Although short selling -- the practice of selling borrowed shares with the hope of repaying the loan by buying back the shares at a lower price -- goes against the American belief that stocks always go up, I have long been fascinated with it. My plan for my new blog series, Short Stories, is to discuss what works, what doesn't, and what some of the leading lights in shorting stocks think about its opportunities and threats. I will describe possible short trades and I'll seek your comments and questions for story ideas. I won't be offering any investment advice and I won't trade on any of the posts I write.
Bradley Pharmaceuticals, Inc. (NYSE: BDY), which acquires and markets products that are too small for big drug companes such as treatments for acne, foot fungus, warts, dandruff, and intestinal problems, has attracted significant short interest. And those shorts are getting badly squeezed. While they have a good case on the fundamentals, there is too much smoke and not enough fire to make the stock go down. I would stay away from BDY altogether.
On the surface, things don't look too bad for Bradley. In the most recent 12 months, it earned $10 million on $143 million in revenues and at the end of June it held $47 million in cash. With a market capitalization of $289 million its stock is up 56% in the last year and it trades at a trailing P/E of 26.5. It could be argued that these shares are overvalued because five analysts who cover BDY predict that its earnings will grow a mere 2.6% from 77 cents/share in 2006 to 79 cents in 2007. But overall BDY does not appear to be in crisis.
The issue with Bradley is a battle over corporate governance. And it's a battle which pits a significant level of short interest -- 4.7 million shares short -- or 27% of BDY's common shares outstanding -- against its biggest shareholder -- Roark, Rearden & Hamot Capital Management, LLC -- which owns a 9.3% stake (1.6 million common shares). Roark manages the Costa Brava Partnership which is agitating to elect a slate of three independent directors to remedy corporate governance problems at BDY.
Do the ills against which Costa Brava and others are railing form the basis for a profitable short position in BDY? In a word: no. Based on my analysis, the factors favoring those long the common -- high margins and cash flow, strong sales growth, and a stock price turnaround -- outweigh those favoring the short sellers -- vulnerable future revenues, poor corporate governance, questionable accounting, and high product returns.
Inherent in this debate is a big irony. Although those who sold short 4.7 million BDY shares have not articulated their rationale, it would not surprise me if Costa Brava and the shorts shared overlapping critiques of BDY. But Costa Brava is profiting from these ills through a public proxy fight in which it may have the tacit support of other hedge funds. By contrast, the shorts are being relatively passive -- hoping that the negative fundamentals they cite will eventually shrink BDY's stock price.
Here are some reasons why the stock could rise:
- High margins and cash flow. At 85%, BDY's gross margins are still quite high and its net margins have increased from 0.6% in the second quarter of 2005 to 12.6% in this year's second quarter -- hence its free cash flow, at $30 million in the most recent twelve months, is up 24% since 2005.
- Strong sales growth. BDY sales grew 17% to $71.2 million in the first half of 2006. This increase masks wide variations in the performance of individual products. For example, BDY's acne products saw sales increase 132% to $10 million abetted by a product from Bioglan Pharmaceuticals, which BDY acquired in 2004; whereas BDY's respiratory product sales declined 35% to $1.3 million.
- Stock price turnaround. Although BDY stock trades 40% below its June 2004 high of $28, it has gained 77% since its April 2005 low of $8.94. Moreover, BDY has risen about 60% since June 2006 when Costa Brava began its public campaign to increase BDY's stock price.
Here are some reasons why the stock could fall:
- Vulnerable future revenues. The 17% revenue growth cited above is hardly guaranteed to continue. According to my source, only one of Bradley's drugs (Solaraze) has patent protection. All of the others have been attacked by generics. And those drugs are not glamorous -- they often are simple urea-based compounds used for dry skin and hemorrhoids and other common ailments. One bearish analyst went so far a few months ago as to say, in the headline of a research report, that BDY is "a broken business model."
- Poor corporate governance. Costa Brava has rattled BDY's cage for poor corporate governance. It notes that Dan Glassman is both BDY Chairman and CEO with two classes of common stock. The Glassmans own the class with all the power and hold less than10% of the other class. There's nepotism -- Dan's wife Iris is a BDY director and Treasurer and their son Bradley -- and company's namesake -- is BDY's Senior Vice President of Sales and Marketing, who received the second highest pay of BDY's executive officers in 2005. Moreover, BDY failed to hold an annual meeting in 2005 and it engages in self-dealing -- to wit, BDY leases 33,000 square feet of Dan and Iris's New Jersey office space.
- Questionable accounting. In 2004, the SEC investigated BDY's revenue recognition practices. Then after restating BDY's financial results for the third quarter of 2004, BDY announced on July 19, 2006 that it would be restating its financial results for the first quarter of 2006.
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High rate of product returns from distributors. BDY's product returns increased 163% in the second quarter of 2006 to $8.5 million. BDY explained that two of its distributors, Cardinal and McKesson each reduced its inventory of BDY's products under a new contract. This may not be the worst of it -- Costa Brava believes that BDY's accounting for these returns is murky and that the actual products being returned were sold many quarters ago.
Ultimately BDY's short-term stock performance comes down to a simple matter of supply and demand for its common shares. Costa Brava has at least five other hedge funds on its side -- Timesquare Capital, Corsair, Dimensional Fund Advisors, Pequot and Galleon -- which together own a significant long position -- about 39%. Moreover, this week BDY management obtained a waiver from its lenders to buy up to $21 million worth of its shares on the open market.
As demand for BDY shares increases, its price rises -- compelling many shorts to cover their position by buying BDY shares -- which puts further upward pressure on the stock and creates a short squeeze. Unfortunately for the shorts, there does not appear to be an imminent triggering event that would make the shares tumble.
But since the shorts' fundamental negatives are compelling on a longer term basis, it is hard to see the case to own these shares.
I'd stay away from BDY altogether.
Peter Cohan is President of Peter S. Cohan & Associates, a management consulting and venture capital firm, and a Professor of Management at Babson College. He has no financial interest in Bradley.











Reader Comments (Page 1 of 1)
10-08-2006 @ 11:14AM
Gary E. Sattler said...
My thanks to this writer for addressing a fascinating angle of stock trading which is misunderstood by many (myself included!).
The questions I'll ask at this time are:
Can the practice of shorting stocks affect the overall market in a positive way?
Can someone develop a "skill" at shorting stocks and if so, is there the potential to get wealthy doing it?
If the shorting technique requires "borrowing" stock up front, how does one go about finding stocks which are available for use as shorting subjects and how do we borrow them?
Thanks in advance!
10-08-2006 @ 1:45PM
Gary E. Sattler said...
If I interpret Peter correctly, and I think I do, then the case would be made that conditions within a company which clearly indicate an imminent downward trend give rise to the opportunity for successful shorting of a stock.
What appeals to my sense of curiosity here is what would be the outcome if major blocks of an individual company's shares were held by the company's board of directors and as a group they agreed to take a short position? Wouldn't it then be in their best interest, as individuals, to foul operations of the company? Especially so, if they were virtually certain that their company's immediate cash flow could withstand an extreme devaluation of it's stock?
We ALL know it's far easier to devalue a share price than it is to bring it up and support it. We also know devaluation can be accomplished by large increments in a very short time span, especially with the assistance of an easily manipulated brokerage house.
So my synopsis of my own wildly constructed scenario would be this:
Shorting stocks of a company to particularly benefit the individual interests of people in direct control of that same company is best left to lazy slobs, crazy fools and criminals.
But, that's just my personal opinion.
QUOTE:
XXX here from CORE. I've been watching some calls by some 'bulls' recently and have noticed a familiar pattern.
On the 26th of September this year, Ebay's shares rose by 5.5%, which was wholly attributed to a 'call' by Goldman Sachs analyst Anthony Noto:
http://today.reuters.com/news/articleinvesting.aspx?type=hotStocksNews&storyID=2006-09-26T223433Z_01_N26383340_RTRUKOC_0_US-EBAY.xml
Lets have a closer look at Goldman Sach's history and more significantly, their relationship with Ebay's bigwigs:
http://www.auctionbytes.com/cab/abn/y02/m12/i20/s01
http://www.theage.com.au/news/Breaking/eBay-settles-spinning-lawsuit/2005/04/29/1114635721933.html?from=moreStories
Fishy eh? What's more interesting is Noto's call in January 06 (When shares were around the $50 mark). In January he claimed "the online auction company is at its best position in a year.":
http://www.forbes.com/markets/2006/01/19/ebay-earnings-0119markets17.html
Whoops. 7 months later that stock price virtually halved.
More recently (today), Ebay's shares rose by 6.1%, which was wholly attributed to a call by Morgan Stanley analyst Mary Meeker:
http://www.marketwatch.com/news/story/story.aspx?guid=%7B652B1DEA-5265-4A04-B286-3FAF8FCE3F77%7D
Lets have a closer look at Meeker's history and more significantly, her relationship with Ebay's bigwigs:
http://securities.stanford.edu/1020/EBAY01/index.html
http://www.thestandard.com/article/0,1902,28410,00.html
Fishy eh? What's more interesting is Meeker's call in March 06 (When shares were around the $40 mark). In March, she claimed "the online auctioneer's stock remains strong and is still in early innings of a secular growth cycle that it is leading."
http://www.forbes.com/markets/2006/03/31/ebay-0331markets05.html
Whoops. 4 months later that stock price fell by around a third.
I take it i'm not the only one who thinks that something stinks at the moment.
regards,
(signature)
10-08-2006 @ 5:41PM
BUY ALTERNATIVE ENERGY said...
Someone wrote this about the article: PLUG could double on this news Monday ! (1 Rating) 7-Oct-06 12:30 pm This is huge !!! PLUG will be the # 1 beneficiary in line for the settlement . If they illegally shorted at 5.76 the market could put a $8 value on the stock . The cash from these crooks could be huge !
MONDAY ALL EYES WILL BE ON PLUG IMO !
$8 TARGET ON MONDAY
Sentiment : Strong Buy
HBK Talks Settlement
By Matthew Goldstein
Wall Street Editor
10/4/2006 1:31 PM EDT
Click here for more stories by Matthew Goldstein
Hedge fund giant HBK Investments is looking at paying the biggest penalty yet in a two-year-old investigation of abusive trading in the so-called PIPEs market.
The $7 billion Dallas-based hedge fund is in active settlement talks with the Securities and Exchange Commission to resolve allegations of improper short sales. The fund allegedly made improper trades in two companies that were selling discounted stock in private investments in public equity, or PIPEs, deals.
People familiar with the hedge fund say no settlement is imminent. HBK officials, however, have made it clear to investors who have inquired about the investigation that they want to put the matter behind them.
But regulators are driving a hard bargain, demanding a penalty greater than $16 million and the suspension of at least one employee at the multistrategy hedge fund, sources say.
An SEC spokesman declined to comment on the HBK settlement talks. Jon Mosle, HBK's general counsel, declined to comment.
In a typical PIPE deal, a small, cash-strapped company raises cash by selling discounted stock, or a bond that converts into discounted shares. Shares of the seller usually decline as investors anticipate a flood of discounted stock coming into the market.
Regulators are looking into allegations of improper short-selling by at least a dozen different hedge funds in advance of PIPE deals. The improper shorting, regulators contend, allowed the hedge funds to score a quick profit from the inevitable decline in the stock of the issuing company.
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HBK Talks Settlement
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To date, the stiffest penalty imposed by regulators probing allegations of improper trading in the $20 billion-a-year PIPEs market was a $16 million sanction earlier this year against Jeffery Thorp and his Langley Capital hedge fund. The SEC charged Thorp with manipulating shares of nearly two dozen small-cap companies, all of which had raised money by selling discounted stock in PIPE deals.
The fine against Thorp has become the SEC's baseline for meting out penalties against hedge funds found to have repeatedly engaged in improper trading in the PIPEs market, say people familiar with the investigation. The $16 million penalty amounted to roughly twice the profits that Thorp's hedge fund generated from investing in the scrutinized PIPE deals over a two-year period.
Over the past 5 1/2 years, HBK has invested $598 million in 104 PIPE deals, according to PlacementTracker. People familiar with HBK and the PIPEs market say it's reasonable to assume that HBK made between $50 million and $75 million from those investments. It's not clear, however, how many of those PIPE deals the SEC is looking into.
In July, TheStreet.com reported that the SEC was looking into a series of short sales allegedly made by HBK just days before it invested in 2003 in a $58 million private sale of stock by a company called Plug Power (PLUG - commentary - Cramer's Take). HBK was one of eight hedge funds that paid cash to acquire millions of shares of the Latham, N.Y., fuel-cell maker at a 14% discount to the then-market price of $5.79 a share.
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HBK Talks Settlement
Page 3
The Plug Power transaction is the second private placement involving HBK that securities regulators are looking into. The SEC also is reviewing HBK's trading in connection with another 2003 transaction, in which PFSWeb (PFSW - commentary - Cramer's Take), a Plano, Texas, outsourcing firm, raised $3.5 million.
HBK, founded in 1991 by former Merrill Lynch managing director Harlan B. Korenvaes, is the largest hedge fund to draw regulatory scrutiny in the PIPEs investigation. The fund employs more than 250 people and is perennially one of the biggest investors in private stock placements by public firms.
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