Friday, March 20, 2015

ON Semiconductor, More Sizzle than Steak? - (Response to recent Seeking Alpha Article)




ON Semiconductor, More Sizzle than Steak?
                I appreciate your belief in ON Semiconductor’s power of persuasion.  They are good at it. They utilize vague language such as, likely, expect, and up to, to generate a great deal of optimism over their company’s prospects.  If you read the presentation footnotes, they will lead you to discover a variety of disclaimers and potential impediments that may make achieving their lofty goals impossible, the strong dollar being one of them. Historically, ON Semiconductor has been a master at generating sizzle but slow on delivering the steak.
                The stock started its climb via a short squeeze initiated by the publication of Greenlight Capital’s 13-F. David Einhorn’s cost basis for his first 15 million shares was around $8.30.  As a trade, he could scoop his $70 Million now and move on to his next conquest.  As an investment, the stock will probably bounce between $10 and $12 before its next climb IF all the promises made by its CEO are actually fulfilled. After the Einhorn publicity, there was the shout-out on CNBC and the herd mentality of analysts to keep pushing the stock ever higher.  Using the SAME research reports they used to rate the company a HOLD at $8, analysts changed their mind to BUY and upped their targets to $14! 
                 No fundamental changes to the company had occurred.  The company’s debt/equity ratio used to be a cause for concern. But, suddenly, their debt/equity ratio was deemed fine by “most measures” by everyone, including The Street.  Formerly, The Street had rated ON Semi a HOLD because of their scary debt/equity ratio. Apparently, they changed their mode of measurement.  According to Benjamin Graham, “ long-term debt must not exceed net current assets (current assets minus current liabilities). Companies that do not meet this criterion lack the financial stability that this methodology likes to see. The long-term debt for ONNN is $983.0 million, while the net current assets are $765.0 million. ONNN fails this test. http://www.nasdaq.com/symbol/onnn/guru-analysis/graham#ixzz3UyMlAUjh
                 Why have all these analysts changed their mind? Maybe they like the company’s access to revolving credit.  ON and its wholly-owned subsidiary, SCI LLC, entered into an $800.0 million, five-year senior revolving credit facility. Maybe they like the issuance of  notes via their holding company in The People’s Republic of China. $132.6 million in 2.625% Convertible Senior Notes due in 2026 and $298.4 million in Convertible Senior B Notes due in 2026. http://www.sec.gov/Archives/edgar/data/1097864/000119312513095535/d498383dt3.htmhttp://www.sec.gov/Archives/edgar/data/1097864/000119312515069358/d875301dex105b.htm
                Possibly, the debt was made more palatable by revising former balance sheets in 2012 and 2013 as they indicated on their recent quarterly report on pages 87 and 100, respectively, revisions of $43.8 million and $3.8 million. But murky as it is, quantifying the debt is key because the debt must be addressed BEFORE any stock is repurchased or equity is returned to shareholders. If you read their report carefully, you will note that it is UP TO a $1Billion buyback.  UP TO could mean $1 $10 $100…?  ON Semi already had a buyback program in place for $300 Million; but apparently, few knew about it because little buying back transpired!  They cancelled it so they could, dramatically, announce the new buyback program and send the stock soaring to new highs!
                As for all the recent announcements about “cutting-edge” technology? Yes, they have new technology…but how new is it? Or, is ON Semi, at best, catching up? Hopefully, it’s not behind.  The focusing technology that is used in the Samsung 5 phones was developed years ago. It has a focusing speed of .3 seconds!  The burst technology that exists on Samsung phones makes focusing irrelevant!  As for the GaN announcement, CREE holds the patents for that technology and is generously licensing it to many. Texas Instrument, Infineon, NXP, and Panasonic are just a few companies jumping on the GaN bandwagon. In terms of intellectual property,  40% of ON Semiconductor patents are due to expire in 2019; but in order to return equity to shareholders, they are decreasing their R&D budget! http://www.onsemi.com/site/pdf/Patent-Marking.pdf
                You cite in your article that ON Semiconductor has lots of competition in an industry that is experiencing slower growth, 3.4% in 2015 and 3.1% in 2016. With the impact of the strong dollar, ON Semiconductor, along with all its many competitors, could be facing great challenges to their profit margins.
                Finally, If ON Semiconductor executives are so confident that they can deliver all the “steak” promised in their “sizzling” presentation, why are they dumping company stock hand-over-fist? Security and Exchange filings for 2015 reveal  646,846 shares sold by company executives at the new highs $12.75-$13.00. Late 2014, selling by insiders was intense, as well.  I am still evaluating SEC filings for 2014 and 2013…the company is so involved with shell companies and subsidiaries that getting a clear financial picture is a herculean task at best.   . http://www.sec.gov/Archives/edgar/data/1097864/000119312515069358/d875301dex105b.htm http://www.sec.gov/Archives/edgar/data/1097864/000119312515035483/d864539d8k.htm
                ON Semiconductor is a good company that is great at promoting its possibilities.  The stock has rapidly risen on promises and a zero-rate Fed policy that makes borrowing to build up a balance sheet or to buy up stock an easy avenue for catapulting a share price.  The stock has risen too far too fast.  The insiders know that and have been selling their shares… a lot of them. They may use their profits to buy back the stock when the price is MUCH lower. Don’t let that be where you wind up selling yours!

2015 ON Semiconductor Insider Sells: 634,896 Shares & Insiders Awarded 1,336,559 Shares



*
Who
Date
Sell

Awarded Free Stock
1.
Hall
2015-03-17
42,492
12.75

2
Schrom
2015-03-09
27,234
13.04

3.
Mamoon
2015-03-09
636
13.04

4.
Klosterboer
2015-03-09
3,134
13.04

5.
Jackson
2015-03-09
37,342
13.04

6.
Hall
2015-03-09
2,940
13.04

7.
Gutmann
2015-03-09
351
13.04

8.
Cave
2015-03-09
4,293
13.04

9.
Schromm
2015-03-05
4,286
12.87

10.
Rolls
2015-03-05
5,206
12.87

11.
Mamoon
2015-03-05
5,430
12.87

12.
Klosterboer
2015-03-05
4,628
12.87

13.
Jackson
2015-03-05
29,355
12.87

14.
Hall
2015-03-05
4,628
12.87

15.
Gutmann
2015-03-05
6,187
12.87

16.
Cave
2015-03-05
4,628
12.87

17.
Cave
2015-03-04


31,345
18.
Gutmann
2015-03-04


 47,493
19.
Hall
2015-03-04


37,994
20.
Klosterboer
2015-03-04


34,195



182,770

151,027

* SEC Links:


*
Who
Date
Sell

Awarded Free Stock
*
Who
Year
Sell

Awarded Free Stock
21.
Taner
2015-03-04


 30,396
22.
Mamoon
2015-03-04


 26,596
23.
Rolls
2015-03-04


 43,694
24.
Schromm
2015-03-04


 41,794
25.
Jackson
2015-03-04


 159,575
26.
Schromm
2015-03-03
86,694
12.75
86,694
27.
Jackson
2015-03-03
51,951
12.75
384,252
27a.
Jackson  POA



28.
Gutman
2015-03-03
12,381
12.75
117,786
29.
Mamoon
2015-03-03
9,102
12.75
64,359
30
Hall
2015-03-03
9,771
12.75
86,694
31.
Klosterboer
2015-03-03
9,593
12.75
86,769
32.
Cave
2015-03-03
9,793
12.75
87,215
33.
Rolls
2015-03-03
10,412
12.75


Rolls
6,440
12.8545

34.
Taner
2015-02-27



34.a
Taner    POA
       



35.
10-K   2014-12-31
2015-02-27



35 a
Joint Venture Contract for Leshan Phoenix Semiconductor Company Limited
Amendment Agreement





35b.
ON Subsidiaries




35c.
Power of Attorneys by Board Members to Executives







206137

831956

*
Who
Date
Buy

Sell
Price
36.
8-K ON Semiconductor – Investor Meeting Presentation dated February 26, 2015
2015-02-26




37.
Mamoon
2015-02-20


4489
12.16
38.
Ostrander
2015-02-20


7,500
11.95
38a.
Ostrander POA
2015-02-19




39.
Cave
2015-02-17
15,000
8.40
15,000
12.00


2015-02-17
25,000
9.2
25,000
12.20
40.
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
2015-02-18




41.
Janus Capital
2015-02-17
26,923,133




42.
Klosterboer
2015-02-17


10,000
11.77
43.
Cave
2015-02-17


15,000
11.95
44.
Hernandez
2015-02-13
7,000
4.80
7,000
11.57
44a
SCG HOLDING CORP
Former name of ONNN
POA
C/O MEMC ELECTRONIC MATERIALS, INC.
Mark N. Rogers (POA) for Hernandez






 



83989









*
Who
Year
Buy

Sell
Price
45.
Crawford
2015-02-11
7,000
4.80
7,000
11.52
45A.
SCG HOLDING CORP
Former name of ONNN
POA
C/O XYLEM INC.
 




46.
Klosterboer
2015-02-10


15,000
11.54
47.
Boston Partners
2015-02-12
39,130,998



48.
T. Rowe Price
2015-02-12
2,108,339



49.
Rolls
2015-02-12
40,000 
6.46
40,000
11.34
49A
Rolls POA




50
Vanguard

25,821,268










51
Schromm
2015-02-06


10,000
11.00
52
Gutmann
2015-02-06
10,000
4.80
10,000
11.00
53
Cave



15,000
10.95





97000














               
Who
Year
Buy

Sell

Awarded Free Stock








54
First Half of 2015 Cash Bonus Program for Named Executive Officers — On February 4, 2015, the Compensation Committee (“Committee”) of the Board of Directors of ON Semiconductor Corporation (“Corporation”) determined specific bonus plan
Board of Directors gave Power of Attorney to the Execs who received the compensation?
Nice deal!
Give yourself
A bonus!





55
Financial Statements and Exhibits.  Not applicable: Acquisitions & Shell Company Transactions


2015-02-05
At least 3 acquisitions!!
Tons of Shells-places to bury debt?





56
Revenue announcement doesn’t include anything in #55 above!
2015-02-05





57
Mamoon
2015-01-21
15,000
4.27
15,000
10.045

58
Klosterboer
2015-01-15
15,000
6.83
15,000
10.00

59
Schromm
2015-01-13


35,000
10.50

60
Schromm
2015-01-15




353,576
60A
Schromm POA
2015-01-15





61
Hall
2015-01-13


65000
10.50
353,576


Total Insider Sells & Total Insider Awards in 2015

*
Sell

Awarded Free Stock

182,770

151,027

206137

831956

83989

353576

97000



65000



634,896

1,336,559