Sears Reinsurance Company Ltd.— the Crown Jewel!
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Volume 16, Issue 2 Winter, 2014 Company Health Check CAN SEARS SURVIVE IN THE CURRENT RETAIL ENVIRONMENT? Last month the Chicago Tribune published a 40-page brochure about In addition to Chairman Lampert, Chicago’s Top Workplaces. Unfortunately, Sears Holdings was not one many analysts have been very of the companies listed as a great place to work. negative about Sears. Many dislike Lampert’s merchandising tactics The Tr ibune’s research found that “The culture of an organization sepa- and think he treats the company rates the top workplaces from others … the best organizations work at less as a pure retailer and more like (developing culture). They are run well and treat their employees with re- a bundle of assets that can one day spect. At these firms, the mission is clear, the leaders inspire confidence be turned into cash. and the workers see opportunities for advancement but also can maintain a healthy work-life balance.” Brands to Go For instance, last month it was According to the reported that Sears is considering research, compa- unloading its Lands’ End brand, nies that prosper one of its crown jewels, and Sears use an employee- Auto Center business. The company f i r st approach, purchased Lands’ End in 2002 compared with with the hopes that this classic models that are American brand would draw cus- customer-focused tomers into stores and bolster its or based on opera- online presence. tional excellence, continued on page 2 consistently yields good results. “Numerous studies show that people-first models deliver above-average This issue of STRAIGHT TALK: returns. But it requires a discipline from the organization, the discipline Health Check for Sears p. 1 to stick to it.” The Crown Jewel p. 3 In the last issue of Straight Talk we asked whether Sears was in rocky Medicare Scam p. 4 territory? This inquiry was based upon comments that Chairman Lampert Private Edward Lampert p. 5 made at Sears Annual Meeting last May. He said that Sears did not move The E-Mailbag p. 7 Cudmore Obituary p. 8 fast enough to cut expenses in the wake of the financial crisis. Charman’s Page p. 10 “I’ve seen businesses … adjust their cost model and come out of it stronger,” Club News p. 11 Lampert said. However, “we haven’t done that in every case … the level of profit- The Way We Were p. 12 ability is still well below where it needs to be … we’ve got a lot of work to do.” ALOTBSOL—AWHFY p. 12 —STRAIGHT TALK Winter 2014— 1 Survive continued from page 1 tic sales are down; (4) The company At last May’s Sears Annual meet- This $1.86 billion acquisition was isn’t investing in the future; and ing Lampert acknowledged that touted as a model for how cata- (5) Rewards program. “we haven’t figured out how to get log and upstart web retailers a decent return on our assets, and Sozzi said that the rewards pro- could complement brick-and-mor- that’s something we just can’t keep gram is “eating the company from tar stores. going on without generating suf- the inside out. It’s driving lower ficient profit … We know that the Sears said moves to split these quality sales today and opening level of profitability in the business businesses would let the divi- the floodgate for even more margin- is still well below where it needs to sions “pursue their own strategic killing promotions in the future.” be to justify the assets we’ve dedi- opportunities, optimize their cap- Unloading Lands’ End and Sears cated to this business.” ital structures, attract talent, Auto businesses shows that the and allocate capital in a more fo- Third-Quarter Report Sears brand is desperate to raise cused manner.” The company reported that its net cash, Sozzi said. “ … At some point loss for the third-quarter, the sixth Furthermore, earlier this year in our lifetime, Sears will run out of in a row, widened to $534 million, Sears said it was evaluating stra- assets to sell to raise cash to fund or $5.03 a share, from $498 million, tegic alternatives for its warranty operations.” He added “every asset or $4.70, a year earlier. Sales fell business, including a possible sale, sale brings Sears closer to death.” 6.6 percent to $8.27 billion. joint venture or recapitalization. In Canada, the company is sell- But analysts have said that the “The gross margins were really ing off prime real estate, opening company’s warranty business has bad,” Matt McGinley, a managing up space for competitor Target, been hurt by steep declines in director at International Strategy Sozzi said. Sears appliance sales. & Investment Group in New York. Wall Street’s Opinion “If there was one silver lining in Justin Lahart, a writer with The Wall And in the October 12, 2013, issue terms of what they did this quar- Street Journal said, “Mr. Lampert of Barron’s it was stated that the ter, it’s that they delivered on what has had years to turn Sears around, rally of Sears shares belies big wor- they said they would do with the and hasn’t done so. The latest ma- ries. “Lampert has done a masterful expense reductions and the inven- neuver looks more like a reshuffling job of ensuring that Sears will have tory reductions.” of the deck than dealing the busi- ample liquidity to stock its shelves ness a new hand.” As reported in the Chicago Tribune, during the holiday season and be- “While analysts have pointed out However, others have said that yond. But questions about the value that Sears spends less than com- Lampert takes a realistic, un- of the company’s real estate and the petitors on store upkeep, the retailer sentimental view of the company. prospects for its retail arm suggests has been pouring money into e- While criticized for refusing to investors should shop elsewhere.” commerce initiatives. Lampert has invest in store revamps and spruc- In the June 20, 2013, issue of highlighted Member Assist, a mobile ing up as a matter of routine, he Forbes it was asked, “Should Eddie application that customers can use recognizes that with many subpar Lampert fire the CEO of Sears?” to text message store associates.” locations and stiff competition, The reason for the question: “Dur- Sears might not get much payoff Sears has also created a social net- ing his tenure, Mr. Lampert cannot from such spending. work for the company’s Shop Your claim to have achieved growth, nor Way loyalty program, which now 5 Disturbing Signs has he avoided sacrificing quality. generates 70 percent of sales. The October 28, 2013 issue of Busi- Perhaps it’s time he looks in the ness Insider cited “five disturbing mirror and tells the CEO of Sears Elsewhere in this issue you will read signs that Sears is getting closer Holdings that he’s fired.” comments received from retirees to death.” According to Brian Sozzi, about a possible future turnaround Unfortunately, Wall Street has unan- chief equities strategist at Belus for the company; Lampert’s back- imously given up on Sears Holdings Capital Advisors these five signs ground; and Sears guarantor and since Sears management has failed are: (1) Spinning off properties; nonguarantor subsidiaries. to deliver a retail turnaround and (2) Bombing in Canada; (3) Domes- profits have evaporated. —STRAIGHT TALK Winter 2014— 2 SEARS REINSURANCE COMPANY LTD.— THE CROWN JEWEL! As was recently set forth in the Real Estate Value of Sears Re August 2013 issue of Stansberry’s In November 2003 Sears Hold- Investment Advisory, Sears ings transferred 125 of its best Holdings is a complicat- properties to a “special pur- ed web of subsidiaries, pose entity” (Sears Re) and special purpose entities, agreed to lease these prop- holding companies and erties back from this special other affiliates. purpose entity. Then, using As reported by Stansber- a creative combination of ry’s, “Today, after years of mortgages and mortgage- machinations, Sears Holdings’ backed securities, the value of various business interests fit these properties ($1.25 billion) into two critical, special purpose ended up as securitized assets on entities—guarantor subsidiaries the Sears Re books. and nonguarantor subsidiaries. What Chairman Lampert did was “The first category of assets can legally transfer extremely valuable be used to pay back bondholders real estate assets and the cash flow in the event of a Sears Holdings they generate into an entity that What’s the Game Plan? bankruptcy. The nonguarantor bondholders can’t touch. According to the Investment Ad- subsidiaries are shielded from Intellectual Property Value visory, Lampert “is attempting to bondholders in the event of a Sears of Sears Re make Sears’ best assets (in the Holdings bankruptcy.” nonguarantor Sears Re subsidiary) Business Week t houg ht t hat Lampert’s move regarding intellec- As background, like many other untouchable in the event of a Sears large companies, Sears Holdings Holdings bankruptcy. Meanwhile, tual property was, to say the least, has numerous insurance risks the assets still engaged in the dying groundbreaking: “Sears in on the including: risks associated with retail business remain Sears’ guar- cutting edge of financial innovation merchandise service/protection antor subsidiaries. So in the event so important it could … change the agreements sold to customers, of bankruptcy, the bondholders are way managers of a wide range of workers’ compensation, casualty stuck with the retail assets.” businesses think about their bal- and property risks. ance sheets.” “ … Eddie Lampert has been build- Sears Reinsurance Company Ltd. ing a huge insurance company Using the special purpose entity, (Sears Re) was formed in 2001 from the remnants of Sears.