🌧April Suffers No Fools🌧

April was a busy bankruptcy month but something tells us it won’t hold a candle to what’s coming for the industry in May. There were smatterings of small retail filings and a pair of massive oil and gas bankruptcies (Whiting Petroleum Corporation, Diamond Offshore Drilling Inc.). TMT as a category continues to hold steady with telecom set to fill a lot of restructuring firm’s coffers (Frontier Communications Corporation, Speedcast International Limited). The big winners of the month: the District of Delaware, Kirkland & Ellis LLP, A&M and FTI Consulting Inc. (tough call as they both handled mega deals), Evercore Group LLC and Moelis & Company (same), and Prime Clerk LLC which continues to monopolize the biggest deals.

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đŸ”„F.E.A.R. Part Two.đŸ”„

âšĄïžWhat. The. Hell. Part. Two.âšĄïž

Pardon us: it’s a little hard to write with a neck brace on. This week’s whiplash has us all sorts of flummoxed.

On Monday, the stock market surged 1000 points because 
 well 
 who the hell knows? Was President Trump correct last week when he suggested that some of last week’s negative market price action had to deal with the rise of Bernie Sanders? Maybe. On Monday, while the mainstream media simultaneously reported on the consolidation of the moderate democrat lane and new coronavirus-related deaths, the stock market somewhat-inexplicably rocketed higher. Apparently the thought of 2% of the US population succumbing to a painful pneumonia-like death was no longer so frightening now that “the establishment” was rallying against good ol’ Bernie. We know, we know, you’re wondering: is this really the reason? The answer: we have no f*cking idea. But whatevs đŸ€·â€â™€ïž. The market was green!

Enter the FED. The market was looking mighty volatile again yesterday when the FED came out of nowhere and lowered its benchmark FED Funds rate by 50 bps — acting between meetings for the first time since 2008. We all know what happened that year. Why couldn’t the FED wait two weeks? Chairman Powell said:

“The committee judged that the risks to the U.S. outlook have changed materially. In response, we have eased the stance of monetary policy to provide some more support to the economy.”

In other words, the FED must be seeing some disturbing-AF data that we aren’t privy to yet. Less likely though equally plausible: Jerome Powell continues to be Reek to President Trump’s Ramsey Bolton.

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The result? Well, the market rallied for about 1.2 hot seconds and then puked all over itself. It subsequently tumbled 2.8%. The energy sector is now down 23% YTD. The Ten-year treasury yield dipped below 1% for the first time in history.

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FOR THE FIRST TIME IN HISTORY. Yes, folks, sh*t is getting real. We’d opine as to “how real” but, again, this is THE FIRST TIME IN HISTORY that this has happened. So, literally nobody knows.

To the extent this extraordinary measure was meant to calm markets, well


Time to extract that gold tooth: it’s going up in value.

You know what else is going up in value? Food. As coronavirus reports spread to multiple cases in NYC, North Carolina and other places, people are stocking up like crazy with an eye towards a potential quarantine situation. Lots of marriage about to get tested, y’all. Netflix and
KILL?!? 😬 Long divorce lawyers.

*****

What does all of this coronavirus disruption mean for restructuring professionals? It’s still far too early to tell. But this doesn’t bode well:

This shows that supplier delivery times are slowing due to China-related issues.

This doesn’t help either:

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Ooof. No bueno. Like 2009-level no bueno. Stating the obvious, JPMorgan noted that “
demand, international trade and supply chains were severely disrupted by the COVID-19 outbreak.”

Bottom line: it’s hard to generate revenue (and service debt or comply with covenants) when you don’t have product.

đŸ”„F.E.A.R.đŸ”„

âšĄïžWhat. The. Hell.âšĄïž

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This week was a complete and utter sh*tshow. There’s no sugar-coating it. As fears about coronavirus rose, the stock market got absolutely annihilated — the S&P dipped over 11% for the week (one of the most severe declines in history) and the Dow dropped approximately 4000 points — precipitating a rabid shift to safety in the markets: the 10-year treasury hit a record low, dipping below 1.2%. Leveraged loans, meanwhile, got napalmed.

Majors like Apple Inc. ($AAPL)Mastercard Inc. ($MA) and Microsoft Inc. ($MSFT) lowered guidance and Goldman Sachs Inc. ($GS) issued a report indicating lowered growth expectations for the year — to zero. Yep, zero. The VIX “fear index” jumped into the 40s after being virtually catatonic for years. Now there’s widespread speculation that the FED will lower rates to stimulate the market — a controversial strategy given (a) the sheer volume of money already flushing through the system and (b) the fear that the FED will be ill-equipped to then address any subsequent recession.

There are a lot of restructuring implications — on both sides of the fence. On one hand, lower interest rates ought to help a number of companies with floating-rate loans. It’s clear that the rising interest rate catalyst that many expected — and the FED quickly shot down last year — is nowhere near becoming reality. Secondly, oil and gas prices are getting smoked and given that those commodities constitute huge input costs, companies will see some savings there. Theoretically, lower oil and gas prices should also help stimulate the consumer which, we all know, had been carrying both the economy and stock prices to recent (clearly inflated) highs.

That is, unless they stay home and do nothing other than watch Netflix ($NFLX) and Disney+ ($DIS) and order bottled water and canned goods from Amazon ($AMZN) and Walmart ($WMT) â€” assuming, of course, that third-party fulfillment isn’t affected by supply chain disruption. Interestingly, both the consumer staples and discretionary spending ETFs are down over 10%. And the former more than the latter, which, when there’s a flight to safety pushing treasury rates down, doesn’t make much sense. So đŸ€·â€â™€ïž. Corporations are, one by one, curtailing business travel, cancelling conferences, and encouraging stay-home work as advisories abound about congregating in mass group settings. This is impacting the airlines and movie theaters, naturally. The MTA ought to see a decline in ridership which ought to dig a bigger budget deficit hole (PETITION Note: Is NYC f*cked?).

Transports are getting smoked too. SupplyChainDive writes:

The COVID-19 outbreak and resulting quarantines have led to a record number of blank sailings, according to the latest figures from Alphaliner. Inactive fleet size has swelled to 2.04 million TEUs or 8.8% of global capacity. The decline is greater than the 1.52 million TEUs of canceled capacity during the 2009 financial crisis, the previous record, 11.7% of the total fleet at the time.

The Ports of Los Angeles and Long Beach are facing 56 canceled sailings over the first three months of the year, the ports told Supply Chain Dive.

Note that we had previously asked “Short the Ports?” in “🚛Dump Trucks🚛” here.

Here is The Washington Post highlighting a world of hurt at the ports:


shipping container traffic both coming and going from the ports of Los Angeles and Long Beach has been sliding at an average rate of 5.7 percent a month since the beginning of last year
.

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Pour one out for the shippers.

Of course, none of this is positive for sectors that are already massively struggling, i.e., restaurants. Nor retail. Per CNBC:

If the coronavirus spreads in the U.S., that could mean really bad news for U.S. mall owners, according to a survey taken this week.

The survey by Coresight Research found that 58% of people say they are likely to avoid public areas such as shopping centers and entertainment venues if the virus’ outbreak worsens in the United States. The group surveyed 1,934 U.S. consumers 18 and older.

The survey was taken Tuesday and Wednesday — before California said it was monitoring 8,400 people for COVID-19.

Back to energy. Energy bonds are getting smoked as massive outflows flee the sector.

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OPEC meets next week to discuss a massive production cut. From a restructuring perspective, it’s likely irrelevant at this point.

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We’re heading into redetermination season for oil and gas explorers and producers and, given the rapid decline in oil and gas prices, banks are likely to take a stern stance vis-a-vis borrowing base levels. That ought to help usher in another wave of oil and gas restructuring.

Hold on to your hats, folks.

😬Is Art Van Furniture the Next Bankrupt Retailer?😬

Back in November 24th’s Members’-only briefing, we highlighted how publicly-traded BDC, FS KKR Capital Corp. ($FSK), was having a wee bit of trouble with a small portion of its portfolio. It had designated several of its loans as “non-accrual.” At the time, the subject of our affection was the in-and-out-of-bankruptcy Acosta Inc. but we also highlighted the now-seemingly-soon-to-be-in-bankruptcy Art Van Furniture Inc. You can check the piece out here.

This weekend news surfaced that, indeed, Michigan-based and private equity-owned (Thomas H. Lee Partners) Art Van may be headed to the bankruptcy bin. If so, it would mark (only) the third retailer to end up in bankruptcy in 2020 (SFP Franchise Corp., a/k/a Papyrus, and Pier 1 Imports Inc. ($PIR)). Per the Detroit Free Press:

Private equity firm Thomas H. Lee Partners LP is in the process of working with advisers and creditors to find a possible buyer for the company and potentially filing for Chapter 11 bankruptcy, according to a report from Crain's Detroit Business

The leak got the communications machine working over time:

Art Van Vice President of Communications Diane Charles confirmed the company is in negotiations. 

“We are actively exploring a variety of options with our creditors, investors and landlords to ensure Art Van can continue serving our guests and our communities," Charles said in a statement to the Free Press. "It is premature at this time to comment further as no final decisions have been made. In the meantime, our stores are open, and it is business as usual.” 

“No final decisions have been made” is code for “no board resolution has yet been adopted that authorizes a chapter 11 filing at this time.” But, rest assured: one is coming.

đŸ’„Stage Stores Inc: Bankruptcy Soon? (Short Department Stores)đŸ’„

In August 2019’s â€œđŸ’„Tariffs Tear into Tech+đŸ’„,” we wrote:

We’ve previous noted the gradual unwind of Stage Stores Inc. ($SSI) in November 2018’s “💰Will Crypto Mine Some Bankruptcy Work?💰” “
noting that (a) its off-price business experienced a 9.9% comparable sales increase, alleviating negative 5.5% department store comps somewhat, equating to 2.8% total comp sales declines 
,” in January 2019’s â€œđŸ’„A Retail BloodbathđŸ’„,” (“
closing more stores and pivoting more into the discount space, replacing shuttered Goody’s stores with Gordmans locations.”), and in March 2019’s “Thanos Snaps, Retail Disappears👿” (“
closing between 40-60 department stores.”). On March 20, the stock was just barely hovering above penny-status, trading at $1.04/share. After the Trump-tweet/tariff-induced bloodbath on Friday, the stock now sits at $0.78/share.

Thursday was a big day for the company. One one hand, some big mouths leaked to The Wall Street Journal that the company retained Berkeley Research Group to advise on department store operations. That’s certainly not a great sign though it may be a positive that the company is seeking assistance sooner rather than later. On the other hand, the company reported Q2 ‘19 results that were, to some degree, somewhat surprising to the upside. Net sales declined merely $1mm YOY and comp sales were 1.8%, a rare increase that stems the barrage of consecutive quarters of negative turns. Off-price conversions powered 1.5% of the increase. The company reported positive trends in comps, transaction count, average transaction value, private label credit card growth, and SG&A. On the flip side, COGs increased meaningfully, adjusted EBITDA declined $2.1mm YOY and interest expense is on the rise. The company has $324mm of debt. Cash stands at $25mm with $66mm in ABL availability. The company’s net loss was $24mm compared to $17mm last year.

Some of the reported loss is attributable to offensive moves. The company’s inventory increased 5% as the company seeks to avoid peak shipping expense and get out ahead of tariff risk (PETITION Note: see a theme emerging here, folks?). There are also costs associated with location closures: the company will shed 46 more stores.

What’s next? Well, the company raised EBITDA guidance for fiscal ‘19: management is clearly confident that the off-price conversion will continue to drive improvements. No analysts were on the earnings call to challenge the company. Restructuring advisors will surely want to pay attention to see whether management’s optimism is well-placed.

Subsequently, the company issued a January 13 press release that spooked the markets. Interestingly, it reported positive comp sales (+1.4%) for the nine-week period ended 1/4/20. In retail-land these days, a positive comp sales figure is the equivalent of killing it. More compelling, for the 48-week year to date period, comp sales were up 4.2%. The problem? These figures didn’t live up to expectations.

The guidance didn’t help matters either. The company announced:

“In response to the holiday sales performance, we implemented incremental promotional efforts in the fourth quarter to ensure appropriate inventory levels as we enter fiscal 2020. As a result, we now expect full year 2019 earnings to be approximately $25 million to $30 million below the low end of the previously announced guidance range.”

Indeed, it appeared that management’s optimism was, in fact, misplaced.

Which gets us to yesterday’s The Wall Street Journal’s piece, entitled, “Discount Retailer Stage Stores Preps for Possible Bankruptcy.”

The Journal reported:

Stage Stores Inc. is preparing for a financial restructuring that could include a bankruptcy filing as the discount retailer contends with persistent losses at its department store outlets, according to people familiar with the matter.

The publicly listed, Houston-based company has recently been late in paying its vendors amid a liquidity squeeze, the people said.

The company is likely to file for chapter 11, although the situation remains fluid and Stage Stores could complete an out-of-court debt restructuring process, according to the people. (emphasis added)

The highlighted part above is the key, we think. It’s not that the company is stretching vendors per se 
 that much is fairly typical for companies with liquidity constraints. The question is why? Or more appropriately, who has risk?

Wells Fargo Bank NA ($WFC) is the company’s administrative agent and primary lender under the company’s asset-based credit facility. Prior to Destination Maternity’s ($DEST) chapter 11 filing, Wells Fargo tightened the screws, instituting reserves against credit availability to de-risk its position. It stands to reason that it is doing the same thing here given the company’s sub-optimal performance and failure to meet projections. Said another way, WFC has had it with retail. Unlike oil and gas lending, there are no pressures here to play ball in the name of “relationship banking” when, at the end of the day, so many of these “relationships” are getting wiped from the earth.

💰How Are the Investment Banks Doing? (Long Liability Management)💰

Generally speaking, quite well, actually.

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Last week was earnings week for investment banks with restructuring groups. Let’s dive in.

1. Evercore Inc. ($EVR) reported its second best year in history, generating over $2.03b in revenue, an eye-popping number. Still, this represented a 2% decline from 2018 — thanks mostly to lower global M&A volumes and transaction count. While, generally speaking, this was a strong quarter, the firm dropped this doozy:

In response to these financial results, we have undertaken an initiative to ensure that our resources are focused on our greatest growth opportunities and that our entire team is performing at the high standards that we and our clients expect. We began this initiative at the end of 2019 by identifying markets, sectors and people that exhibited at productivity below our expectations. We are reducing our commitment to those areas, redeploying personnel where feasible and realigning certain operations to better position the firm for future growth.

In other words, the second best year in history didn’t stop the bank from sh*tcanning a meaningful portion (6%) of its workforce. đŸ˜Ź The equity market — never one to infuse empathy into its behavior — rewarded the bank with an 11% pop on the news.

What of restructuring?

Demand for restructuring and more broadly debt advisory advice remained elevated as accommodative credit markets are driving higher levels of financial leverage.

Reminder: we are deeeeeeeep into a bull market, folks. To satisfy this demand, EVR appears to be expanding its platform to offer “increasingly more creditor advisory services that can serve our clients both in-court and more frequently out of court.” Ladies and gentlemen, the demarcation between debtor-side shops and creditor-side shops gets blurrier and blurrier. Can’t win a debtor mandate? Just slide on down that beautiful cap stack y’all. Revenue is revenue.

Interestingly, for the second quarter in a row, management suggested that deals are taking longer to complete — and therefore attribute to revenue — due to regulatory reasons, erratic stock markets, and choppy capital markets.

Unfortunately, despite prodding from analysts, management refused to parse out how different segments are faring so we cannot say how EVR’s restructuring group compared to other public competitor firms. Management claims that different teams cross-pollinate deals and so it’s hard to attribute revenue to different advisory segments. Which is an annoying AF explanation but we suppose there’s some logic to it (PETITION Note: we suppose this is the benefit of lawyers having to bill time: they can quantitatively attribute departmental productivity). Still, management declared:


even though it's a very low default environment there clearly are sectors that have experienced consistent distress, energy, shipping, retail and certainly our backlogs would suggest that there is not going to be a diminution of that in 2020.

Any one betting big on recoveries in the energy and retail sectors ought to heed their friendly banker friends.

*****

2. The problem with EVR’s management’s stance that transactions are hard to separate between various groups is that they can’t then go out to the market and thump their chests like PJT Partners Inc’s ($PJT) Paul Taubmantouting the singular performance of the restructuring team:

Our world-class restructuring franchise maintained its leadership position, ranking No. 1 globally in dollar value of announced and completed restructurings. The business meaningfully exceeded our initial revenue expectations for 2019, powered by substantial growth in U.S. restructuring revenues.

Or...maybe they can? And should? After all, that rah rah rah doesn’t mean much when it isn’t backed up by concrete numbers. In fact, PJT, like EVR, doesn’t delineate restructuring-specific numbers either. đŸ€”đŸ€”

PJT, as a firm, is a fraction of the size of EVR. Revenues were $718mm for the fiscal year, up 24% versus 2018. These numbers reflect “a meaningfully higher level of activity than...forecast” for restructuring in 2019. And backlog is even higher going into 2020 than it was going into 2019!!

So, to summarize, numbers were good. Thanks to good backlog carrying into ‘19 from ‘18. Go-forward backlog carrying into ‘20 is even stronger than ‘19. Reminder #2: we are deeeeeeeep into a bull market, folks.

*****

3. And then there is Moelis & Company ($MC) and its unbalanced year. The firm reported $224mm in Q4 (down 6% YOY) amidst the strongest second half in firm history. Its first half, however, dragged down full year performance which came in at $747mm, down 17% versus 2018 and just slightly more than PJT. These results stemmed from fewer completed transactions, partially offset by 
 wait for it 
 higher average fees on completed transactions (across M&A and restructuring). Here comes some first-class touting:

Our restructuring franchise achieved record revenues for the full year, surpassing last year's peak level of activity. This was the fourth consecutive year of growth reflecting our continued market share gains in the strength of the team. We ended the year as the number one advisor globally and in the US were completed transaction volumes according to Refinitiv and advised on six of the year's top 10 completed restructuring deals globally.

Query given overall performance whether comp reflected these stellar results or whether the failure of the enterprise to grow dragged restructuring folks down? đŸ€” 

Management was a bit unclear on the point. When challenged on a $40mm uptick in comp — an analyst basically asking whether Moelis bankers will win when they win and win when they lose ... to the detriment of shareholders — Mr Moelis responded by saying that the second half was robust and that the market is robust, justifying comp levels (PETITION NOTE: presumably he means both deal-wise and recruitment-wise, necessitating taking care of his people). But he also said the average MD “was down pretty significantly” and that he “did not boost pay.” But he also suggests that franchises that did well in H2 got paid. Was that restructuring? It’s unclear. What is clear is that analysts were flummoxed by this simple fact: revenues âŹ‡ïž, banker comp âŹ†ïž. When asked to prognosticate restructuring activity for 2020, here’s what Mr. Moelis offered:

So, I expect our restructuring group to continue to gain market share. It was number one ranked this year. They did a spectacular job. It doesn't feel like the economy is going to give us a spike up there may be small amounts of growth, but we're talking about natural growth of the market just because the size of the market gets bigger, there's so much out there I don't sense a GDP problem that would cause us to have a leapfrog right now, but I expect we'll continue to gain market share.

He continued:


all I know is sooner or later, the cycle does have a bit of an issue. And there's a lot of paper out there. I think we're in a 1% to 2% default market. We've been that way for five years now. Going back in time, we've always gotten the 3%, 4%. In the 2007, '08 cycle we got into the high-single digits in the fall. So, I know that's going to happen someday, not high, but I think we'll get into mid-single digits in a downturn and it will become a tremendous it will do a tremendous jump. That's a long way of saying, I don't expect anything spectacular out of them this year. Barring an event that I have not foreseen. I think it will just be steady improvement in our market share.

In agreement with EVR, Mr. Moelis also sees continued energy pain in ‘20:

Our last year was a big, big I mean especially oilfield services and I think if oil stays down here around $50, you're going to see a continued March of companies in that sector.

Thus far, 2020 has been chock full of restaurant and grocery bankruptcies. Count on energy stacking up some numbers soon.

*****

4. We’ve noticed that Greenhill & Co. Inc. ($GHL) appears to be upping its game. It had a creditor-side mandate in Clover Technologies Group LLC (prepack filed in Q4 ‘19), and debtor-side mandates in American Commercial Lines Inc. (prepack filed last week) and NPC International Inc., which is likely coming soon to a bankruptcy court near you. It also reported earnings last week and they were mixed: annual revenues of $301mm were down 14% YOY (blamed on industry-wide M&A decline and a softer year in Europe) but its Q4 ‘19 revenue of $106.7mm represented a 20% YOY increase. Is the bank turning around? Its bankers hope so: it sounds like comp may have been a bit disappointing this year.

Restructuring may be playing a part in the performance uptick. CEO Scott Bok noted:

By type of advice, we benefited from significant improvement in restructuring advisory revenue relative to recent years as our recently enlarged team gained increasing traction throughout the year.

And:

In restructuring advisory, we ended 2019 with a much-improved level of monthly retainer fees and a much larger backlog of assignments that should get to completion during 2020. Recent tightening of credit availability and increasing cost for borrowers with weaker credit rating should also be a positive factor for this business.

Backlog, backlog, backlog. It sure seems like every firm is saying the same thing: deal volume is up heading into 2020. Reminder #3: we are deeeeeeeep into a bull market, folks.

*****

5. And, finally, there’s Houlihan Lokey Inc. ($HLI). The firm reported its fiscal Q3 ended 12/31/19, highlighted by a 11.9% revenue increase amounting to a record $334mm, the first time quarterly revenues surpassed $300mm. Year-to-date revenues are $857mm, an 8% increase YOY. Not one to be left out, CEO Scott Beiser also engaged in some chest-pounding, asserting that Houlihan is #1 at
well
basically everything. Which, of course, doesn’t jive with PJT’s report but whatevs. This may just be cherry-picking. Or spin. Or “who the f*ck will actually verify.” Or “if we don’t parse out revenue by segments, how will anyone actually know?” Could be a number of these.

Relating to restructuring, Mr. Beiser said:

Our Financial Restructuring business continues to perform well, despite the current low default environment in the credit markets. Ongoing technology disruptors, changes in consumer buying habits, company mismanagement and over leverage have all contributed to current growth in our Restructuring business without the typical characteristics of a business downturn or higher interest rates.

Did we hear someone say disruption?? Music to our ears.👂👂👂

This bit was interesting as it validates our point earlier about restructuring firms no longer being beholden to traditional roles:

In Financial Restructuring, we continue to experience balance in our business between debtor and creditor work. And, in fact, in fiscal 2019 and fiscal 2020 year-to-date, our debtor revenues and our creditor revenues were pretty evenly split.

And yet most people still think of Houlihan as a creditor-side advisory firm. Just goes to show that there remains an information dislocation out in the marketplace.

We finished here with Houlihan because it is the one firm that actually has no problem delineating its restructuring revenue. All of the other firms duck and dive when asked for specifics, saying that it’s impossible to separate out work flows. Not Houlihan:

Financial Restructuring revenues were very strong this quarter at $93 million, a 24% increase from the same quarter last year, driven by higher transaction volume. We closed 28 transactions in the quarter, compared to 21 transactions in the same period last year. Average transaction fee on closed deals was relatively flat when compared to the same quarter last year.

In other words, Houlihan’s restructuring group did about as much revenue as all of Greenhill.

Again, energy was quite in focus as a huge potential revenue area in 2020. Here’s what Mr. Beiser had to say about that:


we do see a little bit of a second pickup wave here in the oil and gas arena from a restructuring standpoint. It doesn’t feel like it’s going to necessarily be as big or as lengthy as what we saw before.

But as we’ve always looked at, it’s a combination of what kind of business plans people put together, what kind of financing package they have and what was the duration of that financing package and ultimately, where oil prices are. And all of those are causing some round of some additional conversations and mandates in restructuring. But at this juncture, don’t necessarily think it’s going to be the same size we saw a couple of years ago.

Interestingly benign assessment of what could end up being another bloodbath in energy this year. We think he’s understating the case. Just wait for it: there are a number of companies that either already went into BK back in the 14-17 time frame that are likely to fall back in (or do something out of court, i.e., Key Energy) and/or there are companies that avoided BK via an up-tier exchange of some other sleight-of-hand who can no longer fend off the inevitable — particularly with oil at $50/barrel.

đŸ’„Forever 81. Million.đŸ’„

Forever 21 Gets a Landlord Bailout

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The bid deadline in the Forever 21 Inc. bankruptcy cases has come and gone and, well, the stalking horse bidders — a consortium between Simon Property Group Inc. ($SPG)Brookfield Property Partners LP and Authentic Brands Group LLC â€” won the day. The debtors filed a “notice of suspended auction” on Sunday that says it all:

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The headline purchase price figure therefore remains $81mm for the distressed retailer (though, counting liabilities like costs to cure defaults, etc., the bankers assert the total deal is worth approximately $290mm). As indicated in the image above, the hearing to approve the sale is set for Tuesday, February 11 at 9am in the Delaware bankruptcy court.

This is not a good result for suppliers who claim they’re owed approximately $347mm, many of whom objected to the bid procedures and proposed sale. While they ultimately wrestled a small concession from the debtors/purchasers on the proposed break-up fee, they were otherwise shut out. Now, even that concession is worthless.

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These vendors need to realize: virtually all of these retailers who file for bankruptcy are administratively insolvent on day 1. Forever 21 was supposed to be different. It wasn’t.

Indeed, in December, Bloomberg reported that the debtors were underperforming heading into the holiday season; that exit financing avenues were foreclosing; and that all hopes of a reorganization via its filed plan were going out the window. Indeed, we later learned that the debtors were in default under their DIP credit facility (heads up, academics). All of this precipitated the pivot to a quick sale.

Take a look at the debtors’ operating performance and it’s easier to understand the lender skittishness and strategic pivot. On October 15, 2019, the debtors filed their 13-week DIP budget wherein they projected $722.3mm in total receipts from the petition date through December 21, 2019. Actual receipts, however, totaled only $705.3mm through January 4, 2020. For the math challenged, that’s a $17mm underperformance against budget — EVEN WITH THE BENEFIT OF AN ADDITIONAL TWO WEEKS THAT SUBSUMED THE CRITICAL HOLIDAY SHOPPING PERIOD. This is yet another case where projections didn’t comport with reality: while the projections showed steadily increasing weekly receipts throughout the holiday period, the reality is that people simply didn’t shop at Forever 21 as much as anticipated. Despite millions upon millions of professional fees, this is still a business very much in need of an actual “turnaround” to survive (PETITION Note: the fees reflected below, for the most part, only cover the cases through the end of October).* The high fees further necessitated a quick sale.

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SPG and ABG clearly think they are best positioned to ride out an option here. The purchase price is cheap, and there are other benefits that only, as landlord, SPG can derive (i.e., continued rent, full boxes, less in-line tenant risk, etc.). We’ve seen this movie before and it was called Aeropostale.

Here’s what SPG CEO David Simon had to say last week about Aeropostale:


our cash investment in Aero OpCo was approximately $25 million. We have already received $13 million of distributions, so I have $12 million of cash invested in Aero OpCo. At the time we bought it, it was producing a negative EBITDA of $100 million and had over 500 stores. Today, today, we expect Aero OpCo to produce EBITDA pre-royalty from 575 stores of approximately $80 million of EBITDA.

We believe Aero is approximately, if you put a market multiple on it $350 million today and our ownership is 50%. 12 to three -- to 50% of $350 million. That's the math.

This was a private equity deal, complete with dividends. Only, unlike private equity firms, SPG has a residual interest in maintaining the AERO enterprise as its success directly contributes to the success of its other tenants. This is PE+.

Of course, SPG also has an investment in ABG. Here’s what Simon said about that:

Now with respect to ABG we invested -- we made a recent investment in it. So we have a total of 600 -- or sorry $67 million in ABG, Authentic Brands Group. At the time of our original investment, which was roughly $33 million, ABG produced EBITDA of approximately $150 million. Today our value is worth $190 million of our $67 million and ABG is expected to produce EBITDA well north of $350 million and the value is growing every day.

This means that, indirectly, SPG also owns Barney’s New York and Nine West, among other brands that have wound their way into bankruptcy courts near you.

With respect to Forever 21, he added:


we have recently participated with Brookfield and Authentic Brands Group on behalf of the NewCo, SPAR Group, F21, LLC in a stocking horse bid for certain assets and liabilities in a going concern transaction under Section 363 of the Bankruptcy Code. Our Group's successful turnaround of Aero after climbing out of bankruptcy in 2016 gives us confidence with our ability to do the same with Forever 21.

Forever 21 is a storied and well -- widely recognized brand with over $2 billion in global sales. We believe F21 similar to Aero presents a very interesting repositioning opportunity. If the transaction is consummated the newco contemplates the continued operations of many of Forever 21 stores and e-commerce business and maintaining many jobs.

Our interest in the new venture will be approximately 50%. The aggregate purchase price -- acquisition price is approximately $81 million, plus the assumption of certain ongoing operating liabilities.

Again, this is a private equity deal. He continued:

We would not have done Aero and we're -- and we would not be attempting to do Forever 21 for the sole purpose of maintaining our rent. And that's the biggest misnomer out there when I read various publications and analyst notes and media notes. We do it -- we make these investments for the sole purpose of we think there's a return on investment.

Now the fact of the matter is we did all this that Aero and the reality is they kept paying us rent. So that's like -- that's obviously beneficial and I don't want to understate that but that's not why we do it. At the same time with F21, we do think there is a business there, but it's got to be turned around. And I'm not going to project today to you what those numbers are, but we've got our work ahead of us.

But if we are successful in turning around, we will make money at F21 and we'll get paid our rent.

It’s interesting. SPG is beta-testing, in real time, becoming a retail-focused venture and private equity firm. If retail continues to get decimated, we’ll see the extent of their ability to scoop up brands/businesses on the cheap. It seems safe to presume that its portfolio will be larger in a few years than it is now.


*Which is not to say that good work hasn’t been done. As we noted on Twitter here, the debtors, with the help of their advisors, closed 102 stores (creating $91mm of rent relief), reduced operational costs of $100mm, and sold two warehouses for $37mm (the proceeds of which were used to pay down a portion of the DIP credit facility).

Still — and we write this knowing we harp on professional fees a lot — the DIP budget line-itemed $25.1mm for professional fees in the first 13 weeks of the case. According to the most recent operating report, the debtors are already at $11.97mm and that’s really only accounting for the end of October. Query whether 7+ weeks of work topped the budgeted delta of $13.13mm? đŸ€”

💰Quantifying “The Amazon Effect”💰

In Sunday’s Members’-only edition we noted how, unlike certain other retailers that have found themselves in bankruptcy of late, Pier 1 Imports Inc. ($PIR) is almost certainly a victim of Amazon Inc. ($AMZN). Given the relative lack of debt and no private equity overlord, it seems that pundits have as clear-cut an example of “The Amazon Effect” as you can get.

This — coupled with the last few year’s of retail carnage — naturally begs a question about Amazon’s reach and market share.

Luckily, shortly before Christmas, Benedict Evans did a deep dive into Amazon’s business (using 2018 numbers). We’ll summarize it here but it’s worth a read in its entirety.

Discussing sales, Evans writes that in the US:

Amazon sold $77.5bn of products itself,

And also sold another $106bn for third parties,

Giving a total US [Gross Market Value] in round numbers of roughly $184bn. 


$184bn sounds like a big number, but how does that compare to the competition? What market share would that give Amazon? 

The simple answer is that the US government gives a number for total ecommerce sales as an economic statistic: in 2018 the number was $522bn. Hence:

Amazon’s first party business had about 15% market share of US ecommerce

The third party business had about 20%

And the total GMV had a 35% share. 

Note the distinction he’s making between direct online sales and “third-party seller services.” The latter is Amazon’s “Marketplace,” where Amazon simply serves as an agent handling the logistics for third-party sellers.

Splitting out GMV is important because Amazon isn’t setting the price or choosing the selection for the third party Marketplace. This is especially relevant for any conversation about predatory pricing: Amazon is setting the price directly for 15% of US ecommerce, not 35%. On the other hand, some of those third party products will be competing with products that are sold and priced by Amazon, and setting their own prices accordingly. Life is complicated.

But Amazon doesn’t merely compete with online businesses and so the share numbers above aren’t entirely accurate — particularly in the context of discussions about monopolies and regulation. Amazon does compete, for instance, against physical retailers like Walmart Inc. ($WMT)Target Inc ($TGT) and Barnes & Noble Inc. ($BKS), as just some examples (and increasingly so, it seems, given the improving performance by the former two, especially). For this, you need to add in the effect of Amazon’s limited physical consumer goods stores, i.e., AmazonGo (11 stores), Amazon Books (18 stores), Amazon 4-Star (3 stores), and most importantly, WholeFoods (~470 stores). In 2018, physical stores accounted for $17.2b of net sales (for the sake of comparison, Amazon’s cloud offering, AWS, was $25.6b). And then, he notes, we need to compare the figure against total US retail (excluding auto, gasoline stations, restaurants, bars).

That leaves ‘addressable retail’ (i.e. excluding cars, car parts, gasoline stations, restaurants and bars) of $3.6tr in 2018.

Hence, Amazon US retail revenue of $200bn was about 6% of US addressable retail

(Incidentally, this means that $522bn total US ecommerce is about 15% of US addressable retail.) (emphasis added)

These are interesting numbers and support, in many respects, PETITION’s long-held position refuting the simplistic view that the proliferation of bankrupted retailers is the result of “The Amazon Effect.” Said another way, The Amazon Effect likely gets way more air time than it deserves. Right now anyway. Indeed, “in the USA in 2018, Amazon was a little less than two thirds of the size of Walmart.”

But:


of course, Amazon is growing. Its US ecommerce business probably grew 20% in the last year, and so its market share of total and of addressable retail is going up. Hence, you could argue that since ecommerce is clearly going to take over a much larger share of retail, and since Amazon has a large (35-40%) share of ecommerce, Amazon’s strength in ecommerce means it will swallow everything else, even if it’s only at 5-6% today.

And this is to say nothing about how it has used data to sideswipe third-party sellers and promote its own private label brands at their expense — among other shady behavior.

Evans concludes:

I don’t think one can just assume that Amazon’s market share of online sales will be maintained indefinitely in a straight line into the future. The more that ecommerce expands beyond the original commodity categories, the more that we see new and different models and experiences proliferating. Shopify, another platform for online retail, is now at an annual run-rate of $60bn of GMV, up from nothing five years ago.

Of course, people have bet against Amazon in the past and we know how that’s worked out.

🙏A Lannister Always Pays His Debts. The Same Can’t Be Said of the Catholic Church (Long Cardinal Shady)🙏

Here is a Bloomberg Businessweek article about the Catholic Church weaponizing the bankruptcy code to manage sexual abuse cases that have been lobbed against it over the years. It’s brutal. Here’s the deal:

More dioceses are filing for bankruptcy now that rules are changing about how much time a victim has to sue over abuse. Seven states and the District of Columbia passed laws in 2019 that suspend the statute of limitations on civil sex abuse suits, and at least three other states are considering them. Known as “window statutes,” they’ve become popular in the wake of the #MeToo movement and public outcry over abuse by men in power. Until recently, only a half-dozen states had them. Window statutes caused churches to declare bankruptcy in San Diego, Wilmington, Del., and cities throughout Minnesota.

After New York state’s law went into effect in August, almost 430 sex abuse victims immediately filed lawsuits, most of them against dioceses. The diocese of Rochester declared bankruptcy in September; bishops in Brooklyn and Buffalo announced that theirs may soon follow.

Indeed, there are eight dioceses in New York and they all may be in trouble. Just a few days ago, the Bishop of the Buffalo Diocese indicated that a bankruptcy is probable, noting, per The Buffalo News, that “‘it won’t be long’ before a decision is made on whether to file.” This comes after the Diocese of Rochester already filed for bankruptcy back in September. In “â›ȘAnother Catholic Diocese Goes Bankrupt (Short Trusted Institutions)â›Ș,” we noted the following with respect to Rochester:

Earlier this year, the New York State Legislature passed the Child Victims Act (“CVA”) and Governor Cuomo signed the legislation into law in February. The CVA (i) opened a one-year “window” through which time-barred child sex abuse claimants could lodge claims and (ii) extended “the statute of limitations for claims that were not time-barred on its date of passage, permitting such child victims to commence timely civil actions until they reach 55 years of age.” The result? 46 lawsuits involving 61 plaintiffs (plus another 12 demand letters indicating future suits). Chilling numbers.

Here’s another chilling number: “[s]ince the mid-1980’s, the Diocese has settled 44 claims related to child sexual abuse.” No wonder people today have lost faith in our institutions.

Now multiply that across numerous other dioceses across the US. Brutal.

Those of you who’ve been reading PETITION know by now that bankruptcy channeling injunctions can be a highly effective way for companies to deal with an onslaught of legal claims. We’ve seen these in mass tort cases (i.e., Takata, soon in PG&E), and asbestos cases. Indeed, two manufacturers filed for bankruptcy recently to take advantage of this. This allows a debtor to put a certain amount of money in a litigation trust and all claims are channeled towards that trust for recoveries. The question is the funding of said trusts. And, according to Bloomberg, it is here that the Church is acting inimical to religious values.

In many cases, churches precede bankruptcy by transferring and reclassifying assets. The effect is to shrink the pot of money available to clergy abuse victims. That and Chapter 11’s universal settle­ments and protections from further claims have been an effective one-two punch for limiting payouts. A Bloomberg Businessweek review of court filings by lawyers for churches and victims in the past 15 years shows that the U.S. Catholic Church has shielded more than $2 billion in assets from abuse victims in bankruptcies using these methods. “The survivors should have gotten that money, and they didn’t,” says Terry McKiernan, president of BishopAccountability.org. “The Catholic Church has behaved like a business. It hasn’t behaved like a religion that lives by the rules it espouses.”

And people wonder why this country is becoming increasingly secular.

đŸ’„Achtung! Retail Poised to Fall Off a PierđŸ’„

The holidays came and went and, for the most part, the news surrounding the consumer had been
gulp
positive? People spent money. Lots of it apparently. According to Mastercard Inc. ($MA), overall holiday sales from November 1 through Christmas Eve were up 3.4% (excluding autos). The total figure hit $880b, which exceeded Mastercard’s forecast. The question for many retailers is: “where did consumers spend?”*

Spoiler alert


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🎅A Wave of Filings Crash the Holidays🎅

đŸ€–Are There More #BustedTech Bankruptcies Coming?đŸ€–

The recent bankruptcies of Fusion Connect (which just confirmed a plan swapping ~$270mm of debt for equity), Clover TechnologiesuBiome (which just sold for a small fraction of its valuation), Loot Crate Inc.Juno Inc.Munchery, and Vector Launch Inc. â€” combined with the recent negative news surrounding WeWork (of course), Faraday Future (founder already in BK), Proteus Digital Health and Wag â€” signal that restructuring professionals shouldn’t sleep on “tech.” The sector has been surprisingly active in 2019 and there’s likely more to come in 2020 (e.g., RentPath?).

In the wake of the WeWork debacle, there has been a lot of talk about the end of “growth at all costs” thinking and a newfound emphasis on business fundamentals, i.e., unit economics. Indeed, post-WeWork, funding in startups immediately slowed down 
 for like a second 
 and people took measure; likewise, in the public markets, many recently IPO’d companies with questionable fundamentals have performed poorly. Time will tell, then, whether WeWork was just a blip on the radar screen or the canary in the coal mine. There are more signs of the former — this week it seems like 8,292,029 companies announced new raises — but might Vector Launch be validation of the latter? Who knows.

As we’ve argued in the past — obviously VERY prematurely — tech “startups” are more mature at earlier stages now than they used to be which very well may require them to sidestep the assignment for the benefit of creditors and launch headfirst into a bankruptcy court — if and when folks again get scared. With the private markets having become the new public markets over the last decade, there are a ton of private tech companies that are well-developed (read: “unicorns”); that have intellectual property (e.g., actual patents as well as brands); that have valuable contracts/leases; that have investors that seek releases. What they don’t appear to have are viable business models. When the tide goes out (read: the money scares), we’ll see who is wearing clothes.

The question is: what would be the catalyst? With interest rates steady or declining, there’s no reason to suspect the end is near for “yield baby yield” psychology and, therefore, the deployment of endless quantities of capital in alternative asset classes. That should bode well for tech.

And, yet, people are fearful. First Round Capital recently released its “State of Startups 2019” and if some of the fears come true, indeed, there will be more action as noted above:

Founders fear the bubble — concerns are at a 4-year high.

This year, over two-thirds of founders who ventured a guess think we are in a bubble for technology companies. It’s the highest number we’ve seen since 2015 — up 12% from 2018 and 25% from 2017.

Spoiler alert:


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đŸ’„Distressed Debt Investors Need a Reset: 2020 Can’t Come Fast EnoughđŸ’„

As hedge funds continue to get decimated and investor money shifts rapidly to private equity and private credit, the negative news for distressed investors is piling on heading into the new year.

Here is an excellent Financial Times piece about GSO, the massive $142b fund manager that is in the midst of significant senior management transition. Among many interesting tidbits, the article cites the problems that GSO is having trying to keep committed capital as “key man” managers depart and performance suffers:

Blackstone set about trying to persuade investors to keep faith with its $7bn distressed debt fund, but matters were complicated by heavy losses on distressed debt investments linked to GSO’s energy franchise, which Mr Scott used to run. One of the troubled energy companies, Oklahoma-based Tapstone Energy, whose board Mr Scott previously sat on, this month missed an interest payment on its debt.

The setbacks wiped out most of the gains made by investors in Capital Solutions II, a previous fund that investors viewed as similar.

PETITION Note: it probably won’t help matters when Tapstone Energy definitively files for bankruptcy. Tick tock, tick tock
it should be any day now.

What the piece illustrates is that, for many funds, energy-related performance in the middle of the decade has since taken a dramatic turn for the worse — wiping out gains that, at one time, helped (a) make various investors much richer via bonuses and (b) follow-up funds raise cash.

Between June 2013 and the end of 2017, the predecessor fund had notched up annual gains of 14 per cent, securities filings show. By the end of September 2019, however, Blackstone’s portfolio valuation indicated that those profits had all but disappeared, leaving investors with net internal rate of return of just 1 per cent.

The ramifications of this extend beyond having to discount fees in order to maintain funds. Perception risk — elevated by an extraordinary amount of coverage in the mainstream and other media outlets about “manufactured defaults” — is now apparently front-of-mind for GSO.


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🇹🇩Oh Canada (Short Mary Wanna)🇹🇩

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If we were to be accused — and we haven’t really — of being too US-centric we would be
well
GUILTY AF. We admit it: we act like snobby Americans — like the rest of the world doesn’t really exist. Shockingly, though, it does. Who knew?😜

One thing that caught our eye recently is the apparent proliferation of cannabis-related distress in Canada — something that, due to federal law limitations, you couldn’t see
at least in court
in the United States.

On December 2nd, an Ontario-based company called AgMedica Bioscience Inc. filed a CCAA proceeding to give itself some breathing room and access much needed DIP capital. The company obtained a $7.5mm DIP credit facility from a Canadian lender, Hillmount Capital Inc., and seeks to use the bankruptcy to restructure several tranches of secured and unsecured debt.

What’s interesting is the timeline. In late 2018, everyone thought cannabis was going to be a 21st century gold rush. Canopy Growth Corporation ($CGC) was reportedly the first federally regulated and licensed cannabis producer to trade on a public exchange in Canada (artfully under the ticker “WEED”) and then went public in the United States in May 2018. The stock opened around $26/share and then rocket-shipped to as high as $52.74. It has since come WAY BACK DOWN TO EARTH and trades here:

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Similarly, Tilray Corporation ($TLRY) went public in June 2018, debuting on Nasdaq at $17/share. Here is the chart since then:


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🚂Manufacturing (Short the Railroads?)🚂

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We were surprised to hear certain Representatives boast about US manufacturing growth during the impeachment hearings. We stopped in our tracks: “wait, what?” As we noted on Wednesday, the ISM Manufacturing numbers tell a different story — a contraction story.

But, to be fair, there are other surveys. The recent IHS Markit index painted a different picture. This Axios piece discusses the difference between the two surveys and is worth a quick read. The ISM survey includes fewer participants and “
uses five components, each weighted evenly at 20% — new orders, production, employment, supplier deliveries and inventories.” The IHS survey “
uses a weighted average that gives greater importance to new orders (30%), output (25%) and employment (20%), and lower weighting to suppliers’ delivery times (15%) and stocks of purchases (10%).” The bottom line is that if the former is correct, the US economy may be f*cked; if the latter is more accurate, the economy is expanding.

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Now, granted its a small data set but the current trucking situation (see Wednesday’s “🚛Dump Trucks🚛“) seems to reflect, at least in part, a slowdown in manufacturing (among other things, including the effect of tariffs and shipping). But what about the railroads?

In November, rail carloads declined 7.5% YOY, led primarily by coal (âŹ‡ïž 14.5%) and primary metal products (âŹ‡ïž 15.1%). Per Logistics Management:


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âšĄïžUpdate: Forever21 Inc.âšĄïž

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Forever21 Inc. is forever filing motions to reject sh*t. On Friday, the company followed up its Store Closing Motion (which, itself, had two supplements) with its fourth rejection motion of non-residential real property leases. By our count, somewhere between 100-150 different lease (or sublease, as the case may be
looking at you Belk Inc.) counterparties have been affected now by the bankruptcy. That’s a lot of landlords and lessors looking for tenants and subtenants, respectively.

https___bucketeer-e05bbc84-baa3-437e-9518-adb32be77984.s3.amazonaws.com_public_images_ae705b84-f33d-40e0-9eb1-552ee80c8185_297x170.jpeg

Who is bearing the brunt of this? By our count (in approximate numbers):


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💰Retail Roundup (Short Mall Traffic; Long Discounting)💰

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Ah, the fourth quarter. The fourth quarter is critical for retailers as they play out the “holidays” option and hope to stave off bankruptcy. How’s that working out for them?

Per CNBC:

U.S. retail sales increased less than expected in November as Americans cut back on discretionary spending, which could see economists dialing back economic growth forecasts for the fourth quarter.

The Commerce Department said on Friday retail sales rose 0.2% last month.

Surveys had predicted a 0.5% retail sales acceleration.

Excluding automobiles, gasoline, building materials and food services, retail sales edged up 0.1% last month after rising by an unrevised 0.3% in October.

The so-called core retail sales correspond most closely with the consumer spending component of gross domestic product. Consumer spending, which accounts for more than two-thirds of U.S. economic activity, grew at a 2.9% annualized rate in the third quarter.

The breakdown is as follows:

  • Auto sales âŹ†ïž 0.5%;

  • Gasoline âŹ†ïž 0.7%;

  • Online/Mail-Order Retail âŹ†ïž 0.8%;

  • Electronics/Appliances âŹ†ïž 0.7%; and

  • Furniture âŹ†ïž 0.1%.

On the negative side, however:

  • Apparel âŹ‡ïž 0.6%;

  • Restaurants/Bars âŹ‡ïž 0.3%; and

  • Hobby/Music/Book Stores âŹ‡ïž 0.5%.

It gets worse for apparel. The Bureau of Labor Statistics’ latest CPI report revealed weakness for November — which, significantly, includes Black Friday and Cyber Monday. 😬

Men’s and women’s apparel decreased by 0.9% and 3.6% YOY, respectively, while boys’ and girls’ apparel decreased 3.9% and 2.2%. Said another way, there’s an epidemic of markdowns/discounts. That can’t bode well for retail’s bottom line.

Indeed, several retailers acknowledged that markdowns are a significant issue. American Eagle Outfitters Inc. ($AEO) CEO Jay Schottenstein* noted â€œthe challenging environment promotional activity increased relative to our expectations,” a theme that was reiterated by management teams at Urban Outfitters ($URBN)Francesca’s ($FRAN), Children’s Place ($PLCE) and Designer Brands ($DBI)Gamestop Corp’s ($GME) CEO George Sherman — while reporting dogsh*t numbers — noted:

“At this stage, we've entered the commoditization phase of the console cycle, where promotional pricing is driving sales. And if you're out shopping or doing store checks over Black Friday or Cyber Monday you likely saw a clear example of [those] discount stands.”

The problem is that retailers need to draw foot traffic and when your retail experience is commoditized and your product sucks sh*t, how do you do that?


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🚛Dump Trucks🚛

Manufacturing, Trucking & the Ports

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We’re old enough to remember a narrative that went something like this:

  • Amazon Inc. ($AMZN) is dominating retail with 2-day (now 1-day) shipping +

  • Traditional brick-and-mortar retailers are converting to e-commerce +

  • Digitally-native-vertical-brands are cutting out brick-and-mortar and going direct-to-consumer =

  • Increased need for logistics and shipping capabilities.

Because of these developments, among others, this country — it was said — was suffering from a trucking shortage relative to the demand and so wages rose rapidly and seemingly every retailer reported that rising shipping expenses were harming the bottom line. Given this, you’d think truckers would be crushing it.

Maybe
not? At least anymore.

In August we noted the following:

ACT research reflects two straight quarters of negative sector growth and DAT reported a 50% decline in spot market loads, with no category immune to the declining trend. Van load-to-truck is down 50%, flatbed load down 74.5% and reefer load down 55.5%. Some fear this may be a leading indicator of recession. Alternatively, it may just be the short-term effects of tariffs and the acceleration of orders into earlier months to avoid them. 

Still, the trucking industry is worried. 

Van spot rates were down 18.5%, flatbed spot rates down 18.4%% and reefer spot rates down 16.8%. The word “bloodbath” is now being bandied about. Per Business Insider:

“There has been a spate of trucking companies declaring bankruptcy this year, too. The largest was New England Motor Freight, which was No. 19 in its trucking segment. Falcon Transport also shut down this year, abruptly laying off some 550 employees in April.

"We have become increasingly convinced that freight is likely to remain weak through 2019 followed by falling truckload and intermodal contract rates in 2020," the UBS analyst Thomas Wadewitz wrote to investors in a June 18 note.

Trucking's biggest companies have been slashing their outlooks. Knight-Swift and Schneider both cut their annual outlooks earlier this year.”

Will this trend continue as manufacturing numbers continue to slip?

That was a good question. And, indeed, manufacturing does continue to slip — at least according to the ISM Manufacturing PMI report:

With the foregoing context, take some more recent news:

1. Hendrickson Truck Lines Co.

The family-owned trucking company recently filed for bankruptcy in the Eastern District of California (a chapter 22, actually). The company is on the smaller side: liabilities between $10-50mm; roughly 90 trucks and 100 drivers; operations in 10 states. Per FreightWaves:

“The company said its financial problems started in January with a sharp decline in overall freight tonnage. This, combined with excess truck capacity, resulted in a 21% rate drop compared with 2018, resulting in a $400,000 per month revenue drop, according to its petition.  

Two of the carrier’s top customers, which accounted for nearly 50% of its business, switched to lower-cost providers, the company said.” (emphasis added)

The company also blamed a poor truck leasing deal for its filing.

2. Truck Orders Are Down

The Wall Street Journal recently reported:

Order books for heavy-duty truck manufacturers are thinning out as a weaker U.S. industrial economy pushes fleet operators to put the brakes on plans to expand freight-carrying capacity.

Trucking companies in November ordered 17,300 Class 8 trucks, the big rigs used in highway transport, according to a preliminary estimate from industry data provider FTR. That was down 39% from November 2018 and a 21% decrease from October, providing a weak start for what is typically the busiest season for new-equipment orders.

The orders last month were the lowest for a November in four years, and analysts said they expect a backlog at factory production lines that has been dwindling this year to pull back even more.

It continued:

Truck-equipment makers have started scaling back production and laying off workers this year as demand for new trucks has weakened.

Daimler Trucks North America LLC said in October it planned to lay off about 900 workers at two North Carolina Freightliner plants as “the market is now clearly returning to normal market levels.”

Engine-maker Cummins Inc. cut its annual revenue forecast in October and the company last month said it plans to lay off about 2,000 workers early next year. â€œDemand has deteriorated even faster than expected, and we need to adjust to reduce costs,” the Columbus, Ind.-based manufacturer said in a statement.

What’s going on here? Well, yes, manufacturing is down. But “global trade tensions are weighing on transportation demand.” More from the WSJ:

U.S. factory activity contracted in November for the fourth straight month, according to the Institute for Supply Management.

Freight volumes and trucking prices have been on the decline. U.S. domestic freight shipments fell 5.9% in October compared with the same month last year, while truckload linehaul rates were down 2.5% year-over-year, according to Cass Information Systems Inc., which handles freight payments for companies.

đŸ€”

3. Trade, Declining Truck Orders, and Imports (Short the Ports?)

We’re curious: if tariffs and trade wars are trickling down to trucking, what must this mean for ports in this country? Per Transport Topics:

Three West Coast ports saw significant drop-offs in cargo volume last month, the latest indication that the United States’ long-simmering trade dispute with China is impacting operations at the nation’s ports.

The Port of Los Angeles, the nation’s busiest facility, saw a 19.1% decline in 20-foot-equivalent units (TEUs) container volume, moving 770,188 compared with 952,553 in the same period a year ago. Imports and exports were both down 19%. The drop-off also means the Los Angeles port is 90,697 TEUs behind last year’s record pace, having processed 7,861,964 TEUs through the first 10 months, compared with 7,723,159 at this point last year.

Port Executive Director Gene Seroka and other officials were in Washington on Nov. 12, and he is sounding the alarm over the damage being done to the economy because of the ongoing trade battle and the resulting tariffs on hundreds of billions of dollars worth of products.

And this, apparently, isn’t isolated to the West Coast:

Will we start seeing some port distress in the near future? Fewer trucks and fewer trains mean lower revenue. đŸ€”

4. Celadon Group Files for Bankruptcy

Indianapolis-based Celadon Group Inc. ($CGIPQ) is a truckload freight services provider with a global footprint. Founded in 1985, the company professes to have pioneered the commerce trail between the United States and Mexico. Thereafter, it IPO’d and used the proceeds for growth capital, expanding its freight-forwarding business with the acquisition a UK-based company and another 36 companies thereafter. Not only did these acquisitions expand its geographic footprint, but they also expanded the company’s freight capabilities, opening up revenue possibilities attached to refrigerated and flatbed transportation. In all, today the company operates a fleet of 3300 tractors and 10000 trailers with 3800 employees. Its primary focus continues to be NAFTA countries; its customers include the likes of Lowes Companies Inc. ($LOW)Philip Morris International Inc. ($PM)Walmart Inc. ($WMT)Fiat Chrysler Automobiles NV ($FCAU)Procter & Gamble Inc. (($PG) and Honda Motor Co Ltd. ($HMC).  

All of the above notwithstanding, it is now a chapter 11 debtor. Worse yet, it will, in short order, wind down and no longer be in existence. In an instant, the aforementioned 3800 employees’ livelihoods have been thrown into disarray.

Not that the signals weren’t there. The company has been in trouble for some time now. In addition to macro woes, it has a large number of self-inflicted wounds. 

Back in July, the company teetered on the brink of bankruptcy but it bought itself a short leash. On July 31, 2019, the company refinanced its term loans held by Bank of America NA ($BAC)Wells Fargo Bank NA ($WFC) and Citizens Bank NA ($CFG) with a new facility agented by Blue Torch Finance LLC* that counted Blue Torch and Luminus Partners Master Fund as lenders.** The new lenders provided $27.9mm of new term loans and, in exchange, received $8mm in original issue discount and fees. The banks, it appears, got out just in the knick of time. Indeed, the company and its lenders have been engaged in an endless stream of negotiations, concessions and waivers ever since: the credit docs have been amended ad nauseam ever since the initial transaction because the company was in constant danger of breaching its covenants.

Why so much drama? Per the company:

“The need to file these chapter 11 cases was a result of a confluence of factors including industry-wide headwinds, former management bad acts, an unsustainable degree of balance sheet leverage and an inability to address significant liquidity constraints through asset sales and other restructuring strategies. In mid-2019, the trucking freight market began to soften. The combination of a decline in overall freight tonnage and excessive truck capacity in the market led to a significant decline in freight rates, and customers began to take bids at lower freight rates. Compared to the year immediately prior, 2019 showed a steady decline in freight rates, including spot freight rates and contractual rates. In addition to declining freight rates, volumes of loads in freight have experienced decreasing numbers for a significant portion of 2019.”

Sound familiar? Well, these issues alone should have been enough to present problems but they were accentuated by the fact that the company’s prior senior management allegedly engaged in some shady a$$ sh*t. That shady a$$ sh*t ultimately led to a Deferred Prosecution Agreement and a $42.2mm fine. While only $5mm has been paid to date, that $37mm overhang is substantial.

With all of these issues piling up, the company ultimately defaulted on its revolver. Consequently, MidCap Financial Trust, the company’s revolver lender, froze lending and the company’s already-growing liquidity problem became a wee bit more problematic. With barely enough money to fund payroll and payroll taxes, the company had no choice but to file for chapter 11. To put an exclamation point on this, the company had merely $400k of cash on hand when it pulled the trigger on bankruptcy. 

So what now? The company ceased operations and will commence an orderly wind down of its businesses, preserving only Taylor Express Inc. as a going concern. Taylor Express is a NC-corporation that the company acquired in 2015; it is a dry van and dry bulk for-hire services provider, operating principally for the tire and retail industries and primarily in the South and Southeast regions of the US. To fund the cases, the debtors secured a commitment from Blue Torch for $8.25mm in DIP financing. The DIP mandates that any sale order relating to the liquidating business be entered by January 22. 

As for the employees? Well: 

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Yeah, they’re understandably pissed. For starters, they were laid off en masse with no notice. One employee, on behalf of all employees, filed an Adversary Complaint alleging a violation of the WARN Act, which requires 60 days’ advance written notice of a mass layoff and/or plant closing. In response, the truckers have formed a “Celadon Closure Assistance and Jobs” group on Facebook. It has 1300 members. Per Fast Company

“Truckers in [a] Facebook group are posting about having 20 minutes to clear out their trucks and go. CBS also reported that some drivers “were stranded when their company gas cards were canceled.”

YIKES. All told, this is a hot mess. Per SupplyChainDive:

“’This is noteworthy because of the size of the fleet,’ Donald Broughton, the principal and managing partner at Broughton Capital, told Supply Chain Dive in an interview.  â€˜It’s noteworthy because less than 10 years ago Celadon was known as one of the most active, prolific and successful at salvaging small fleets that were struggling and in trouble.’

The failure of Celadon represents the largest trucking failure this year and ‘certainly one of the largest in history,’ Broughton said.”  

“Largest [insert industry here] failure” is not an honor that anyone wants.

*Blue Torch Finance LLC was also active in another DLA Piper LLP bankruptcy, PHI Inc., as DIP lender. 

**Blue Torch hold a priority right of payment on the term loan collateral with Luminus second and revolver lender, MidCap Financial Trust, third. 


đŸ’©Retail, the Internet, China & Counterfeiting (Long Unscrupulousness).đŸ’©

This is a story about S’well. It illustrates just how vicious competition is today. And made even more vicious by (i) “signaling” and ease of discovery (lots of likes on Instagram), (ii) shady-AF Chinese manufacturers (producing legit product by day, extra off-the-truck product by night), and (iii) Amazon Inc.’s ($AMZN) failure to police third-party sellers. Choice bit:

Counterfeiting is an old game: In ancient Rome, counterfeiters knocked off authentic Roman coins. In recent decades, counterfeits of luxury products like handbags, watches, and sneakers have become commonplace. Now, though, online marketplaces like Amazon and social-media sites like Facebook and Instagram are enabling a new copycat ecosystem that’s become a hall of mirrors for both brands and shoppers. It’s never been easier for makers of knockoffs to reach consumers, project authenticity, and make money — and it’s never been harder for the real companies to regain control.

This is crazy:


less than a year into starting the business, Kauss realized she had a big problem. Kauss and her then-boyfriend Jeff Peck (now her husband and the company’s president) were heading to S’well’s factory in China when they stopped for a couple days’ vacation in Hong Kong. Kauss saw there was a trade show and insisted on stopping by. When she arrived, it appeared that S’well had a significant presence at the show, with bottles displayed in a case and a ribbon flaunting an award it had apparently won. “A man came over to me and gave me his business card, very properly, and said he was from S’well,” she says. His card had S’well’s logo on it, with the little TM for ”trademark.”

The problem: Kauss at that point was running S’well from her apartment. It had no presence in Asia. Nor did it have a sales rep there. And it had no employees besides Kauss. She had barely gotten the company off the ground, and her bottles were being knocked off.

What. The. Hell. Read the piece. It’s long. And nuts.

But that’s not all. This is a horribly pervasive problem:

Last year, when the Government Accountability Office bought 47 consumer products like cosmetics and travel mugs online from third-party sellers on sites including Amazon.com and Walmart.com, it determined that 20 of them were fakes.

Here’s the problem from another vantage point (also very much worth reading):

I've been talking to a friend who's a cofounder at a womenswear ecommerce startup about their content strategy. I searched around to see what kind of stuff is out there about them (press mentions, reviews, etc.), and stumbled upon something odd. On a Bustle.com top ten sex toys list, it had listed a product from their brand. They do not sell sex toys. I clicked through, and it led to an Amazon site with their company’s branding. They do not sell on Amazon.

It turned out a China-based seller had “hijacked” their brand. This is apparently a regular thing.

A few days later, when visiting my friend's office, I found out that they had one staff member dedicated to monitoring Amazon for exactly these situations. There was a big spreadsheet where they tracked various culprits. There was a specific contact at Amazon they would call when they found shady stuff like this. They had a lawyer they billed, and a process in place to deal with this. It cost time and money and it was a never-ending game of whack-a-mole. It had become such an increasingly frequent problem over the past few years, yet they seemed fairly blasé about it. It was just business as usual.

I understand counterfeiting has always been a problem in retail, but this felt different. Amazon was their competitor. It had launched a private label brand that directly competed, undercutting them on price and shipping speed. Yet, Amazon also sold counterfeit items of theirs (well, Amazon “facilitated” it) and the startup bore the cost of cleaning up the trillion dollar company’s platform. I guess this was how ecommerce worked in 2019.

The article goes on to explain that this is the natural side effect of Amazon’s concerted efforts to court Chinese sellers to its platform. It explains the lack of quality control and
..


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đŸ’„Shade of the Week— “We Believe Real Models Will Become Wildly Popular in the Post WeWork Eraâ€đŸ’„

Restoration Hardware Inc. ($RH) reported earnings this week and blew it out of the water in every possible way. Not all retail is a hot mess, apparently. When you crush it like they did — 6+% revenue increase and doubled profits — we suppose that gives you some license to sh*t on LITERALLY EVERYONE UNDER THE SUN. This is savage:

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DAAAAAAAAAMMMMN. DTC DNVBS and standard brick-and-mortar retailers just got run over by the Restoration Hardware bus. And rightfully so:


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âšĄïžUpdate: PG&E Corporation ($PCG)âšĄïž

Per The Wall Street Journal:

PG&E Corp. has reached a settlement with victims of the wildfires that pushed California’s largest utility into bankruptcy, agreeing to pay them $13.5 billion in damages.

The pact removes a significant obstacle to PG&E’s emergence from chapter 11 protection and includes reforms meant to address criticism that the company enriched shareholders while leaving customers exposed to danger from aged, unsafe equipment.

PG&E bowed to demands for more money for fire victims and gave in to pressure from California Gov. Gavin Newsom to improve its corporate governance and implement stricter safety protocols.

The best part: the settlement is payable half in cash and half in stock. All we have to say is:


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