Monday, January 3, 2011
I began tracking Sport Chalet, a regional sporting goods retailer, this summer and bought a bit of class A shares on November 5th. The share price after my purchase but has been appreciating in price on highly abnormal volume over the past few weeks. However, the reason behind this buying isn't clear - the tiny company has produced no news during this time period, yet someone is purchasing lots of stock, focusing efforts on the Class B shares.
First, a bit of background:
The company has two classes of shares (symbols SPCHA and SPCHB). As of this June 17, 2010, there were 17.4 million class A shares outstanding and 1.7 million class B shares outstanding. However, each B share has 20x the voting power of an A share. Additionally, three key insiders - the founder, the CEO and the CFO - collectively own shares that comprise 65% of all voting power, effectively being able to make any company decision as long as they vote together.
There are also unusual provisions that further protect the ownership stake and decision-making power of these people. There a provision that allows the above owners to sell class A shares to buy more class B shares to increase voting power; another provision allows the Board of Directors to issue more class B shares directly to "persons deemed... to be preferable to a potential acquirer" which likely translates to "giving more shares to the founder and management." Also, an acquirer of more than 10% of the class B shares may be required to buy a matching amount of class A shares, with the goal of making the accumulation of a large voting stake more expensive. (All of this information was found in the most recent annual report.)
What's happening now:
The recent action in the stock has been most notable in the class B shares. Since December 17th, over 150,000 shares have traded, including 98,000 on December 17th. Though a single buyer certainly hasn't purchased every share traded, it is still notable that almost 10% of the class B shares have changed hands in the past two weeks, especially considering that average daily volume is just 1,400 shares. During this time period, shares increased from $2.70 on December 15th to roughly $4 today.
Class A shares have acted similarly over the past few weeks. Share price increased from $1.91 on December 15th to $2.80 today, and volume has been about 2-4x above average during the past two weeks. However, this only represents about 1% of the outstanding A shares.
Who dun it?
Despite the accelerated purchasing of B shares, it seems unlikely that a potential acquirer is behind this action because it any efforts towards acquisition can be easily negated by the Board of Directors. Therefore, it seems likelier that current management/insiders, a large retail investor or small institutional investor may be responsible for recent purchases. However, until some sort of disclosure statement or press release clarifies what is behind the recent action, owners of A and B shares can only speculate on the cause while shares may continue to act abnormally.