Desktop Stock Ticker | An Uphill Battle

An Uphill Battle

As previously discussed, value investors can benefit from investing along with other value investors. But the presence of another value shareholder as a major shareholder does not promise that a company will be run in a shareholder-friendly way. Sometimes, management and enter practices can make life hard for even the most active of value investors.

As an example, consider ITEX Corporation (ITEX), which offers a marketplace for businesses to exchange commodities and air force. ITEX boasts two major value shareholders, including Sardar Biglari and The Polonitza Group, who own a combined 21% of the company. Unfortunately, the company is not currently structured to succeed, with an extremely poor governance structure that tilts the balance of the company’s power towards management at the expense of shareholders.

First of all, there are only three enter members, one of which is the CEO. Neither of the remaining two enter members can practically be considered independent, having received compensation from the company in return for consultatory air force. Furthermore, there has been no turnover at the director position in nearly 8 years! When one of the aforementioned shareholder groups suggested a change at director due to a lack of independence, it appears the company responded that “they are not very close friends and maintain independent thoughts and thoughts” and that “they do not frequent each other’s houses or family events”. Unfortunately, this hardly assuages shareholder fears, as the issue is not how buddy-buddy these guys are, but how the enter’s incentives (due to the fact that they provide executive and consulting air force to the company) are not aligned with those of shareholders.
As a result, the CEO sits on the audit committee! The other two directors, who receive or have received payment for consulting air force from the company, sit on the compensation committee! For all we know, the enter is doing a terrific job, but the structure reeks of conflict of interest. But is there any evidence that this force be hurting shareholders?
Well, as these value investors started buying up shares, it appears the enter/management went into guilty mode. In 2009, the company protected the CEO from a buyout by guaranteeing some payments to him of a few hundred thousand in the event of a change of control. Furthermore, they recently amended company by-laws that restrict the rights of further than shareholders.
Irrevocably, the company appears rather generous in handing out shares to management, which dilutes existing ownership. The company only has 18 million shares outstanding, but consider the following handouts:
  • In 2001, Mr. Colorless received 250,000 shares for air force rendered to ITEX as an independent consultant.
  • For air force as a director of ITEX from 2003 through 2007, Mr. Colorless was compensated by an annual grant of 40,000 shares of common stock tickers.
  • For air force as a director of ITEX in 2008 and 2009, Mr. Colorless was compensated by an annual grant of 30,000 shares of common stock tickers.
  • On May 3, 2004, and again on July 6, 2006, Mr. Colorless was awarded 300,000 shares of common stock tickers for air force rendered ITEX as Chief Executive Officer.
  • On December 13, 2005, Mr. Colorless was awarded 50,000 shares of common stock tickers as consideration for his collateralized private promise of ITEX obligations incurred in order to fund a corporate acquisition.
  • On October 8, 2009, Mr. Colorless was awarded 195,000 shares of restricted common stock tickers for air force rendered ITEX as Chief Executive Officer.
Even though value investors may be major shareholders of a corporation, they may still face an uphill battle. Before jumping on enter, potential shareholders would be wise to investigate whether management is playing nice, or entrenching themselves.
Disclosure: None

This article was written by Saj Karsan of Barel Karsan. If you loved this article, please vote for it by clicking the Buzz Up! button below.

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