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Open Letter To Norway’s Sovereign Wealth Fund: Target Lions Gate Entertainment

Norway’s Sovereign Wealth Fund’s CEO Yngve Slyngstad recently told the Financial Times that the fund is looking to restructure compensations plans at certain companies in its portfolio. “We have so far looked at this in a way that has focused on pay structures rather than pay levels…We think, due to the way the issue of executive remuneration has developed, that we will have to look at what an appropriate level of executive remuneration is as well.” As the fund looks for a company it can target, we offer a candidate: Lions Gate Entertainment (NYSE: LGF ). How Reforming Executive Compensation Creates Value For Investors We applaud the fund for looking at both the structure and the size of executive compensation packages. Many of the fund’s 9,000 holdings overpay their executives for hitting targets that don’t create shareholder value. Over the past several months, we’ve written a number of articles about the risks that excessive and misaligned executive compensation plans pose to investors. We’ve dissected examples of poor compensation plans leading to significant shareholder value destruction, from Valeant (NYSE: VRX ) to Men’s Wearhouse (NYSE: TLRD ). When boards of directors pay executives based on misleading and easily manipulated performance metrics, they harm investors in two ways. Immediate wasted money: the compensation going to executives, in the form of cash or equity, decreases the amount of cash flows available to investors. Long-term value destruction: poorly designed compensation plans incentivize behavior that leads to poor operational and strategic decisions with respect to the long-term interests of shareholders. For more evidence of the outsized impact of compensation plans on a business, look no further than Home Depot (NYSE: HD ). From 2001-2006, CEO Robert Nardelli earned $240 million in compensation. For comparison, his counterpart at Lowe’s (NYSE: LOW ) made around $30 million over that same time, about 1/8th of Nardelli’s compensation despite Lowe’s being between 1/4th to 1/3rd Home Depot’s size. In addition, Nardelli’s compensation was heavily tied to EPS-which he boosted by buying back billions of dollars of shares every year-and sales growth, which he accomplished by investing heavily in the company’s low margin, low return on invested capital ( ROIC ) wholesale business. These moves helped Nardelli’s bonus, but they created little value for investors. During Nardelli’s tenure, Home Depot’s stock was essentially flat. In the midst of a bull market and a housing bubble, Home Depot delivered almost no returns to shareholders! In 2006, activist Ralph Whitworth took a 1.2% stake in Home Depot and began agitating for a change to the company’s executive compensation practices. He was able to force Nardelli out, significantly reduce CEO pay to less than $10 million a year, and institute a compensation plan with long-term incentives for increasing ROIC. Figure 1: Stock Prices Move In Line With Return On Invested Capital Click to enlarge Sources: New Constructs, LLC and company filings Figure 1 shows how Home Depot significantly underperformed Lowe’s stock during Nardelli’s tenure. It also shows how it significantly outperformed after Whitworth’s reforms, gaining more than 200%. This link between stock prices and ROIC is intuitive and well-known among more diligent investors. Increasing ROIC is the best way to create long-term value for shareholders . Linking executive compensation to ROIC has helped companies such as AutoZone (NYSE: AZO ) outperform the market for many years. Don’t just take our word for it either. S&P Capital IQ recently released a study showing a significant statistical link between ROIC improvement and outperformance. Finding A Target: Lions Gate Entertainment Lions Gate turned heads when it handed CEO Jon Feltheimer over $60 million in equity awards as part of a new five-year contract. The board lauded the company’s strong performance in 2014 as justification for the large stock award, but our numbers show that ROIC actually fell from 12.1% to 11.1% that year. As Figure 2 shows, the problem goes far beyond just 2014. Over the past five years, Lions Gate has spent a larger portion of its enterprise value on executive compensation than any of the companies in its self-identified peer group for which we have five years of data. Figure 2: High Executive Compensation + Poor Return On Invested Capital = Bad News For Investors Click to enlarge Sources: New Constructs, LLC and company filings. “TTM” = Trailing Twelve Months. Figure 2 also shows that Lions Gate’s ROIC has dropped to just 2.3%, putting it near the bottom of its peer group. That’s due in part to disappointing results from several films this year. It also reflects a compensation plan that does a poor job aligning executive incentives with shareholder interests. Both annual and long-term incentive bonuses are tied to a non-GAAP metric called “adjusted EBITDA.” This metric does a poor job of measuring shareholder value creation for several reasons: Excluding depreciation and amortization means that executives are not held accountable for capital allocation. They can boost adjusted EBITDA by investing heavily in low return projects and excluding the costs. Adjusted EBITDA excludes stock-based compensation, which is a real expense and should be accounted for. Since executives are largely paid in stock, they get to largely exclude their own compensation when calculating profitability. Adjusted EBITDA makes a number of adjustments for purchase accounting, start-up losses, and backstopped expenses. These are real costs, and executives have a high degree of discretion when it comes to calculating these numbers so they can hit their targets. Tying executive compensation to such a flawed metric is a recipe for low ROIC and significant shareholder dilution. Sure enough, going back to 2005 Lions Gate has earned an ROIC below its cost of capital ( WACC ) in every year except 2013-2015, when it was buoyed by the success of the (now-ended) Hunger Games franchise. Over that time, its share count increased by 47%. Succeeding through creating original content is tough. It’s even tougher when management is not a responsible steward of capital. It should come as no surprise that the most successful company in the industry, Disney (NYSE: DIS ), is also one of the few that links executive compensation directly to ROIC. If Lions Gate wants to have any hope of creating long-term value for shareholders, it needs to cut back on executive compensation and better align compensation incentives with investors’ best interests. Norway’s Sovereign Wealth Fund should consider Lions Gate as its first target in its campaign against excessive executive compensation. Disclosure: David Trainer and Sam McBride receive no compensation to write about any specific stock, sector, style, or theme. Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it. I have no business relationship with any company whose stock is mentioned in this article.

John Malone Avoids FCC Conditions With Charter, Unlike Comcast-NBCU

Federal regulators opted to place no conditions related to John Malone’s sprawling media and telecom holdings in approving Charter Communication ’s ( CHTR ) acquisitions of Time Warner Cable ( TWC ) ( IBD ) and Bright House Networks. California regulators are expected to approve Charter’s deals as soon as Thursday, the final hurdle to Charter’s makeover. Charter will leap to No. 2 in the cable TV industry, behind Comcast ( CMCSA ). Comcast owns NBCUniversal and NBCU-related conditions that the FCC imposed on Comcast in 2011, which are set to expire in 2018. NBCU’s assets include the broadcast TV network, cable channels and a movie studio. Consumer group Public Knowledge, the American Cable Association and others asked the FCC to look into Malone’s holdings as part of the Charter review.  Dish Network ( DISH ) waged the biggest fight against the TWC deal, while  Netflix ( NFLX ) stayed on the sidelines. Malone controls Liberty Broadband ( LBDRA ), which will own about 18% of the new Charter and has rights to name three board members. Privately held media firm Advance/Newhouse will own about 13.5% of Charter. Liberty Broadband stock touched a record high for the second straight day on Wednesday. Malone holds a 28.7% voting interest in Discovery ( DISCA ); a 31.8% voting interest in Starz ( STRZA ); a 37.7% voting interest in the QVC Group, and a 3.3% voting interest in Lions Gate Entertainment ( LGF ), which holds a stake in Epix, according to the FCC. While much of Malone’s media holdings will now constitute Charter’s “affiliated programming,”  the FCC says it already has rules in place to govern those companies’ relationships with other pay-TV providers. “Because New Charter will lack the incentive or ability to withhold or raise prices of affiliated programming, we further find it unnecessary to extend or modify our program access rules or impose other conditions on the licensing of New Charter’s affiliated content,” the FCC said in its May 6  order approving Charter’s acquisitions. The FCC’s conditions on Charter’s acquisitions aim to protect competition from Internet video providers such as Netflix, Hulu and Amazon.com ( AMZN ). Charter will not be allowed to charge data usage-based prices or impose data caps on broadband customers for seven years. Those conditions could impact Comcast if it makes more acquisitions. Some analysts have speculated that Malone could consolidate some of his media assets and/or acquire more. Malone also controls Liberty Global, a Europe-based telecom company. “Malone’s ownership of distribution and content assets globally implicitly has a scale larger than even Comcast, but with a much more fragmented ownership structure and working relationships,” said a Barclays report in January.

Lions Gate hopes streaming video odds are ever in its favor

Lions Gate Entertainment (LGF), the studio behind the “Hunger Games” movies, has jumped on the direct-to-consumer streaming video bandwagon. Lions Gate announced Monday that it has partnered with Tribeca Enterprises to launch a subscription video-on-demand service called Tribeca Short List. Launching in the first half of 2015, the service will offer “a prestigious selection of Lions Gate and Tribeca titles as well as critically acclaimed films drawn from around the world,” the companies said in a press release. The news follows announcements last week of over-the-top Internet video services from CBS (CBS) and Time Warner’s (TWX) HBO. Some analysts said that the moves could mark the beginning of unbundling cable-TV programming. If so, viewers soon could pay for the channels they want a la carte and not hundreds of channels they don’t watch. Lions Gate and Tribeca did not announce pricing for their new service. The companies also were coy…