Jason Vetter's blog

In conjunction with its earnings release filed this morning, Janus Capital Group (NYSE: JNS) disclosed in an 8-K that Steven Scheid will retire as Chairman at the end of his term in Apr-12. This will be the company’s sixth director departure since 2007.

Scheid (age 58) has served as Chairman since Jan-04 and as a director since Dec-02. He also previously served as CEO from Apr-04 to Jan-06. In addition to being the sixth director to depart since 2007, Scheid will be the fourth person under the age of 60 to exit the board in that time. Glen Schafer (age 62) has been appointed to succeed Scheid as Chairman. He has been a director since Dec-07 as well as Chairman of the audit committee since May-08.

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On 23-Jan-12, Schlumberger Limited (NYSE: SLB) reported that Philippe Camus (director since 2007) decided not to stand for re-election at the 2012 annual meeting scheduled to be held this coming April. Once consummated, this departure, along with the previously announced departure of Chairman Andrew Gould at the annual meeting, will bring the total number of director departures to 9 since 2007.

While the departures of Camus and Gould came with ample notification before the fact, the trend over the past five years shouldn’t be ignored. With the exception of 2011, the company has witnessed at least one director departure every year since 2007. So far, there are already 2 planned for 2012. It should also be noted that 3 of the 9 departures were individuals under the age of 60. Camus and Gould will depart from the board at the ages of 63 and 65, respectively, years below the company’s mandatory retirement age.

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Kinross Gold Corporation’s Expected Write-down Resembles Charge From 2008

On 16-Jan-12, Kinross Gold Corporation (NYSE: KGC) reported that it expects to record a “material non-cash accounting charge” primarily related to goodwill attributed to the Tasiast mine in connection with its Sep-10 acquisition of Red Back. The company reported that the charge is the result of its evolving understanding of the Tasiast project parameters as well as market conditions, including industry-wide increases in capital and operating costs. While the total amount of the charge is yet to be known, KGC reported that as of 30-Sep-11 the book value of Tasiast’s total assets was $7.1 billion, of which $4.6 billion was goodwill.

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USEC Discloses Impairment Charges and Possibility of More to Come

Last Friday, USEC Inc. (NYSE: USU) disclosed that it expects to expense approximately $137 million in previously capitalized items at its American Centrifuge Plant. Of that amount, $127 million relates to machines that were deemed no longer compatible with the commercial plant’s design and $10 million related to capitalized prepayments made to a plant supplier.

The larger of the two charges was the result of an evaluation of the utility provided by a number of centrifuge machines at the plant. The company determined that such machinery no longer carries future economic benefit and therefore must be expensed. The second and smaller charge relates to a prepayment balance for materials that the company will not purchase under a contract with a supplier that will not be extended.

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Yesterday, PHH Corporation (NYSE: PHH) filed an 8-K disclosing that Jerome Selitto (CEO and director since Oct-09) resigned from the company on 3-Jan-11. This departure adds to the growing number of executive suite and board changes for PHH as there have been 4 CEOs, 3 CFOs, and 7 director departures since 2008.

In Jun-09, Terence Edwards (CEO since Feb-05) stepped down as CEO and was replaced on an interim basis by George Kilroy. Kilroy later departed from the position in Oct-09 upon the appointment of Selitto as permanent CEO. Most recently, PHH named Glen Messina (COO since Jul-11) as Selitto’s successor.

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Restructuring Charges Continue at Alcoa

Yesterday, Alcoa (NYSE:AA) announced that it expects to record restructuring-related charges during 4Q11 of approximately $155 million - $165 million after-tax. Considering the company’s pattern in recent years of repeatedly incurring such charges, this announcement is not that surprising.

From 2006 through 9M11, AA has recorded over $2.24 billion in pre-tax restructuring charges. Although the 9M11 charges combined with the yet to be known 4Q11 pre-tax charges will likely not be the largest taken by AA in a single calendar year, it represents a continuation of a pattern of "one-time" charges. The risk here is that these charges point toward a history of poor capital allocation decisions and that the company has not learned its lesson.

Historical Restructuring Charges (pre-tax, in millions)

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W.P. Carey & Co. LLC (NYSE: WPC) announced today that Benjamin Griswold, Lead Director since Jul-10, was appointed Chairman of the board following the passing of Founder and Chairman Polk Carey on January 2nd. Carey founded the company in 1973 and had served as Chairman since 1995.

His passing may allow WPC to establish a more proportionate balance of power throughout the organization. In addition to his role as Chairman, Carey owned approximately 29% of the company’s outstanding shares as of a Schedule 13D filed 10-Jun-11. As a result, he had the ability to exercise significant influence when it came to company decisions. In fact, former CEO Gordon DuGan resigned in Jul-10 due to disagreements with Chairman Carey on the strategic direction of the company as well as the degree of authority and control held by the Chairman. Trustees of the W. P. Carey Foundation announced that the foundation will be the primary beneficiary of the shares of common stock held by Carey.

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Latest Charges for Sears Holdings Eclipse Charges Taken in 2008

In a press release today, Sears Holdings Corporation (NASDAQ: SHLD) reported that due to its performance during 2011, the company plans to close 100 to 200 Sears and K-mart stores and record a $1.6 billion to $1.8 billion charge during fiscal 4Q11. In addition, SHLD may recognize a goodwill impairment charge of up to $600 million.

While these charges are undoubtedly substantial, this isn’t the first time the company recorded such charges. SHLD has incurred $368 million in impairment charges in the past 5 years, $360 million of which were taken in fiscal 2008. The company has also recorded a total of $290 million in store closing, severance, and conversion charges.

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On 22-Dec-11, Rambus, Inc. (NASDAQ: RMBS), a provider of patented innovations and technologies through either patent or technology licenses, announced that it signed a 5-year patent license agreement with Broadcom Corporation (NYSE: BRCM). With revenue historically derived from the receipt of royalties from a select number of customers, this agreement with BRCM is a step towards reducing RMBS’ revenue concentration risk through increasing the breadth of its customer base.

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On 20-Dec-11, Oceaneering International, Inc. (NYSE: OII) announced that it completed the acquisition of AGR Field Operations, a provider of inspection, maintenance, subsea engineering, and field operations services to the oil and gas industry, for approximately $230 million. After examining OII’s 5-year acquisition history, this comes as its fifth acquisition since 2007 and the largest one yet.

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