be "locked in" at values far higher than the stock price (at which time was $71.79/share) by using costless collars.

Salary.Com (SLRY) Activist Investor: Raging Capital Management

Investor Info Catalyst Info Shares 1,468,371 % Outstanding 8.7% Cost Basis Not Avail Company Info Share Price 1.36 Revenue 41M Market Cap 23M Enterprise Value 7M Net Cash 16M EBITDA -17M 52 wk. range 1.28 – 7.19 EV/EBITDA Negative

Catalyst: On March 18 Raging Capital sent a letter to SLRY stating their belief that the board should included non-employee directors who have material ownership positions in the company. In the letter Raging Capital suggested that two of the three board seats up for election at the 2009 annual meeting should be filled by two new directors that are agreeable to the existing nominating committee and their firm. Comment: On March 4th Cannell Capital (6.8%) submitted a shareholder proposal requesting the company hire an investment bank to examine a sale. Cannell believes the value of SLRY’s customer “sticky-ness” is worth more than 30% of revenues.

Southern Connecticut Bancorp (SSE) Activist Investor: Lawrence Seidman

Investor Info Catalyst Info Shares 178,625 % Outstanding 6.64% Cost Basis Not Avail Company Info Share Price 6.00 Revenue 6M Market Cap 16M Enterprise Value 2M Net Cash 14M EBITDA N/A 52 wk. range 1.40 – 8.90 EV/EBITDA N/A

Catalyst: On March 16 Seidman sent a letter to SSE nominated himself and one other individual for election to the board at the next annual meeting. Comment: We previously covered SSE in our February 6, January 23 2009 and November 9, 2007 Catalyst Research Reports, highlighting Seidman’s intention to meet with the Board of SSE to review ways to maximize shareholder value. Seidman stated that the review would include conducting a comprehensive analysis of the value that could be achieved as an independent institution versus its value from a sale to a larger institution or a converting mutual institution. On January 16, 2009 Seidman sent a letter to SSE requesting they disclose all material information relating to merger discussions with third parties. In the letter Seidman stated that a board member had mentioned to him that the Company is speaking with at least three potential purchasers, one of which has offered in excess of $9.00 per share to buy the Company.

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Telephone & Data Systems Inc. (TDS) Activist Investor: GAMCO Investors

Investor Info Catalyst Info Shares 4,878,254 % Outstanding 9.45% Cost Basis Not Avail Company Info Share Price 25.54 Revenue 5.1B Market Cap 2.9B Enterprise Value 3.7B Net Cash -835M EBITDA 1.3B 52 wk. range 21.24 – 54.00 EV/EBITDA 2.8

Catalyst: On March 19 GAMCO received a letter from TDS stating that two of four director nominees submitted by them for election to the board at the 2009 annual meeting are ineligible to serve as directors because they did not complete the company’s questionnaire in a timely manner. Comment: We previously covered TDS in our February 20 2009 and May 16 2008 Catalyst Research Reports, highlighting a letter from Gamco to TDS’s President and CEO asking (i) did you in fact receive an offer [to purchase the Company]?, and (ii) why did you feel it was appropriate not to disclose it to all shareholders? On February 20 GAMCO nominated three individuals for election to the board at the 2009 annual meeting. Also on February 20 Southeastern Asset Management (9.9%) initiated a request under Section 220 of the DGCL to require TDS to disclose information related to its retention of a “nationally recognized consulting firm” and that firm's findings and recommendations to TDS.

Target Corp. (TGT) Activist Investor: Pershing Square Capital

Investor Info Catalyst Info Shares 58,391,235 % Outstanding 7.8% Cost Basis Not Avail Company Info Share Price 30.35 Revenue 65B Market Cap 23B Enterprise Value 41B Net Cash -17.8B EBITDA 6.2B 52 wk. range 25.00 – 59.55 EV/EBITDA 6.5

Catalyst: On March 16 Pershing nominated five individuals for election to TGT’s board at the next annual meeting. Comment: We previously covered TGT in our October 31, August 15 2008; December 28 2007 and July 13 2007 Catalyst Research Reports, highlighting Pershing Square’s aggressive accumulation of stock. In addition, we reported that TGT announced the sale of a portion of their credit card business and their intention to increase the share buyback program. On October 29 2008 Pershing held a press conference and issued a lengthy presentation analysis recommending Target spin off a separate company (into an inflation-protected REIT) that would own the land on which its stores are built. An updated copy of Pershing’s REIT analysis can be found at: http://www.visualwebcaster.com/imageSlides/53350/Target%20Revised%20Transaction%20Final.pdf

TM Entertainment & Media (TMI) Activist Investor: Bulldog Investors

Investor Info Catalyst Info Shares 2,323,850 % Outstanding 22.6% Cost Basis Not Avail Company Info Share Price 7.63 Revenue N/A Market Cap 95M Enterprise Value 95M Net Cash 99M EBITDA N/A 52 wk. range 6.75 – 7.85 EV/EBITDA N/A

Catalyst: On March 16 TMI announced they were rescheduling their annual meeting from April 14 to May 13, with an April 13 record date. On March 17 Bulldog announced their intention to file a lawsuit in the Delaware Court of Chancery to ask the Court to order TMI to hold its annual meeting as scheduled. Comment: We previously covered TMI in our January 23 and December 12 Catalyst Research Reports, highlighting Bulldog’s announcement that there is virtually no chance TMI can complete a transaction by October 17, 2009. On December 18th Bulldog announced their intention to seek shareholder consent to replace the directors with individuals who will promptly dissolve TMI and distribute its cash to shareholders. (TMI is a Special Purpose Acquisition Company that must consummate a transaction before Oct 2009 or distribute the cash held in Trust to shareholders. No less than 30% of shareholders must approve this transaction; Bulldog owns 22.6% of TMI’s shares outstanding). In the letter, Bulldog pointed out that for TMI management to be successful in consummating an acquisition, the stock price would have to rise above $7.91/share, which is equivalent to the cash value currently held in Trust.

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Versant Corp. (VSNT) Activist Investor: Discovery Capital

Investor Info Catalyst Info Shares 267,241 % Outstanding 7.3% Cost Basis 14.68 Company Info Share Price 15.40 Revenue 25M Market Cap 56M Enterprise Value 32M Net Cash 25M EBITDA 11M 52 wk. range 11.35 – 33.48 EV/EBITDA 3.0

Catalyst: Discovery has increased their ownership in VSNT by 63,895 shares (equivalent to 1.7% of VSNY shares outstanding) since early March. Comment: We previously covered VSNT in our March 6 Catalyst Research Report, highlighting Discovery’s aggressive increase in ownership since early January.

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CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel. +1 215.325.0514 [email protected] FREE Subscription to the weekly report: http://www.hedgerelations.com/research.html or Email: [email protected]

The Catalyst Equity Research Report™ is a general circulation weekly. Hedge Fund Solutions and/or its affiliates (the “Firm”) may have a consulting relationship with the companies featured in this report (the “Companies”). The Firm may also actively trade in the securities of the Companies for its own account. At any time, the Firm, funds it manages and/or its employees or their family members may have a long or short position in registered or non-registered securities or in options on any such security of any company mentioned in this report. The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although opinions and estimates expressed in this report reflect the current judgment of the Firm, the information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services for companies mentioned in this report and may occasionally possess material, nonpublic information regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are not guaranteed in any way.

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PLATINUM SPONSORS

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