Tag: Private Equity

Bed Bath And Beyond: Another Retailer Bites The Dust

The Daily Escape:

Super bloom, Carrizo Plain NM, CA – April 2023 photo via Today’s California

Bed Bath and Beyond (BBBY) filed for Chapter 11 bankruptcy on April 23. It said it will liquidate its assets and close its remaining stores unless it can find a bidder for the 360 Bed Bath and Beyond stores and for the 120 buybuy BABY stores.

A little history: A year ago, the prices of their bonds began to collapse. By August 2022, suppliers halted shipments due to unpaid bills. When this became public, its 30-year bonds, issued in 2014, plunged to 16 cents on the dollar (last Friday, they were at about 5 cents on the dollar).

From Wolf Richter:

“While all this was going on, the company promoted its latest turnaround plan and closed hundreds of stores. But you can’t turn around a failing brick-and-mortar retailer. On January 5th this year, the company issued a “going concern” warning.”

There are at least three lessons to take away from the BBBY story: First, they are the latest victim of the move to online shopping. People trusted Bed Bath & Beyond, and they had a pretty good e-commerce business. They could have done very well with it if they had accepted 10 years ago that they needed to phase out of their brick-and-mortar stores.

But brick-and-mortar retailers have difficulty letting go of their brick-and-mortar storefronts. They just can’t explain to their investors that their huge, fixed investment in physical stores are doomed and need to be closed.

Wolf has two great charts comparing the rapid growth in e-commerce and the steep drop in sales by brick-and-mortar retail over the past 15 years:

These two charts show that e-commerce basically replaced $5-9 Billion in annual in-store sales for the retail industry. The top chart shows that e-commerce had reached about $115 billion by 2023. The lower chart shows that in-store sales fell from $17 billion per year in 2008 to a low of $8 billion in 2020 before recovering to nearly $12 billion in 2023.

The second issue was that rather than investing in their business, BBBY spent $11.6 billion on share buybacks from 2005 to 2021. Since 2010, BBBY basically burned $9.6 billion in cash on its share buybacks. Like other companies, BBBY used share buybacks to drive up its share price, as “demanded” by its large shareholders and Wall Street. In addition, by not using that money to transition to e-commerce, they began driving the company towards April’s Chapter 11 filing.

A third problem was that the activists that won control of the BBBY board created a self-imposed disaster. While BBBY had withstood competition from Amazon earlier, in 2019, activist investors in control of its board hired a CEO who implemented a private-label product strategy. This led to customers no longer finding the national branded goods they expected on BBBY’s shelves. Products like AllClad, Kitchen Aid, Rowenta, Miele, Corning, Wustof and Braun. So customers bought them elsewhere. That sent sales down even further, and left BBBY in a cash-poor position.

Wrongo and Ms. Right occasionally shopped at our local BBBY stores, both here in CT and earlier in CA. We always thought it was a good value proposition, particularly for towels, sheets and pillows. Back then, the stores seemed well-stocked and the 20% off coupons didn’t hurt.

BBBY followed a classic path to failure: The retail founders preside over rapid growth. Then when Wall Street and the financers get involved, the founders step back. They then hire “professional” CEOs from their big retail rivals who apply whatever worked at their previous employer.

The new leadership skips the crucially important step of giving customers more of what they need than competitors do, focusing instead on sophisticated financial engineering.

All the while their aggressive rivals are going after their customers. This leads to a loss of market share, ultimately sending a once-proud retailing icon into bankruptcy. To BBBY’s credit, they outlasted far older, bigger and better financed competitors from Sears to Montgomery Ward to pretty much everyone else in their household-goods space.

Is late-stage Capitalism at fault in the BBBY story? You betcha.

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Saturday Soother – March 26, 2022

The Daily Escape:

Crocus in bloom, Holliston, MA – March 2022 photo by Karen Randall

Let’s take a look at three stories that didn’t get their due this week. First, from the LA Times, about gang infiltration of the LA County Sherriff’s department:

“The top watchdog for the Los Angeles County Sheriff’s Department has identified more than 40 alleged members of gang-like groups of deputies that operate out of two sheriff’s stations…..Inspector General Max Huntsman said his office has compiled a partial list that includes 11 deputies who allegedly belong to the Banditos, which operate out of the East L.A. sheriff’s station, and 30 alleged Executioners from the Compton sheriff’s station.”

Huntsman told the LA Times that about a third of the 41 deputies on his list had admitted that they had gang tattoos or belonged to the groups. Allegations aren’t proof but apparently, there is a long history of allegations like this one surrounding the LA Sherriff’s department.

Also consider this article in the WaPo about police wrongdoing:

“The Post documented nearly 40,000 payments involving allegations of police misconduct in 25 departments, totaling over $3 billion. Departments usually deny wrongdoing when resolving claims.”

They found that more than 1,200 officers in the departments surveyed had caused problems resulting in at least five payments each by their municipalities. More than 200 had 10 or more payments for actions that resulted in lawsuits. New York City leads the way with more than 5,000 officers named in two or more claims, accounting for 45% of the money the city spent on misconduct cases. There are 36,000 officers in the NYPD. That’s 13.8%.

Settlements rarely involve an admission of guilt or a finding of wrongdoing. City officials and attorneys representing police departments say settling claims is often more cost-efficient than fighting them in court. Since there’s no formal list of bad actors, there’s little reason to hold these officers accountable.

Law enforcement throughout America gives itself a black eye whenever stories like these are written.

Second, the NYT reported that several of the Republican Senators who suggested that Judge Ketanji Brown Jackson had given uncommonly lenient sentences to felons convicted of child sex abuse crimes had all previously voted to confirm judges who had given out similar prison terms below prosecutor recommendations, the very problem they had with Judge Jackson:

“But Mr. Hawley, Mr. Graham, Mr. Cotton and Mr. Cruz all voted to confirm judges nominated by President Donald J. Trump to appeals courts even though those nominees had given out sentences lighter than prosecutor recommendations in cases involving images of child sex abuse.”

You can read the article for the examples.

Hypocrisy is fuel for politicians, so maybe we shouldn’t be surprised. We know that Sen. Graham had voted only a year ago to confirm Judge Jackson, despite the sentencing decisions she had made as a district judge, the same ones that he now objects to.

Third, Bloomberg reported that private equity money is again pouring into residential real estate markets. They cite Phoenix, AZ as a prime example: (brackets by Wrongo)

“The median home [in Phoenix] was worth about $285,000 at the beginning of the pandemic; it was valued at $435,000 two years later.”

That’s a 53% increase. This is also true in NJ, where Wrongo’s son just got an all-cash offer from an investment group for his home, sight unseen, at 11% higher than the closest offer from a retail home buyer who needed a mortgage.

This is turning first-time home buyers into long-term renters, with real-world consequences.

Home equity represents a huge portion of individual wealth in the US, especially for moderate-income families that have few other opportunities to use borrowed money to purchase assets that can increase in value over time. Price appreciation lets owners accrue wealth which can be tapped later on when they have a large or unexpected expense.

Wall Street’s spin is that there just aren’t enough rentals for families who want to live in good neighborhoods but can’t afford a down payment. So they’re providing a necessary economic service. You be the judge.

Enough of this drama! It’s time to find a way to let go of the tragedy in Ukraine and the clown show surrounding Judge Jackson for a bit. It’s time for our Saturday Soother.

Here on the fields of Wrong, it’s time to take down the deer fencing and put up the bluebird nest boxes. We also need to watch what we can of college basketball’s March Madness.

To help you get ready for the weekend, grab a chair by a large window and listen to Mozart’s “Turkish March” played here on bamboo instruments. It was performed in 2015 by Dong Quang Vinh on a bamboo flute along with the Bamboo Ensemble Suc Song Moi, in Haiphong, Vietnam:

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Monday Wake Up Call – April 6, 2020

The Daily Escape:

Texas bluebonnets, Round Rock, TX – 2018 photo by dried_fruit

Here are the latest national numbers (which will be out of date by the time you read them). From The COVID Tracking Project: (as of 4/4)

  • Number of daily cases: 305,755, up 33,767 or +12.4% vs. April 3
  • Rate of case increase: 12.4% vs. 13.75% on 4/3 and 15% average for the past week
  • Number of deaths: Total 8,314, up 1,352 vs. April 3
  • Rate of deaths increase 4/4 vs 4/3: 19.4% % vs. 20.4% on 4/3
  • Daily number of tests 4/4 vs. 4/3: 1,623,807, up 226,945 over 4/3
  • Rate of increase in tests: +16.2% vs. previous day

The rates of growth in cases and deaths have begun to slow. In the past week, they are in a decelerating trend, declining by about 1%/day. Testing is growing, which is a very good thing.

Just when you think you can’t get any more cynical about America’s response to the pandemic, we tumble to the fact that about a third of hospital emergency rooms are now staffed by doctors on the payrolls of two physician staffing companies, TeamHealth and Envision Health. They are owned by two Wall Street private equity firms. Envision Healthcare employs 69,000 healthcare workers nationwide while TeamHealth employs 20,000. Private equity firm Blackstone Group owns TeamHealth; Kravis Kohlberg Roberts (KKR) owns Envision. Private equity is the term for a large unregulated pool of money run by financiers who use that money to invest in, lend to, and/or buy companies and restructure them.

Wrongo began hearing that despite the urgent pleas from hospitals on the front lines of the COVOID-19 outbreak, nurses and doctors were being taken off schedules in nearby places once “elective” procedures were suspended, as they are at many hospitals and clinics. That means the associated revenues were lost, or at the very least, postponed.

Here’s a report from Yahoo Finance:

“KKR & Co.-backed Envision, which carries over $7 billion of debt amassed through one of the biggest leveraged buyouts in recent years, reported steep drops at its care facilities. In just two weeks, it suffered declines of 65% to 75% in business at its 168 open ambulatory surgical centers, compared to the same period last year, the company said in a private report to investors. About 90 centers are closed.”

Private equity has taken over more and more of hospital staffing, including emergency departments. The legal fig leaf that allows private equity firms like Blackstone and KKR to play doctor is that their deals are structured so that an individual MD or group of MDs is the nominal owner of the specialty practice, even though the business is stripped of its assets. The practices’ operating contracts are widely believed to strip the MDs of any say in management.

Care of the sick is not the mission of these companies; their mission is to make profits for the private equity firms and its investors. In 2018, Paladin Healthcare, an entity owned by private equity baron Joel Freedman, bought Philadelphia’s Hahnemann University Hospital. This hospital served the poor, and Freedman closed it down so he could use the land to build luxury apartments.

When the city recently asked to use the empty hospital as part of its solution for the Coronavirus pandemic, Freedman demanded $1M/month in rent. Overcharging patients and insurance companies for providing urgent and desperately needed emergency medical care is bad enough. But holding a city hostage?

In another example, STAT reports on another private equity firm: (emphasis by Wrongo)

“Alteon Health, which employs about 1,700 emergency medicine doctors and other physicians who staff hospital emergency rooms across the country, announced it would suspend paid time off, matching contributions to employees’ 401(K) retirement accounts, and discretionary bonuses in response to the pandemic…The company also said it would reduce some clinicians’ hours to the minimum required to maintain health insurance coverage, and that it would convert some salaried employees to hourly status for “maximum staffing flexibility.”

NY’s Governor Cuomo and others are pleading to have doctors come out of retirement, and here we have skilled doctors who have the training and are being asked to work fewer hours? All of the Republican talk about “choice” and “markets” in healthcare is just self-serving BS that benefits their buddies.

Time to wake up America!

Why do private equity firms continue to benefit from the “carried interest” tax loophole? Shouldn’t they shoulder their part of the financial grief the pandemic is causing to our country?

To help you wake up, here is John Lennon’s 1970 song, “Isolation”. It appeared on John Lennon/Plastic Ono Band. It has a whole new meaning in today’s context:

Sample Lyric:

We’re afraid of everyone,

Afraid of the sun.

Isolation

The sun will never disappear,

But the world may not have many years.

Isolation.

Those who read the Wrongologist in email can view the video here. 

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Here Comes the Retail Apocalypse

The Daily Escape:

The Oberlausitzische Library of Science, Gorlitz Germany

There is a growing concern that the mall as we know it is in big trouble. RadioShack, The Limited, Payless, and Toys“R”Us were among 19 retail bankruptcies this year. From Dave Dayden: (brackets by the Wrongologist)

This story is at odds with the broader narrative about business in America: The economy is growing, unemployment is low, and consumer confidence is at a decade-long high. This would typically signal a retail boom, yet the [retail store] pain rivals the height of the Great Recession.

Many point to Amazon and other online retailers as taking away market share, but e-commerce sales in the second quarter of 2017 were 8.9% of total sales. There are three reasons for so many sick retailers.

First, while online sales are “only” 8.9% of total retail sales, these businesses have very high fixed costs and low net profit margins. The Stern School at NYU tracks net profit margins on thousands of businesses across many sectors, including retail. The margins for Specialty retail for the year ending January 2017 was 3.17%. It was 1.89% for Grocery and 2.60% for General retailers. If a high fixed cost business loses 9% of sales, it can easily wipe out the bottom line.

Second, many retail companies carry high debt levels. Bloomberg explains that private equity firms (PE’s) have purchased numerous retail chains over the past decade via leveraged buyouts, where debt is the primary source of the money used to buy the business. There are billions in borrowings on the balance sheets of troubled retailers, and sustaining that load is only going to become harder if interest rates rise.

Third, there are just too many stores in our cities and suburbs to sustain sales in a world where online shopping is growing rapidly.

Worse, billions of dollars of that PE-arranged debt come due in the next few years. More from Bloomberg:

If today is considered a retail apocalypse…then what’s coming next could truly be scary.

This chart shows what percentage of retail real estate loans are delinquent by area:

Source: Trepp

There are large areas of America where more than 20% of the loans are past due. More from Bloomberg: (emphasis by the Wrongologist)

Through the third quarter of this year, 6,752 locations were scheduled to shutter in the US, excluding grocery stores and restaurants, according to the International Council of Shopping Centers. That’s more than double the 2016 total and is close to surpassing the all-time high of 6,900 in 2008…Apparel chains have by far taken the biggest hit, with 2,500 locations closing. Department stores were hammered, too, with Macy’s Inc., Sears Holdings Corp. and J.C. Penney Co. downsizing. In all, about 550 department stores closed, equating to 43 million square feet, or about half the total.

This threatens the retail sales staff and cashiers who make up 6% of the entire US workforce, a total of 8 million jobs. These workers are not located in any one region; the entire country will share in the pain.

These American retail workers could see their careers evaporate, largely due to the PE’s financial scheme. The PE’s, however, will likely walk away enriched, and policymakers will share the blame since they enabled the carnage.

Our tax code makes corporate interest payments tax-deductible. So the PE kingpins load up these companies with debt and when they walk away, they get tax credits for any write-offs, incentivizing them to borrow and play the game again. The PE firm might lose some or all of its equity, but in most cases, it already drew cash out via special dividends and fees, so it has made its money.

The lenders, employees, state development authorities are the ones left holding the bag.

The GOP’s new tax plan proposes a cap on the deductibility of interest payments over 30% of a company’s earnings. But, the GOP left a loophole: Real estate companies are exempt from the cap.

Surprisingly, this benefits Donald Trump’s businesses! It also helps PE firms that split the operating side of the businesses they buy from the property side, as most do. They put the borrowing onto the property side, and continue to deduct the interest.

So financialization businesses like PE will continue to strip the value out of companies with hard assets.

Billions in asset-stripping and thousands of operations sent overseas. Labor participation rate is stagnant, yet we are assured that if we pass big corporate tax cuts, the US economy will grow fast enough to more than compensate for the losses.

What’s wrong with this picture?

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Retail Stores Are Closing Fast

The Daily Escape:

Cougar with Radio Collar – Griffith Park, Los Angeles, via Nature Photography

Retailers are closing thousands of stores and going bankrupt at a rate not seen since the Great Recession, and tens of thousands of people are losing their jobs as a result. Although thanks to insolvency experts like Bankruptcy Calgary operated by Hudson & Company, solutions are available to help individuals struggling with debt, the atmosphere for retailers seems far more bleak.

Retailers blame Amazon and other online vendors for the lack of physical sales nowadays. This could be true as more and more people do seem to find it easier to order online than physically enter a store to purchase a product. With e-commerce sales booming, more businesses seem to be offering online products. These e-commerce sites can use recurring billing, if they please, to increase their sales. This works by turning customers who would only purchase something once into customers who are regularly making a payment. However, one reason that many businesses seem to succeed is due to software, like samcart, offering their customers a hassle-free checkout. This means that the whole process of ordering online is becoming so much easier for the consumer that it’s not surprising that retail stores are beginning to feel the effects.

While some brick-and-mortar retailers are doing well, many are losing money. The Atlantic reports that:

Overall retail employment has fallen every month this year. Department stores, including Macy’s and JC Penney, have shed nearly 100,000 jobs since October-more than the total number of coal miners or steel workers currently employed in the US.

Wolf Richter has the following chart showing the nature of the problem for retail stores:

But the e-commerce industry won’t rescue out-of-work retail employees. Most warehouses are regional, and located far from residential areas, which means they might not be within a reasonable commuting distance for displaced workers. By contrast, retail stores are typically located near residential centers. E-commerce warehouses also employ fewer people than retail stores, since the warehouses are increasingly automated, and no longer need to buy roll cages from PHS Teacrate or other companies due to not needing stock delivered to smaller stores.

Yves Smith offers this idea: (parenthesis by the Wrongologist)

One of the reason so many real world retailers are hitting the wall so hard is that private equity leverage and asset stripping made them particularly vulnerable. While the losses to online retailers would have forced some downsizing regardless, the fact that so many are making desperate moves in parallel is in large measure due to the fact that…their private equity (PE) overlords have made them fragile.

That’s a new angle for evaluating Amazon’s performance: it’s not that retailers are closing because Amazon is expanding, but Amazon is expanding because retailers are closing. Jeff Bezos should be thanking the PE firms for looting the retail industry.

The Federal Reserve’s low interest rates also made it easier for Private Equity funds to load these retailers up with debt. Management could borrow more money than necessary, pay themselves cash bonuses, and claim “interest rates are low; making payments will be easy“.

They would even show you the math. Of course, that math assumed that store sales would continue climbing in the future. If sales fell, high debt payments could quickly become an outsized burden.

The Private Equity all-stars often follow a particular deal model. After purchasing the retail company, the PE firm sells the real estate owned by the retail company to another entity (owned by the PE fund). Then the retail company makes lease payments to its new landlord. This splitting of the assets into an operating company and a property company allows the PE fund manager to make a cash distribution to its investors early on, producing a quick return on the deal. Later, the property company will be sold.

The problem with this approach is that businesses that choose to own their real estate are typically seasonal businesses, as all retailers are. Or they are low margin businesses particularly vulnerable to the business cycle, like restaurants. Owning their property reduced their fixed costs, making them better able to ride out bad times.

To make this picture worse, the PE firms often “sell” the real estate to itself at an inflated price, which justifies saddling the operating business with high lease payments, making the financial risk in the operating company even higher. Of course, those high rents make the property company look more valuable to prospective investors, who may fail to look close enough at the retailer who is paying the rents.

Companies with little debt generally can survive lower sales. They can engage in cost-cutting, maybe encourage some employees to retire early, etc. It’s easier to survive if they own their own property. But when you’ve got a lot of debt, and servicing that debt requires that sales continue to rise quarter after quarter without fail, then things become a LOT more fragile.

Trump claims he’s created 500,000 new jobs in his first 100 days. Notice that he doesn’t say what these jobs are, or where they were created. Certainly they weren’t in Retail. Or Coal. Or Steel. Those jobs aren’t coming back.

Here is Jonathan Richman with his 1990 song “Corner Store” which laments what towns have lost to the malls:

Those who read the Wrongologist in email can view the video here.

Takeaway Lyric:

Well, I walked past just yesterday
And I couldn’t bear that new mall no more
I can’t expect you all to see it my way
But you may not know what was there before
And I want them to put back my old corner store.

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End Government Subsidies of Private Equity

We have written about taxpayer-funded corporate subsidies this week. Let’s talk about the Private Equity (PE) industry, where profit margins are pretty high. By PE we mean investing in assets that include equity securities and debt of operating companies that are not at the time of the investment, publicly traded. Having a number of streams of income coming from a variety of investments or income generating assets is one of the best ways to build wealth. You see, hPE is a re-branding of leveraged buyouts (LBOs) which were the way Wall Streeters built wealth in the 1980s.

In the past 35 years, we have seen a finance-led revolution that has generated fantastic wealth for PE managers. PE has in large part, helped create the growing chasm between America’s most wealthy and everyone else. This is shown in the disproportionate numbers of private equity and hedge fund principals in the top .1% of American wealth. That wealth doesn’t only come from just making a killing when the target company goes public or is acquired, it also comes from favorable tax treatments for the PE company principals and investors.

Although the PE industry is often held up as an exemplar of free-market capitalism, it is surprisingly dependent on government subsidies for its profits. In a typical deal, a PE firm buys a company, using some of its own money and some borrowed money. It then tries to improve the performance of the acquired company, with an eye toward cashing out by selling it, or taking it public.

The key to this strategy is debt: the PE firms borrow to invest since, just as with your mortgage, the less money you put down, the bigger the potential return on investment. But debt also increases the risk that companies will go bust, so early on, the amount of debt PE firms employed was conservative.

That has changed in the last 10 years. After using debt to buy them, many PE funds now have their portfolio companies borrow even more. They then use that money to pay themselves “special dividends.” This allows them to recoup their initial investment while keeping the same ownership stake.

Before 2000, big special dividends were not common. But between 2003 and 2007, PE funds took more than $70 billion out of their companies. These dividends created no economic value-they just redistributed money from the company to the private-equity investors.

As an example, in 2004, Wasserstein & Company bought the mail-order fruit retailer Harry & David. The following year, Wasserstein and other investors took out more than $100 million in dividends, paid for with borrowed money. In 2011, Harry and David defaulted on its debt and dumped its pension obligations on the US government. And when an investment goes bankrupt, there are more fees, and maybe more tax write-offs for the PE partners.

Taxpayers are left on the hook. Interest payments on that debt are tax-deductible, and when pensions are dumped, a federal agency, the Pension Benefit Guaranty Corporation (PBGC) picks up the company’s pension liability. That means taxpayers are on the hook for those unfunded pensions.

And the money that PE dealmakers earn is taxed at a much lower rate than normal income, thanks to the US tax code’s carried interest loophole, which permits that income to be taxed at capital gains rates.

Most do not know that the single largest source of investment capital in PE funds is government pension funds. According to Preqin, a database company that tracks investment in PE, approximately 30% of capital in US PE funds is contributed by government pension funds. Government pension funds are usually called “public” pension funds, administered by government employees and governed by officials who are directly elected by the public or appointed by elected officials.

A key point about the power and reach of PE. They have more than $3.5 trillion under management. Assuming normal leverage (30% equity) that gives them $11.7 trillion in buying power. That’s about 40% of the value of publicly-traded firms in the US. Think about the political clout they have by investing government pension money. Not only do PE firms own a huge portion of America’s productive businesses, unlike the diffuse ownership of public companies, they control them outright.

So, PE is a government-sponsored enterprise, both via tax subsidy and via funding. We taxpayers are helping them to fabulous paydays, thanks to our Congress Critters.

If PE firms are as good at remaking companies as they claim, they shouldn’t need tax loopholes to make their money. If we capped the deductibility of corporate debt, and closed the carried-interest loophole, it would not prevent PE firms from buying companies or improving corporate performance.

But it would add to our tax revenues, and that might keep a bridge or two from falling into a river during rush hour somewhere in America.

“The American Dream: You have to be asleep to believe it.” -George Carlin

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