Fairholme Funds semi-annual letter for the half year ended June 30, 2016.

To the Shareholders and Directors of Fairholme Funds, Inc.:

At Fairholme, we don’t try to predict uncertain futures, but rather price securities for a wide range of potential outcomes. We aim to achieve long-term outperformance while minimizing the risks of permanent loss of capital. We target securities priced far below their intrinsic values to counter potential mistakes in estimates and occasional bad luck. Of course, we encounter real risks along the way. After all, there is no free lunch when it comes to success over a lifetime. It is either not free, or it’s not lunch.

Fairholme Funds

Unable to disprove our highest conviction ideas, we added to positions when prices dropped – much in the same way you would expect us to sell when prices rise. Plunging commodity prices allowed for the purchase of corporate bonds that are more senior than common stock at prices that yield equity-like returns. We don’t plan on dramatic portfolio changes, but do expect the Funds to continue this trend toward more current income. The following securities are expected to dramatically move the Funds’ performance.

Fairholme Funds – Fannie Mae and Freddie Mac

Fannie and Freddie are two of the best businesses ever owned by the Funds. Think of these two mortgage insurers as public utilities, just like your local electric company: every day, Fannie and Freddie provide essential services to millions of families by making home mortgages affordable and accessible. For decades, in good times and bad, they have supported the middle class in pursuing the American Dream – a home to raise children, a nest for a worry-free retirement – at no cost to taxpayers.

Last year, Fannie and Freddie earned a combined $17.3 billion in net income. This is not an aberration: Fannie and Freddie have consistently generated revenue in excess of their cash expenses. Given their substantial profi tability, these two companies should be the safest of preferred stock issuers. But, the government’s imposition of a “Net Worth Sweep” that usurps all of the companies’ capital has turned common sense on its head. In February, Federal Housing Finance Agency (“FHFA”) Director Mel Watt publicly acknowledged that the “lack of capital” resulting from the Net Worth Sweep is “the most serious risk and the one that has the most potential for escalating in the future.” Legislators agree, but have failed to resolve the issue.

A key lesson from the 2008 crisis is that all fi nancial institutions need adequate capital. Regulators, including FHFA and the United States Treasury (“Treasury”), readily acknowledge that large financial institutions need even more. However, in the context of Fannie and Freddie – the largest financial institutions in America – FHFA and Treasury pretend that neither company needs tangible equity capital on its balance sheet because of a government standby commitment. This is neither safe nor sound. The ability to “Phone-a-Friend” is not capital and certainly does not protect taxpayers. Our ongoing litigation seeks to ensure that Fannie and Freddie retain earnings to prudently rebuild capital and honor all obligations. In this regard, there have been several positive developments:

  • In the U.S. Court of Federal Claims, Judge Margaret Sweeney unsealed documents obtained through discovery that shed more light on the unlawful actions of FHFA and Treasury in expropriating the assets of Fannie and Freddie. Judge Sweeney rejected assertions that their release would negatively impact global financial markets, and suggested that the defendants’ sole motivation was avoiding embarrassment: “Instead of harm to the Nation resulting from disclosure, the only ‘harm’ presented is the potential for criticism. The court will not condone the misuse of a protective order as a shield to insulate public officials from criticism in the way they execute their public duties.”2
  • Unsealed documents provide convincing evidence that FHFA and Treasury violated the law when they decided to de facto nationalize Fannie and Freddie. Since the U.S. Judicial Panel on Multidistrict Litigation denied the government’s attempt to consolidate lawsuits from around the country, these incriminating materials are now being used by numerous plaintiffs to show that bureaucrats made a premeditated and deliberate decision to operate the companies for the exclusive benefit of the government – at the expense of shareholders. While virtually all other institutions that received federal assistance during the 2008 crisis were permitted to promptly repay the government, the same was not true for Fannie and Freddie. Matt Taibbi’s colorful metaphor in Rolling Stone highlights this point: “Like a restaurant owner who borrows money from a mobster, [Fannie and Freddie] found themselves in an unseverable relationship.”
  • We soon expect a ruling in the U.S. Court of Appeals for the District of Columbia Circuit. George Will’s Washington Post article summarized the crux of the matter before the court: Conservatorship “is supposed to be temporary and rehabilitative. A conserved entity should be returned to normal business in private ownership. Fannie and Freddie have recuperated profitably. They also have been nationalized … [T]he government (Treasury) negotiated with itself (FHFA) to achieve a windfall for itself. And the conservator abandoned its duty to safeguard the assets of the entities in conservatorship.”4 Legal scholar Richard Epstein of the NYU School of Law is even more pointed: “[T]he earlier opinion of Judge Royce Lamberth on September 30, 2014 – which wrongly sustained the government’s position on all counts – should not be allowed to stand given its incurable internal weaknesses,” and that “a close examination of the [Senior Preferred Stock Purchase Agreement] supports the conclusion that the entire [Net Worth Sweep] was an elaborate device to strip the private shareholders of all their wealth in Fannie Mae and Freddie Mac, by devices so crude that if [they had] been adopted by private parties, all of them would have gone to jail.”5

Sears Holdings Corporation

The Funds’ investments in Sears span the capital structure – from common equity to short-duration bonds yielding over 10% – and yours truly joined the Board of Directors in February. The company is “focused on restoring profitability” and improving operating performance by transforming “from a traditional, store-only based retailer into a more asset-light, member-centric integrated retailer.”6 Sears also announced that it intends to unlock more value for shareholders by exploring strategic alternatives for its Home Services as well as Kenmore, Craftsman, and DieHard brands. Similar public businesses have enterprise values that range from one-half to two times revenues. Market observers are just discovering parts of Sears that they hardly knew existed. Case in point: a press article recently “uncovered” developments at Innovel Solutions (previously known as Sears Logistics Services), a profitable 1,100-truck delivery service with a distribution network consisting of 11 regional warehouses and 24- to 48-hour delivery capability for the majority of households in the United States. The service “has grown 238 percent since 2014”7 and is expanding relationships with manufacturing customers, retailers like Costco, and even the U.S. military. It’s taking much longer than we thought, but we’re still optimistic.

Seritage Growth Properties

Having recently celebrated its first anniversary as an independent and publicly traded real estate investment trust (REIT), Seritage is making steady progress in repurposing, re-tenanting, and redeveloping many of the 266 properties that it purchased from Sears last year. In the company’s inaugural

1, 2  - View Full Page