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May 06, 2012

Ragupati Chandrasekaran's Notes from the Biglari Holdings 2012 Annual Meeting

We thank Ragupati Chandrasekaran for sharing his Biglari Holdings 2012 annual meeting notes with our readers and members. Here is some information on Ragu's background in value investing:

Ragu's interest in value investing were sparked by these words from the foreword of a book recommended by a friend: "Walter Lippmann spoke of men who plant trees that other men will sit under. Ben Graham was such a man." The book: The Intelligent Investor. The author of the foreword: Warren E. Buffett. Software engineer turned value investor. Suffice to say that Ragu is by far happier now. 

Ragu has passed Levels 1 and 2 of the CFA program. He worked with Complete Growth Investor between mid 2009 and early 2011 as an analyst and co-manager of the real money value portfolio, focusing mostly on US small and micro-cap stocks. He is terrified of dogs (and has the scar to justify it), so he lives only with his wife Vani, and their three children in Chennai, India. His personal investing blog is here.

Ragupati Chandrasekaran's Notes from the Biglari Holdings 2012 Annual Meeting

October 21, 2011

A Conversation with Michael Dell, October 17-19, 2011

June 15, 2010

Ensco International Profile and Analysis

By Ravi Nagarajan

This is the fourth in a series of articles covering “unpopular” larger companies.  Benjamin Graham believed that such companies may present opportunities for enterprising investors.  We discussed the Graham approach in more detail in a recent article.

It is impossible to escape the daily barrage of terrible news from the Gulf of Mexico.  BP is obviously the target of unceasing criticism, much of it well deserved, and the company’s share price has reflected a great deal of uncertainty regarding ultimate liability and the safety of the dividend.  However, investors are also abandoning nearly any company involved in the oil sector regardless of exposure to the spill or to the drilling moratorium in the Gulf of Mexico.  As we pointed out in previous articles on Noble Corporation and National Oilwell Varco, investor panic often creates interesting opportunities for long term investors.

Ensco 102

Ensco 102 in The North Sea

Ensco International plc is an offshore contract drilling company that provides services to oil majors and independent oil exploration firms.  The company has historically focused on jackup rigs designed for relatively shallow water but has devoted the majority of capital expenditures in recent years to build up a fleet of semisubmersible rigs capable of deepwater operations.  Ensco has a fleet of 45 mobile offshore drilling units comprised of four semisubmersibles, 40 jackups, and one barge rig.  In addition, the company has one new semisubmersible unit ready for deployment in August and three semisubmersible units scheduled for delivery in 2011 and 2012.

Overview of Business

One of the common filters that many value investors use involves looking for companies trading at or below tangible book value.  In recent days, Ensco traded below tangible book value and the recent rally has increased the market capitalization to slightly above tangible book.  Of course, this statistic is merely “interesting” until we delve deeper into the quality of the assets on the balance sheet as well as the durability of the business.  The exhibit below displays a snapshot of Ensco as of June 11, 2010:

Ensco is geographically diversified with significant revenues originating from its Europe, Africa, and Asia Pacific reporting segments. The chart below shows Ensco’s 2009 revenues broken down by business segment.  Ensco segregates worldwide deepwater operations into a separate segment and has regional segments for shallow water operations using the company’s large jackup fleet.  We can see that shallow water operations comprised 87 percent of revenues in 2009.  Furthermore, shallow water activities outside the Americas accounted for 66 percent of revenues.   Clearly Ensco is not principally a deepwater player in the Gulf of Mexico.

The following exhibit shows some key data from the past five years.  Note that the company does not employ much leverage and has enjoyed healthy margins over this timeframe due to the overall strength in oil prices which has led to healthy rig demand and high dayrates.  However, the company’s return on equity has decreased somewhat due to significant cash balances earning low returns (cash balance was over $1.2 billion as of March 31, 2010).  Additionally, high levels of capital expenditures on semisubmersible deepwater rigs over the past three years have only started to generate meaningful revenue recently as newbuild rigs enter service.

Cash Generation Machine

High oil prices and healthy demand for the company’s services have resulted in Ensco resembling a cash generation machine in recent years.  Much of the cash flow has been devoted to the company’s expansion program which has focused on building up the fleet of semisubmersible rigs capable of operations in very deep waters.  In addition to investing in capex, Ensco has returned cash to shareholders in the form of dividends and share repurchases.  The company recently increased the regular quarterly cash dividend to $0.35/share from $0.025/share.

The exhibit below shows the cash generation capability of Ensco over the past five years along with the use of the cash.  The company expenses regular maintenance on existing rigs.  We have classified a portion of the capital expenditure program as “maintenance capex” to reflect minor upgrades of existing rigs that could arguably not increase rig capabilities.  The vast majority of capex has been identified as rig enhancements or newbuild rigs.

As noted previously, Ensco’s cash balance has increased dramatically and stands at over $1.2 billion as of March 31, 2010.  Since the recently enhanced dividend will consume approximately $200 million per year, management seems to be aware of the negative aspect of continuing to pile up excess cash on the balance sheet.

Segment Details

As the chart above demonstrates, Ensco is well diversified geographically and current revenues are dominated by shallow water operations outside North and South America.  However, management is clearly committed to expanding deepwater operations significantly.  The vast majority of capex over the past three years has been dedicated to the deepwater segment.  The exhibit below shows selected segment data for the past three years.

The importance of deepwater has increased even further in the first quarter of 2010.  Deepwater operations accounted for 29 percent of revenue and 39.8 percent of operating income for the first quarter — a dramatic increase over full year 2009 statistics.  In other words, the large level of capex allocated to the deepwater segment over the past three years is now starting to generate significant revenues and profitability as more semisubmersible units become productive.

U.S. Gulf of Mexico Exposure

Ensco has ten rigs located in the Gulf of Mexico.  Seven jackup rigs are operating in shallow water areas at dayrates ranging from approximately $50,000 to $100,000.  Two semisubmersible rigs are operating in deepwater areas at estimated dayrates of $295,000 and $365,000.  One newbuild semisubmersible rig is contracted to begin operations in August at a dayrate of approximately $480,000.

The exhibit below lists each of Ensco’s rigs located in the Gulf of Mexico based on the company’s May 14 rig status report.  Ensco Investor Relations has indicated that the next fleet status report will be posted on June 15.  The company did not respond to a request for an interim update prior to the June 15 report.

Last week, we pointed out that there was much confusion regarding the Federal Government’s moratorium policy related to shallow water exploration.  As of today, it is still not entirely clear whether the government intends to stand in the way of shallow water operations, although indications are that such exploration will probably continue to be permitted.  Deepwater exploration is obviously another matter.  President Obama continues to insist on the six month moratorium on deepwater exploration but the significant impact on the Gulf Coast economy has caused prominent politicians such as Louisiana Governor Bobby Jindal to argue for lifting the moratorium.

Under a worst case scenario for deepwater, the “force majeure” clauses in Ensco’s contracts may be activated and the company may lose the anticipated revenues from Ensco 8500, 8501, and 8502.  However, the company’s extensive global operations make it highly probable that these rigs will be redeployed elsewhere within a reasonable timeframe.  In a recent conference call, Ensco Chairman and CEO Dan Rabun stated that the Ensco 8500 series is “perfect for Brazil, Gulf of Mexico, and West Africa and Asia”.  Furthermore, since most contracts call for Ensco’s customers to pay “mobilization” costs for rigs, it is possible that the rigs could be redeployed elsewhere without Ensco paying for substantial transportation costs.

How Good is Tangible Book?

Earlier, we stated that one must examine what is in tangible book value before an investor gets too excited about a company that is trading at or below tangible book.  The quality of assets is obviously critical if tangible book is to be considered a margin of safety for the investor.

The critical component of Ensco’s tangible book value is the property and equipment account which is stated at $4.5 billion as of March 31, 2010.  Since a great majority of the company’s tangible book value resides in illiquid offshore drilling rigs, can we feel somewhat confident that the assets are worth what they are stated on the balance sheet?

While it is very difficult to make a definitive assessment, three recent asset sales provide a clue that management is conservative regarding the valuation of rigs.  The company sold Ensco 57 on April 23.  Ensco 57 sold for $47 million while the rig had a net book value of $30 million.  On March 19, the company announced the sale of Ensco 50 and Ensco 51.  These rigs were sold for $95 million and had a net book value of $63 million.  The cumulative gain on sale for the three rigs came to approximately $49 million.  While the sale of three older jackup rigs may not be reflective of overall valuation of the fleet, a positive surprise upon the disposition of assets is a good sign that management might be conservative.

Summary

Ensco plc is a well diversified, high quality company that appears to have been unfairly punished in recent weeks based on “guilt by association”.  When a high profile incident has a major impact on an industry, market participants often sell any company in the industry first and ask questions later.  With a market capitalization only slightly above tangible book value, diversified international operations, and what appears to be manageable exposure to the deepwater Gulf of Mexico, investors should have some downside protection.

The company is not without risk, but the relevant risk is related to the potential for depressed energy prices that reduce demand for the company’s rigs rather than any specific regulatory action related to the Gulf of Mexico.  In the event of a “double dip” recession that reduces worldwide demand for oil, Ensco’s profitability and cash flow would decline along with every other contract drilling company.  However, the long run demand for fossil fuels in the developing world makes the case for a long run decline in oil prices highly doubtful.  Alternative energy sources are decades away from threatening to seriously displace oil and gas as fuels.

In contrast to Noble Corporation which we profiled last week, Ensco has not suffered the same magnitude of decline since late April and the company is more expensive in terms of cash flow or earnings multiples.  The likely reason is that Noble is much more exposed to the Gulf of Mexico deepwater than Ensco, although even Noble is well diversified from a geographical standpoint.  In the event of a favorable outcome for deepwater regulation in the Gulf of Mexico, Noble is likely to have a more rapid recovery.  If the deepwater moratorium continues for a longer period or becomes permanent, Ensco may be the better choice.  Both companies seem to offer a favorable risk/reward profile at current quotations.

Resources:

Ensco plc 2009 10-K
Ensco plc Q1 2010 10-Q
Ensco Q1 2010 Conference Call Transcript (pdf)
Ensco Fleet Status Report as of May 14, 2010 (pdf)
MMS Deepwater Production Summary as of June 7, 2010 (pdf)
Ensco Investor Presentation on June 10, 2010 (pdf)

Disclosure:  No Position in Ensco plc but considering long position.  Long Noble Corporation.

June 12, 2010

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June 11, 2010

Fear and Loathing in Lazare Kaplan (LKI)

By Greenbackd

Jon Heller at Cheap Stocks has a great post on The Downside of Net/Net Investing- Lazare Kaplan (LKI). Says Jon:

In July of 2009,we initiated a new position in the $1.15 range. The shares subsequently ran up to $2.50, but in September, trading was halted, and not a share has traded since.

The company has repeatedly delayed filing it’s financial reports with the SEC, due to:

a material uncertainty concerning (a) the collectability and recovery of certain assets, and (b) the Company’s potential obligations under certain lines of credit and a guaranty (all of which, the “Material Uncertainties”).

The NYSE AMEX granted the company several extensions to regain compliance; the latest on April 26th, which gave the company until May 31st to regain compliance with listing standards.

Pretty standard fare in net net world. Here’s where the going gets weird. LKI is a diamond vendor. It seems that it has been in a trading halt because some of its diamonds have gone missing. Quite a few of them. When the going gets weird, as Hunter S. Thompson used to say before he was shot out of a cannon, the weird turn pro: LKI is suing its insurers for $640M. From the May 20 press release:

LAZARE KAPLAN INTERNATIONAL SUES ITS INSURERS FOR $640 MILLION

New York, NY – May 20, 2010 – Lazare Kaplan International Inc. (AMEX:LKI) (“Lazare Kaplan”) announced today that in a federal lawsuit filed on Monday, May 17, 2010, it sued various Lloyds of London syndicates and European insurers for $640 million in damages arising out of the disappearance of diamonds that were insured by the defendants, including consequential damages. The lawsuit alleges that the insurers breached two “all risk” New York property insurance policies, and an Agreement for Interim Payment under which the insurers made a non-refundable interim payment of $28 million to Lazare Kaplan in January of this year. After making the $28 million payment, the insurers abruptly reversed course and refused to acknowledge coverage or to pay any covered losses under the policies. The complaint alleges, among other things, that the insurers, which also issued separate policies to Lazare Kaplan under English law, created a virtual coverage “whipsaw” by denying coverage under the English policies on the ground that Lazare Kaplan does not have an insurable interest in the largest portion of the property at issue while at the very same time asserting under the New York policies that there is no coverage because Lazare Kaplan insured the same property under the English policies. Lazare Kaplan expects to conduct broad-ranging discovery around the world in the course of the lawsuit.

Jon asks the obvious questions:

What happened to the diamonds? Why isn’t the company willing to speak with it’s shareholders on the issue? Why are the insurers unwilling to pay? And again, what happened to the diamonds?

This is why investing in net nets will always be pure Gonzo investing. Even though the situation with the missing diamonds is ugly, if LKI trades again it might be an interesting lottery ticket. With a market capitalization of $21M, success in the $640M suit represents a 30:1 payout.

Tilson Makes the Case for Investing in BP

By Ravi Nagarajan

Whitney Tilson is convinced that BP is simply too cheap to ignore at the current valuation.  Given the steady stream of negative headlines due to the massive Deepwater Horizon oil spill, BP shares are quickly approaching a 45 percent discount to the stock price that prevailed during much of April.  Mr. Tilson makes it clear that BP shares could certainly fall even further in the short run, but he believes that the dividend should be safe.

While Mr. Tilson’s comments regarding BP’s dividend make logical sense, the political pressure on management may soon require a cut regardless of the company’s ability to make payments. Furthermore, the “asbestos-like” qualities of BP’s liability exposure that Mr. Tilson mentions will make total economic exposure unknown for years or decades to come.  BP’s management has also proven remarkably incompetent and politically tone deaf throughout the crisis.  It may make more sense to look elsewhere in the beleaguered oil and gas industry where stock prices have also been hammered rather than to accept the uncertainty at BP.

To learn more about Whitney Tilson’s bullish case for BP, view the video below.

Disclosure:  No Position.

June 05, 2010

Pabrai on Frontline (NYSE:FRO); HAWK template

By Greenbackd

In his 2003 Annual Meeting, Mohnish Pabrai discussed his thesis for his investment in Frontline Ltd (USA) (NYSE:FRO). I see a number of parallels between HAWK now and FRO then. Here is an extract from the transcript:

Frontline (FRO) is company I’d like to talk about because it is an interesting datapoint on how I look at businesses. Frontline is in the crude oil shipping business. About 2 and half years ago if you asked me if I had any competency or knowledge of the crude oil shipping business, I would say that I knew nothing about the business or industry. In 2001, I was just looking at a list of companies that had high dividend yields. One of the screens I look at is companies with high dividend yields, which sometimes means some sort of overhang which is dropping the price below where it should be.

If I looked at Value Line today, I would probably find three or four companies that have a dividend yield of 10%-12%. In 2001 I noticed there were two companies with a dividend yield over 15%. Both were in the crude oil shipping business. One was called Knightsbridge (VLCCF). I wanted to understand why they had such a high dividend yield. So I spent about a month studying the crude oil shipping business.

When Knightsbridge was formed a few years ago, they ordered a few oil tankers from a Korean ship yard. Each of these VLCCs (Very large Crude Carrier) and Suezmaxes costs about $50-70 million a piece and it takes 2-3 years to build one. The day the tankers were delivered they had a long term lease with Shell Oil. The deal was that Shell would pay them a base lease rate (say $10,000 a day per tanker) regardless of whether they used them or not. On top of that, they paid them a percentage of the delta between a base rate and the spot price for VLCC rentals.

For example, if the spot price went to $30,000/day, they might collect $20,000 a day. If the spot was $50,000/day, they’d collect say $35,000/day etc. The way Knightsbridge was set up, at $10,000 a day; they were able to cover their principal and interest payments and had a small positive cash flow. As the rates went above $10,000, there was a larger positive cash flow and the company was set up to just dividend all the excess cash out to shareholders – which is marvelous. I wish all public companies did that.

When tanker rates go up dramatically, this company’s dividends goes through the roof. This happened in 2001 when tanker rates which are normally $20,000-$30,000 a day went to $80,000 a day. They were making astronomical profits at the time and the dividend yield went through the roof – but of course it was not durable or sustainable.

That’s why the stock didn’t jump up significantly. Then next week it could drop. It is a very volatile business. But I studied the business because I was just curious. But in investing, all knowledge is cumulative and makes the analytics much faster the next time around. At the time I studied Knightsbridge I also took a look at half a dozen other publicly traded pure plays in oil shipping.

Last year, we had an interesting situation take place with one of these oil shipping companies called Frontline (FRO). Frontline is a company that is the exact opposite business model of Knightsbridge. They have the largest oil tankers fleet in the world, amongst all the public companies. The entire fleet is on the spot market. There are very few long term leases. They ride the spot market on these tankers.

Because they ride the spot market on these tankers, there is no such thing as earnings forecasts or guidance. The company’s CEO himself doesn’t know tomorrow what the income will be quarter to quarter. This is great because whenever Wall Street gets confused, it means we can make money. This is a company that has widely gyrating earnings.

Oil tanker rates have varied historically between $6,000 a day to $80,000 a day. The company needs about $18,000 a day to break even. Once rates go below $18,000 a day, they are bleeding red ink. Once they go above $18,000, about $30,000-$35,000, they are making huge profits. In the third quarter of last year, oil tanker rates collapsed. There was a recession in the US, and a few other factors causing a drop in crude oil shipping volume. Rates went down to $6,000 a day. At $6,000 a day, Frontline is bleeding red ink badly. The stock appropriately went from $11 a share to about $3, in about 3 months.

If you spent some time studying Frontline, you would find that they have 60 or 70 ships, and while the rates had collapsed for daily rentals, the price per ship hadn’t changed much, dropping about 10% or 15%. There was a small drop in price per ship, but nowhere near the price the stock had dropped; the stock had dropped over 70%.

Slide 27

Frontline has a liquidation book value of about $16.50 per share, which means if they simply shut down the business sell all their ships, shareholders would get about $16 a share. If you take the collapsed ship price, you would still get $11 per share. If one could buy the entire business for $3/share, one could turn around the next day and sell the ships and clean up. While the stock was at $3, the company insiders were furiously buying shares.

When you looked at the numbers, they had plenty of cash. They could handle $6000/day rates for several months without a liquidity crunch. Also, if they sell a ship, they raise $60-70 million. The total annual interest payments are $150 million. If the income went to $0, they could sell a few ships a year and keep the company going.

In addition there is a feedback loop in the tanker market. There are two kinds of tankers. There double hull and single hull tankers. After the Exxon Valdez spill, all sorts of maritime regulations were instituted requiring all new tankers to be double hull after 2006 because they are less likely to spill oil. The entire Frontline fleet is double hull tankers.

But there’s a huge number of these single hull rust buckets built in the 1970s. If the double hull tanker spot rate is at $30,000 a day, the single hull tanker is at $20,000 a day. Oil that gets shipped from the Middle East to China or India, for example, is on single hull tankers. But Shell or Mobil, etc., will avoid leasing a single hull tanker because it is an enormous liability if they have a spill. The third world is nonchalant about importing oil on single hull tankers, and all the double hull tankers come to Europe and the West. But when rates go to $6,000 a day, the delta between single and double hull disappears.

The single hull tankers stop being rented because there’s no significant delta in the daily rate. Everyone shifts to double hull tankers at that point. The single hull tanker fleet goes to zero revenue in a $6,000 a day rate environment. When it goes to zero revenue, all these guys who own the single hull tankers get jittery; they can sell these tankers to the ship breakers and get a few million dollars instantly. They know that by 2006 their ability to rent them will decline substantially. There is a dramatic increase in scrapping rate for single hulled tankers whenever rates go down.

It takes four years to build a new tanker, so when demand comes back up again, inventory is very tight. There is a definitive cycle. When rates go as low as $6,000 and stays there for a few weeks the rise to astronomically high levels – say $60,000/day is very fast. With Frontline, for about seven or eight weeks, the rates stayed at under $10,000 a day and then spiked to $80,000 a day in Q402.

Slide 28

I started buying around here ($5.90). Again, not smart enough to buy at the very bottom. I bought on average price at a price of $5.90 per share, which is about half of the $11/$12 per share you would get in a liquidation. Now Frontline’s price is about $20 a share because tanker rates are at $60,000 a day – people are in a euphoric/greedy state. But once we got past $9, approaching $10, I started to unload of the shares. The whole thing happened in a very short time period – resulting in a very high annualized rate of return.

Slide 29

We had a 55% return on the Frontline investment and an annualized rate of return of 273%. Frontline is a good example of why I am hesitant to share ideas because we will see this again. Oil tanker rates will go down and at the last meeting a bunch of investors told me, “We are watching now.” The more people that are tuned in, once it gets to $8 or $9, the more the buying – reducing our gains. But that is an example of a Special Situation investment in a company with negative cash flow.

June 03, 2010

Seahawk Drilling (Nasdaq: HAWK) Redux

By Greenbackd

In September last year Ben Bortner provided a guest post on Seahawk Drilling (NASDAQ: HAWK). I said at the time that HAWK was not a typical Greenbackd stock, but it warranted consideration at a discount to Ben’s estimate of liquidation value. HAWK has been cut in half since Ben’s post for reasons unforeseeable at the time (see Ben’s excellent September post for the background) and it seems to be living in interesting times, which makes it a typical Greenbackd stock, to wit:

HAWK was cheapish before BP filled the Gulf of Mexico with oil and golf balls (to paraphrase Wyatt Cenac on The Daily Show, BP’s challenge now is to remove the impurities from the Gulf, namely the dead shrimp and the seawater). Prior to the spill, low natural gas prices and the credit crunch led to reduced fleet utilization and day rates that had hurt drillers in the Gulf of Mexico generally. Several problems specific to HAWK – a largish Mexican tax dispute and older jackup rigs in an environment where a slew of new rigs are in production – made it cheaper still. BP’s oil spill and the accompanying regulatory uncertainty have caused a perfect storm for HAWK, which may lead to a liquidity crisis. In short, that’s why I like it. The mere absence of bad luck should see this stock trade higher.

It looks very interesting at a big discount to liquidation value. At its $12 close yesterday HAWK has a market capitalization of $142M, which is 30% of its $443M or $36.6 per share in tangible book value as at March 31. It’s got $6.5M in debt and $73M in cash and short term investments. Cash burn is around $10M per quarter if demand for the rigs doesn’t pick up. The moratorium on drilling applies to deep-water drillers, and HAWK’s rigs are shallow water rigs, so permitting is not the reason for the cash burn – it’s insurance and overcapacity. That said, it seems that demand for HAWK’s rigs is improving.

On the other hand, here’s the bear case from August last year on HAWK’s prospects in less interesting times.

[Full Disclosure: I hold HAWK. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

Noble Corporation (NYSE: NE) Profile and Analysis

By Ravi Nagarajan

This is the third in a series of articles covering “unpopular” larger companies.  Benjamin Graham believed that such companies may present opportunities for enterprising investors.  We discussed the Graham approach in more detail in a recent article.

As we discussed in our recent article on National Oilwell Varco, the financial markets have been reacting to the Deepwater Horizon disaster by punishing the stock prices of nearly every company associated with oil and gas exploration in the Gulf of Mexico.  In certain cases, the market reaction may be justified by deteriorating fundamentals and in other cases, stocks may be under pressure based on confusion, uncertainty, or merely “guilt by association”.  The current situation in the Gulf of Mexico is a national disaster but is it reasonable to believe that this rich domestic source of oil and gas will not be tapped in the future?  The job of the value investor is to look at these types of situations as opportunities and to identify cases where Mr. Market may have overreacted.

Noble Danny AdkinsIn this article, we will profile Noble Corporation, a company that provides offshore contract drilling, engineering, and production management services to the oil and gas industry.  Noble’s current fleet includes 62 mobile offshore drilling units comprised of 43 jackups, 13 semisubmersibles, 2 submersibles, and 4 drillships.  The company currently has six semisubmersible rigs operating in deepwater locations of the Gulf of Mexico with aggregate contracted dayrates of approximately $2.7 million.

Brief Primer on Rig Types

The terminology associated with offshore drilling can be confusing for those who have not studied the industry in the past.  The following definitions will be helpful in the discussion that follows:

  • Semisubmersible Platforms are floating platforms which can be submerged so that a portion of the hull is below water during drilling operations.  The platforms maintain their position over the well either through a fixed mooring system or a dynamic positioning system controlled by computers.  Typically, these platforms require at least 200 feet of water depth and are capable of drilling in depths of up to 12,000 feet.  Semisubmersibles are used for Noble’s deepwater drilling activities in the Gulf of Mexico and elsewhere.  The nearby picture is the Noble Danny Adkins which is currently deployed in over 9,600 feet of water in the Gulf of Mexico.
  • Submersible Platforms are designed to be submerged to the drilling position by flooding the hull until it rests on the sea floor while the upper deck remains above water.  These rigs are used in shallow water between 12 and 70 feet.
  • Jackup Rigs are self-elevating drilling platforms equipped with legs that are lowered to the ocean floor in order to establish a foundation for support.  The rigs are towed to the location of the well where the legs are lowered based on various techniques.  Jackups can be used in water depths from 8 to 400 feet.
  • Drillships are self propelled ships equipped for drilling and are positioned over a well using a dynamic computer controlled positioning system.  Noble’s fleet of drillships can be used in deep water areas although none are deployed in the Gulf of Mexico.

Noble’s U.S. Gulf of Mexico Fleet

The following exhibit shows Noble’s current Gulf of Mexico fleet of six semisubmersible units.  The data sources for the exhibit are Noble’s Fleet Status Report (pdf) dated May 24, 2010 and the Minerals Management Service (MMS) Deepwater Production Summary Report (pdf) dated June 1, 2010.

The exhibit shows the operator, or lessee, of the rig along with the contracted average dayrate and the contract expiration.  All six of these rigs appear to be operating in waters that are deep enough to be included in the recent six month moratorium on deepwater drilling.  The government has mandated a halt to drilling as soon as wells can be placed in a state that is considered safe but it is likely that all of these rigs will soon be idle.

Noble’s contracted drilling backlog, as reported in the company’s latest 10-Q filing, are subject to various termination and modification provisions but the company does not specifically list the termination rights of the operators of the Gulf of Mexico rigs.  In a worst case scenario in which all six of the currently contracted rigs stop producing revenue, the company’s exposure is roughly $2.7 million of lost revenue per day.  However, it is likely that much or all of the cost of the idle rigs through the end of the contracted term will end up the responsibility of the operator rather than Noble.

Obviously, beyond the current contracted terms, Noble would not be able to deploy these rigs in deepwater within the U.S. Gulf of Mexico if the moratorium is extended beyond six months.  Under such circumstances, the company would either have to idle the rigs, move them to shallow water Gulf of Mexico locations, or use them elsewhere (possibly in Gulf waters under Mexican jurisdiction).

Historical Performance and Valuation

The following exhibit shows selected metrics for Noble Corporation for the past decade as provided by Value Line Investment Survey (click on the image for a  larger view):

One of the important points to note is that the company has a relatively low level of long term debt as a percentage of overall capital deployed.  Noble is a capital intensive business but management has not relied excessively on debt to finance capital expenditures.  We can also see steady progress in earnings per share over the past few years along with higher margins and return on equity. Much of the progress in recent years is associated with the impact that higher oil and natural gas prices have had on the exploration plans of oil majors and independent exploration companies.

The following exhibit shows Noble’s free cash flow and expansion capital expenditures over the past five years:

The company has been generating significant free cash flow with increases in each of the past five years.  This cash flow has been deployed mostly toward expansion of the fleet (newbuilds) or enhancements to the existing fleet.  For a company with a current market capitalization of approximately $7 billion, this cash flow track record is clearly impressive.

Geographic Revenue Distribution

The following exhibit shows Noble Corporation’s revenues broken down by region for 2009:

At 22.3 percent of revenues for 2009, the United States is clearly an important market for Noble.  Furthermore, based on the type of rigs involved, the bulk of this revenue is associated with deep water drilling activities.  Based on a $2.7 million aggregate dayrate, the company could be expected to produce nearly $1 billion in revenue assuming that each rig earns revenue without any interruption at currently contracted rates.

On the other hand, it is also clear that Noble has a large amount of revenue originating in a diversified list of countries, including Mexico which was the largest source of 2009 revenues.  It is not unreasonable to believe that many of the rigs currently operating in United States Gulf of Mexico waters could be put to good use nearby in Mexican Gulf waters in the unlikely event that the moratorium extends for several years.  In addition, we should remember that, with the exception of Noble Paul Romano facing a near term contract expiration next month, current contracts in the United States Gulf of Mexico do not expire until March 2011, unless contract cancellation provisions allow customers an early exit.

A Permanent End to Deepwater Drilling — Very Unlikely

While the current outrage over the Deepwater Horizon disaster is a natural reaction, a permanent end to deepwater drilling in the Gulf of Mexico is neither reasonable nor likely based on current production statistics.  According to MMS, deepwater production in Gulf has steadily increased over the past 25 years and now exceeds 80 percent of production on the outer continental shelf.  Based on the MMS data, deepwater drilling produced 569 million barrels of oil in the Gulf in 2009 alone.  According to the U.S. Energy Information Administration, total production of crude oil in the United States for 2009 was 1.9 billion barrels, which means that nearly 30 percent of production can be attributed to deepwater  Gulf of Mexico drilling.  The United States consumed 6.8 billion barrels of oil in 2009, the vast majority attributed to imports.

It is reasonable to believe that the United States government will prohibit oil exploration and production from a source that provides nearly 30 percent of domestic oil production and represents the best area for new discoveries going forward? Does it represent good public policy to reduce domestic consumption even though the United States must import billions of barrels of oil each year from foreign countries, many of which are in regions hostile to American interests?

The much more likely long term scenario is that governments will impose tougher regulation that impacts oil exploration and production based on lessons learned from the current disaster.  There is clearly a risk that government regulatory overreach will cripple deepwater production over a longer period of time.  There is also a risk that other countries could adopt such policies as well.  However, such risks seem remote given the fact that the modern economy still requires oil to function and alternative  energy sources will not make a dent in overall demand for many decades to come.

Summary

Noble Corporation appears to be in a well diversified position from a geographic standpoint and has delivered solid financial results with minimal leverage in recent years.  Free cash flow is impressive relative to the current market capitalization of the company which reflects no premium on reported book value as of March 31, 2010.  The company should be protected to some extent in the near term by contractual terms associated with the six deepwater Gulf of Mexico rigs. Chairman and CEO David Williams has indicated that all contracts have force majeure clauses but whether these clauses will come into effect is not known at this point.

In the long run, it is likely that the United States government will again allow deepwater drilling, albeit with tougher regulation.  In the event that an extended moratorium exceeds the lengths of Noble’s current contracts, the company should be able to eventually redeploy assets in other parts of the world.

Resources:

Noble Corporation 2009 10-K
Noble Corporation Q1 2010 10-Q
Investor Presentation by Chairman/CEO David Williams on May 25, 2010

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. Disclosure: No position in Noble Corporation, but currently considering taking a long position.

June 01, 2010

Lawndale Files 13D for P & F Industries (Nasdaq: PFIN)

By Greenbackd

Lawndale Capital Management, LLC filed an amended 13D on May 26 for its holding in P & F Industries Inc (NASDAQ:PFIN). Lawndale has been lobbying PFIN regarding “certain operational and corporate governance concerns that include, but are not limited to, what Lawndale believes to be excessive compensation paid to PFIN’s Chairman and CEO, Richard Horowitz, for poor performance. This further leads to serious concerns regarding the Board’s current composition and independence.”

Lawndale’s 13D exhibits its May 25 letter to PFIN board, which also annexes Proxy Governance’s Comparative Performance Analysis of PFIN. It is well worth reading.

Purpose of the Transaction

Extracted from the most recent 13D filing:

On May 25, 2010, Lawndale sent PFIN’s Board a letter (a copy of which is attached at Exhibit B hereto, and incorporated by reference to this filing) informing them of Lawndale’s intent to vote 272,812 shares, equal to 7.5% of eligible shares to “WITHOLD authority for ALL NOMINEES” on Proposal 1, Election of Directors, at PFIN’s annual meeting scheduled for June 3 2010 and noting independent proxy advisory services, Proxy Governance and RiskMetrics also recommended voting to “WITHHOLD ALL” and WITHHOLD Dubofsky”, respectively. (a copy of the Proxy Governance recommendation is attached as part of this exhibit)

As disclosed in greater detail in the letter, among the reasons for its vote, Lawndale cited the following:

· For P&F’s Small Size And Business Structure, Horowitz’ Compensation Is Wholly Inappropriate

· The Only Shareowner That Has Benefited From The Horowitz Era Has Been Horowitz

· P&F’s Board Requires Increased Independence Via New Directors From Outside “The Club”

At the invitation of the Nominating Committee Chairman, Marc Utay, in February 2010 Lawndale submitted the names and backgrounds of five highly qualified and independent individuals for possible addition to P&F’s Board. Although these nominations were made long before the deadline for setting PFIN’s slate and Proxy for the upcoming June 3 Annual Meeting, none of Lawndale’s suggested nominees appeared on PFIN’s final Proxy. Lawndale was recently informed that two of its nominees have been invited to meet with certain members of the Board in the week following PFIN’s Annual Meeting.

It is the view of Lawndale that a board comprised of qualified directors who are independent, and whose interests are better aligned with shareholders via meaningful purchased equity ownership, would more objectively and aggressively oversee the compensation and corporate acquisition decisions of PFIN.

Lawndale believes the public market value of PFIN is undervalued by not adequately reflecting the value of PFIN’s business segments and other assets, including certain long-held real estate.

While Lawndale acquired the Stock solely for investment purposes, Lawndale has been and may continue to be in contact with PFIN management, members of PFIN’s Board, other significant shareholders and others regarding alternatives that PFIN could employ to maximize shareholder value. Lawndale may from time to time take such actions, as it deems necessary or appropriate to maximize its investment in the Company’s shares. Such action(s) may include, but is not limited to, buying or selling the Company’s Stock at its discretion, communicating with the Company’s shareholders and/or others about actions which may be taken to improve the Company’s financial situation or governance policies or practices, as well as such other actions as Lawndale, in its sole discretion, may find appropriate.

About PFIN

PFIN operates in two primary lines of business, or segments: tools and other products (Tools) and hardware and accessories (Hardware). The Company conduct its Tools business through a wholly owned subsidiary, Continental Tool Group, Inc. (Continental), which in turn operates through its wholly owned subsidiaries, Florida Pneumatic Manufacturing Corporation (Florida Pneumatic) and Hy-Tech Machine, Inc. (Hy-Tech). The Company conducts its Hardware business through a wholly owned subsidiary, Countrywide Hardware Inc. (Countrywide), which in turn operates through its wholly owned subsidiaries, Nationwide Industries, Inc. (Nationwide), Woodmark International, L.P. (Woodmark) and Pacific Stair Products, Inc. (Pacific Stair).

[Full Disclosure:  I do no hold PFIN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

May 31, 2010

New European Value Report Reveals Top Two European Equity Investment Opportunities

A new European Value Report was released today. The report features the top two monthly investment ideas, as selected by The Manual of Ideas equity research team in Europe.

Downside Protection Report Highlights Top Ideas of the Month: Both Featured Companies Operate in the U.S. Gulf of Mexico Natural Gas Industry

In the just-released monthly issue of Downside Protection Report, The Manual of Ideas highlights the research team's top two monthly investment ideas. Each stock is judged to have strong downside protection and above-average upside potential. Here is an excerpt from the editorial commentary:

Last month we wrote that “May could prove to be a good month to ‘go away.’” Indeed. Investors were rattled out of complacency — one might say unexpectedly, but such things are never expected. The S&P 500 Index ended the month down 8%, bringing the benchmark’s YTD performance to an unimpressive -2%.

Where we go from here is impossible to know. Significant problems remain in our world, but this is hardly anything new. Prior generations have dealt with even bigger problems, and the stock market has done just fine over the long term. As a result, we believe investors need to keep their perspective and their “cool.” Timing the market is almost always an exercise in futility.

The only market timing to which we subscribe is the one based on bottom-up idea availability. If ideas with strong downside protection and good upside potential are hard to find, it’s perfectly fine to hold a large cash position. However, when decent businesses are available at a discount to their liquidation values, the time may be right to be fully invested without worrying whether the market will have another leg down. Time has shown that Ben Graham-style investing works. A reason it has continued to work for many decades is that it is hard to do. Humans are not wired to invest in “troubled” companies, even if the troubles are temporary.

Take the massive oil spill in the U.S. Gulf of Mexico and the moratorium that has been put in place as a result. Does anyone really believe that the Gulf of Mexico will suddenly become off limits to oil and gas exploration? Will regulation really become that much more costly and burdensome, despite the best efforts of the energy industry lobby and the fact that once the news cycle moves on, legislators and regulators tend to move on, too? While we’re at it, does anyone really believe that the much-touted shale plays will usher in an era of unlimited supply of natural gas at prices that make it barely economical for companies to explore for gas?

The two companies featured in this issue may present interesting opportunities for investors willing to look beyond the headlines and toward a world that remains starved for energy. Emerging economies continue to demand increasing amounts of oil and gas, while true alternatives remain in their infancy. And with commodities in general looking more attractive vis-à-vis easily printed fiat currency, history may yet play out in way that puts this month's two featured companies among the beneficiaries rather than the victims. Did we mention the two companies are cheap?

 

National Oilwell Varco Profile and Analysis

By Ravi Nagarajan

This is the second in a series of articles covering “unpopular” larger companies.  Benjamin Graham believed that such companies may present opportunities for enterprising investors.  We discussed the Graham approach in more detail in a recent article.

Recent events in the Gulf of Mexico have increased awareness of the risks facing oil exploration companies operating in very deep waters.  Drilling for oil beneath five thousand feet of water entails challenges that test the abilities of exploration companies under the best of circumstances.  We are now witnessing the impotence of industry or government to deal with a well that has been gushing out of control for over a month.  The current moratorium on deepwater drilling in the United States could be adopted by other countries as well and we cannot predict the duration of the moratorium.  In this environment, is any investment in oil exploration or ancillary products and services worthy of consideration?

National Oilwell VarcoNational Oilwell Varco (NOV) was formed on March 11, 2005 by the merger of Varco International and National-Oilwell.  The company is the fifth largest oil and gas products and services company by revenues.  The company is a supplier of rig technology, petroleum services and supplies, and distribution services.  Customers include oil majors as well as drilling contractors.  National Oilwell Varco has not been mentioned as one of the involved parties in the Deepwater Horizon disaster.

Overview of Business

One of the daunting aspects of investing the oil and gas exploration industry involves the amount of industry jargon that an investor must understand in order to intelligently read financial reports.  The National Oilwell Varco 2009 10-K report includes a glossary of terms (pages 23 to 27) that the reader is encouraged to review.  The business overview section also provides a good understanding of the interaction between firms such as NOV and drilling contractors and exploration firms. We will not attempt to provide an introduction to the industry and terminology to keep this article to a reasonable length.

NOV operates in three segments:

  1. Rig Technology. Rig technology involves the design, manufacture, and sale of complete systems for drilling, completion, and servicing of oil and gas wells.  This is NOV’s largest segment by revenues and has the most year to year stability due to the presence of a large backlog given the fact that there is normally significant lead time involved in new exploration projects.  Demand is highly dependent on capital spending plans by customers and overall drilling activity which drives demand for spare parts.
  2. Petroleum Services & Supplies. This segment provides consumable goods and services used to drill, complete, and work over existing oil and gas wells and pipelines.  A large number of products are sold such as drill pipe, drilling fluids (“mud”), drill bits, motors, and more.  Demand is correlated to oilfield drilling and workover activity by drilling contractors, independent oil exploration firms, and oil majors.
  3. Distribution Services. This segment provides maintenance, repair, and operating supplies to production locations.  NOV has over 200 distribution service centers worldwide and stocks a large line of consumable components.  The NOV “RigStore” concept locates facilities on offshore drilling rigs whereby the company provides the inventory and permits “just in time” purchases by the customer.  This relieves the customer of carrying larger stocks of inventory on the rig.  70 percent of the segment revenues were in the United States and Canada in 2009.

Due to the importance of the number of drilling rigs as well as the influence of oil and gas prices on drilling activity, we present the exhibit below to illustrate industry trends in recent years (along with data on the oil/gas ratio, unrelated to this article, but a subject we have covered from time to time in the past).

As we can see, exploration companies respond to incentives.  As the price of natural gas and oil increased from 2004 to 2008, rig counts increased.  The collapse in prices in 2009 resulted in a decrease to worldwide rig counts.

Historical Performance and Valuation

The following exhibit shows the past five years of performance and valuation data as reported by Value Line.  When looking at the historical record, please be aware that NOV acquired Grant Prideco on December 16, 2007 in a $7.2 billion cash and stock transaction.

We can see that overall sales per share track the active rig count statistic on a directional basis.  In addition, we can see that overall profitability has been enhanced in recent years as high commodity prices created a rush to drill more active wells giving NOV and other firms in the industry the ability to expand margins.

The following exhibit shows NOV’s revenues, operating profit, and operating margins broken down by reporting segment:

It is apparent that Rig Technology is the most consistent segment in terms of delivering high operating margins and is also the largest segment by revenues and operating profits.  Petroleum services and supplies delivers consistent profitability although operating margins were depressed in 2009.  Distribution services predictably offers the lowest margins.

First quarter 2010 results (click here for 10-Q) show that this pattern is basically intact with operating margins for Rig Technology, Petroleum Service & Supplies, and Distribution services at 30.8%, 12.2%, and 3.3% respectively. Overall first quarter revenues were $3,032 million in 2010 which is a decline of 12.9 percent compared to the first quarter of 2009.  Operating profits for Q1 2010 came in at $637 million, down 11.5 percent from Q1 2009.

Geographic Distribution

The following exhibit shows the distribution of sales by geographic location for the past five years.  The United States only accounts for 27 percent of worldwide sales for 2009.  As recently as 2006, sales in the United States were in excess of fifty percent of revenues.

The chart below shows sales by geography broken down for 2009.

Impact of Regulatory Changes

The degree of geographical diversification at NOV provides some comfort against the risk that any one country’s regulatory changes will have an outsize influence on overall results.  However, obviously the United States is a large market and other countries, particularly developed countries, may adopt risk averse policies going forward toward deepwater exploration.

From a regulatory perspective, the clear risk is that new policies will slow or stop deepwater exploration by NOV’s customer base which will have a corresponding effect on demand for the company’s products.  A lesser regulatory risk may involve mandated changes to parts (blowout prevents are an obvious example) that companies such as NOV will have to implement.  While it is likely that any increase in cost will be passed on to the customer, the dynamics of unknown regulatory changes to NOV’s products and the impact on margins cannot be determined.

Backlog Characteristics

As noted previously, NOV’s Rig Technology segment has a significant backlog of orders based on the long planning cycle for new oil exploration.  The company’s backlog grew from $0.9 billion at March 31, 2005 to $11.8 billion at September 30, 2008, but has fallen to $5.4 billion on March 31, 2010.  Most notably, the land rig backlog comprises 13 percent while the offshore backlog comprises 87 percent of total orders as of March 31, 2010.  In general, customers cannot cancel projects for “convenience” and provide substantial down payments.  Only 3.6 percent of the starting backlog balance on September 30, 2008 has been cancelled to date.  Nevertheless, it is obvious that any extended moratorium on deepwater drilling will have a negative impact on NOV’s backlog.

One important point to note regarding the backlog is that 91 percent of the total backlog is related to equipment destined for international markets.  Thus, even though 87 percent of NOV’s backlog is related to offshore projects, the vast majority are for projects outside the jurisdiction of the United States.  As noted previously, other countries may very well adopt a moratorium on deepwater activity as well, so the heavy international bias of the backlog may not offer as much protection as envisioned.

A final point regarding the backlog is that a significant number of jackup rigs (those operating in shallow water) are very old.  According to NOV’s latest 10-Q, 71 percent of the installed base of jackup rigs are more than 25 years old.  Since the moratorium has no impact on jackup rigs operating in shallow waters, this source of business should be unaffected by a deepwater drilling moratorium.

Conclusion

National Oilwell Varco closed on Friday, May 28 at 38.13.  The shares have fallen in sympathy with the overall sector over the past five weeks and traded above $46 as recently as April 26.  The shares are currently trading at under ten times likely earnings for 2010.  The company clearly has enjoyed healthy profit margins over the past five years and while margins and profitability were down due to lower commodity prices in 2009, overall results held up quite well.

The international diversification of NOV’s business and the other factors discussed above seem to indicate that risks specifically related to the Deepwater Horizon disaster should have a muted effect on the company’s future progress.  However, NOV is still exposed to overall commodity prices and industry risks.  If oil and natural gas prices crash to the lows of early 2009, exploration activity is sure to decline significantly and this will be reflected in active rig counts.  This will have a corresponding negative impact on NOV’s results. The most likely scenario for a commodity price crash would be another worldwide recession, perhaps brought about by the current debt crisis in Europe.

In summary, it is not “obvious” that NOV is undervalued at current levels, but it seems reasonable to regard the company’s future fate as  more tied to overall global demand for oil and natural gas and the prices of these commodities rather than to the regulatory risks associated with Deepwater Horizon.  Therefore, future panic associated with Deepwater Horizon may present an opportunity to establish a position in NOV if the shares fall in sympathy with players that are more directly exposed to the disaster.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. Disclosure:  No position in National Oilwell Varco.  Please note that the author is not an expert in the oil supplies and services industry having started research in the field only in the weeks since the Deepwater Horizon incident.  The author owns shares of Contango Oil & Gas, an exploration firm with the majority of operations in shallow Gulf of Mexico waters.

May 30, 2010

Johnson & Johnson’s Current Problems Mask Potential Opportunity

By Ravi Nagarajan

This is the first in a series of articles covering “unpopular” larger companies.  Benjamin Graham believed that such companies may present opportunities for enterprising investors.  We discussed the Graham approach in more detail in a recent article.

JNJ TylenolFew large companies have built up as much brand equity and consumer goodwill as Johnson & Johnson.  The company routinely appears near the top of lists of the most respected American companies and makes products that consumers rely on.  The company’s prompt response to the Tylenol recalls in 1982 made it the subject of numerous case studies on how to properly handle such situations.

Given Johnson & Johnson’s history, allegations of improper behavior related to recent recalls has surprised many investors.  The FDA is considering criminal charges against the company for pursuing a “stealth recall” of Motrin before being pressured into a formal recall in July 2009.

In addition to the recall related trouble, Johnson & Johnson is also exposed to the new health care law’s 2.3 percent revenue tax on medical devices which will go into effect in 2013.  The medical device tax in particular, and health care reform in general, has weighed on the stock price of many companies involved in the industry.  In this article, we will take a brief look at Johnson & Johnson’s history to determine whether there are any rays of sunlight that may break through the stormy clouds currently over the company.

Ten Year History and Current Valuation

A brief look at Johnson & Johnson’s ten year history reveals a company that has consistently delivered growth in earnings per share, dividends, and sales while posting steadily improving margins.  The following table displays selected data found in Value Line’s latest report on Johnson & Johnson (Value Line makes all Dow 30 stocks available free of charge).  Click on the image for a larger view.

What is interesting about Johnson & Johnson is that the market has steadily cut the price to earnings multiple for the stock over the past decade.  This is not unlike the experience of Wal-Mart or Microsoft shareholders over the past decade.  The business has done very well and key metrics keep improving while the stock gets less and less popular over time.

Johnson & Johnson closed at $58.30 on Friday, May 28 which represents a trailing P/E ratio of 12.6.  The forward P/E ratio is slightly under 12 assuming modest earnings growth this year.  With a current dividend of $2.16 per share, Johnson & Johnson provides a 3.7 percent yield.  Over the past decade, dividends have increased at a 13.3 percent annualized rate while the payout ratio has only increased modestly.  With a market capitalization of nearly $161 billion, one would expect growth to slow at some point, and perhaps the market believes that the decline in revenues in 2009 and very modest earnings per share growth means that the slowdown is imminent.

Medical Device Segment

Since we believe that one of the factors depressing the stock price is related to the health care law’s 2.3 percent medical device tax on gross revenues, it is important to dig a bit deeper and look at Johnson & Johnson’s segment information which is reported in annual 10-K reports filed with the SEC.  The tables below show Johnson & Johnson’s revenues, operating profits, and operating margins broken down by segment (click on the image for a larger view):

We can see that medical devices accounts for a significant percentage of Johnson & Johnson’s total revenues (38 percent in 2009) and a greater percentage of operating profits (46 percent in 2009).  In addition, we can see that operating margins are relatively high for medical devices and have been growing higher over time.  In 2009, medical device operating margins were 32.6 percent, the highest of any segment.  Certainly medical devices seem to be an important part of Johnson & Johnson’s business.  The charts that appear below present segment data for 2009 for revenues and operating profits.

Impact of Medical Device Tax

Is it accurate to take the 2.3 percent revenue tax on medical devices and simply multiply it by segment revenues in order to measure the potential impact?  This would not be accurate because the tax only applies to medical devices shipped within the United States.  In addition, the final version of the health care law made the tax deductible for income tax purposes (some versions prior to the final reconciliation process were non-deductible).

The following table shows Johnson & Johnson’s medical device segment revenues broken down by region for the past ten years (click on the chart for a larger view):

We can see international sales have become more important for the medical device segment in recent years and now exceeds the sales volume of domestic shipments.  Less than half of the medical device revenues at Johnson & Johnson would be subject to the tax based on 2009 revenues:

The tax does not take effect immediately, but let us assume that Johnson & Johnson has to pay the 2.3 percent gross revenues tax on the $11,011 million in medical device revenues in 2009.  The tax would amount to approximately $253 million, but we must remember that this figure is deductible for income tax purposes.  Therefore, assuming a 35 percent tax rate, the net tax impact would be approximately $164 million.  With total net profits of $12.9 billion in 2009, the impact of the medical device tax would amount to a reduction of only 1.3 percent of net income.

Assessing the Risks

Let us revisit the two risks to Johnson & Johnson discussed in this article (there are other business risks that an investor may want to consider as well — specifically the risk profile of the pharmaceutical segment which we have not discussed):

  1. Impact of the Recent Recalls. From recent accounts of the recall of Motrin, several troubling allegations have emerged regarding Johnson & Johnson employees taking regrettable actions that could lead to serious trouble with the FDA.  At the very least, the behavior would appear to be totally at odds with the company’s behavior in the 1982 recalls and could certainly reduce consumer confidence in Johnson & Johnson in general and the recalled brands specifically.  It is impossible to predict the outcome but the company is at least making the right statements regarding its commitment to taking corrective action on the recall.  Any direct financial penalty would pale in comparison to the consequences of criminal charges.
  2. Medical Device Tax. The medical device tax on gross revenues has been controversial and will certainly impact Johnson & Johnson.  However, the overall impact to the bottom line seems muted and implementation of the tax will not take effect until 2013.  At the same time, one must note that the medical device segment is the fastest growing and most profitable segment at Johnson & Johnson and general pressures on health care cost inflation could constrain the company’s ability to pursue price increases going forward.  On the other hand, the aging population and having more people covered under the health reform law could increase unit volumes.

The bottom line is that Johnson & Johnson is now a very unpopular large company from Mr. Market’s perspective.  At a PE ratio of approximately 12 and a dividend yield of 3.7 percent, the stock appears to be cheap given the company’s history of growth as well as the current levels of profitability that clearly demonstrate the presence of a powerful moat in all three business segments.  The company’s market capitalization is now at the point where one can reasonably expect growth to slow in the future, but investors are not paying a price that demands much future growth.

What would Benjamin Graham think about Johnson & Johnson’s valuation today?  We obviously cannot be so presumptuous as to make any definitive statement, but the company’s record over the past ten years combined with a very secure and growing dividend that yields in excess of the ten year Treasury note would probably at least spark his interest in the stock as a potential “relatively unpopular large company” worthy of serious consideration.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. Disclosure:  No position in Johnson & Johnson currently but seriously considering a purchase.

Read the Johnson & Johnson company profile published in a recent monthly issue of Portfolio Manager's Review (download FREE excerpt).
Learn more about Portfolio Manager's Review.

May 27, 2010

Apple Leads Microsoft in Market Cap Race

By Ravi Nagarajan

Jobs and GatesApple has overtaken Microsoft to claim the number two spot in the ranking of American companies as measured by market capitalization.  At $222 billion, Apple only trails Exxon Mobil which has a $279 billion market cap.  Microsoft’s market capitalization fell today to $219 billion.  What does this mean and are there any lessons that investors can learn from Apple’s amazing rise over the past decade?

Apple’s Business Success Drove Result

There can be no doubt that Apple’s business success has driven investor enthusiasm and led the market to value the company at a very high level.  When one looks back at Apple’s condition in the late 1990s, few investors at the time would have bet much on the company even existing in 2010 let alone being the second most valuable company by market cap.  The leadership of Steve Jobs in general and the introduction of the iPod and iPhone not only drove Apple’s bottom line results but radically disrupted the hardware, software, music, and telecommunications industries.

Apple’s earnings growth, as we will see in a table later in the article, has been extremely rapid particularly over the past few years as the iPhone gained momentum.  Sales have increased at a rapid clip while net profit margins have expanded.  It is no surprise that investors are excited about future prospects and willing to pay over twenty times 2010 earnings estimates to own the shares (Value Line estimates 2010 earnings at $11.55/share).

Whether a buyer of Apple stock today will be successful in the long run is beyond the  scope of this article, and indeed far beyond the abilities of this author to analyze.  Obviously, based on projecting the past five years of results into the future, nearly any price can be justified today.  However, at some point (which we cannot pretend to know with any certainty), Apple’s growth will slow and investors will suddenly refuse to pay rich multiples of earnings.

Microsoft:  Solid Business Results, Dismal Stock Performance

Microsoft’s story over the past ten years under CEO Steve Ballmer has been one of solid progress in business results and absolutely dismal performance from a stock price perspective.  This can be traced to the fact that investors in the late 1990s and early 2000s were willing to pay very rich multiples of earnings based on Microsoft’s track record up to that point.  Microsoft often traded at multiples of 50 or more during the height of investor euphoria.

Looking at Microsoft’s Value Line data (available free of charge as a Dow 30 member), we can see the rapid earnings growth in the mid to late 1990s that fueled investor enthusiasm and we can also see solid, but slowing growth over the past ten years.  Indeed, the company failed to increase year over year earnings only twice over the past decade.  In addition, a dividend was introduced.  Profit margins declined over the past decade as the company’s business matured and pricing came under pressure (operating system sales for net books are a good example of the pricing headwinds faced in recent years).  Still, at a 24.9 percent net profit margin in 2009, Microsoft clearly remains a great business.

The stock price decline over the past decade is attributed to the fact that investors were willing to pay far less for each dollar of earnings than in the past.  At an average PE ratio of 13.4 in 2009, investors were treating Microsoft as an average company, at best, and possibly as a company that may be in decline going forward.

A table showing key data (all from Value Line) for Apple and Microsoft appears below.

What can we learn from the history of Apple and Microsoft over the past decade?

First, while Apple’s success story is indisputable, it is very difficult to see how a value investor could have justified a purchase of the company’s common stock in the early part of the last decade while insisting on any margin of safety.  The wonderful success Apple has experienced was courtesy of products that hardly anyone could foresee at the time.  Would it have made sense to purchase shares in 2005 or 2006 after the iPod was firmly established and when speculation raged over the iPhone?  Possibly for an investor who firmly believed that the industry was within his circle of competence, but most value investors probably still would have passed.

Second, we can see from Microsoft’s history the dangers of paying a fancy price for a wonderful company based upon expectations that past trends can continue indefinitely.  Despite turning in solid performance over the past ten years from a business perspective, any buyer of Microsoft stock from that era is sitting on losses of fifty percent or more.  It is clear that a value investor would not have purchased Microsoft stock in 1999 or 2000 simply based upon the valuation at the time.  There was no margin of safety.

While this article is not intended to make any statement regarding Apple’s valuation, it would seem prudent for any prospective Apple shareholder to consider Microsoft’s experience over the past ten years and the importance of a margin of safety when making long term investment commitments.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. Disclosures:  No position in Apple or Microsoft.

May 19, 2010

Dean Foods: Got Milk? Got Brand?

By Plan Maestro

Mrs PlanMaestro knows her consumer goods and it was the first person I talked with after the recent appearance of Dean Foods in the 52 week lows lists. While I have not made a decision on this opportunity, I thought that the intricacies of the milk industry were fascinating and managed to convince her to write about them. We have the pleasure to publish her first contribution to this blog … and if you like it please say so to have more

The recent share drop has put Dean Foods (DF) on the spot so I would like to comment on the US dairy industry and provide some perspective on the attractiveness of DF’s business.

In short, the US milk industry is going nowhere. USA per capita milk consumption is among the highest in the world reaching around 70 liters per person. In recent years per capita consumption has remained stagnant in the face of more innovative categories (e.g. functional drinks) which have been gaining share of throat.

While there has been some growth coming from yogurt or soy drinks, none of the dairy industry innovations have been successful increasing the range of consumption occasions or cannibalizing other categories. Unless a radical innovation widens the range of consumption occasions and consumer profile (most probably coming from the large beverages companies, rather than the traditional dairy companies), we can only expect milk industry volume to grow at the same pace as the population growth.

What is really striking in this industry is that private label (PL) penetration has reached 70%. This is a very high number compared to any other beverage category. For obvious reasons, penetration is higher in categories with a larger share of volume sold through supermarkets (which is the case for milk). However, the gap in milk is quite astonishing. PL penetration in water is around 30%, in juices around 20%, and in carbonated drinks under 10%.

Even compared to other groceries, milk remains the category with the largest PL penetration (Cereal ~30%, Mayonnaise ~20), even though volume sold in supermarkets is quite similar for all them (above 80% of volume).

While private label penetration is usually driven by heavy discounts, until very recently milk PL prices were almost in parity to branded products. Most of the PL products are now associated with high quality and as supermarkets extend their reach nationally, they are making such brands available cross nation. On the other side, branded milk has remained mostly regional and unable to differentiate significantly from the PL offer (no single brand holds more that 2% of the industry market share). DF, after a series of acquisitions, has managed to consolidate around 18% of the industry’s market share (47% branded and 53% private label production).

It is uncertain to me how the milk industry in the US commoditized much faster than other categories. My guess it was the compounding result of several factors:

  1. Available raw material and simple process: The US produces around 15% of global milk. It produces more milk than it consumes and has a competitive raw milk market with one of the lowest worldwide producer price. Access to milk and the relatively low investment requirements to pasteurize milk fostered the development of dairy companies.
  2. Fragmented and weak regional brands: The US milk market is a 100% fresh (pasteurized) market, making it difficult for the development of national brands as investments in refrigerated distribution assets for a national brand would be quite high.
  3. Walmart effect: The increased relevance of the supermarkets and their cross dock platforms providing a tempting and efficient refrigerated distribution network for local producers to sell milk nationally.
  4. Isolated in the low value category: cheese, yogurt and other high margin branded dairy products got captured by few national brands with accumulated marketing expenditures and national coverage (Kraft, Danone, General Mills) reducing the milk producers negotiating power vs. supermarkets.

To sum up, this is a mature industry with an unclear growth perspective with a very high level of commoditization (estimated category operating margin of 5%). For Dean Foods to compete successfully in it, requires being able to differentiate its product offer versus Private Label while being able to widen its operating margin. A deeper look into Dean’s strategy will be developed in a following post.

May 10, 2010

Newsweek is for Sale; The Economist and The Week are Not

By Nadav Manham

The Washington Post Company has announced it will sell Newsweek. CEO Donald Graham, who did not go to auctioneer school, said "we don't see a sustained path to profitability for Newsweek." The destruction of Newsweek's profitability, notes the article, is part of a larger trend: TV Guide, Businessweek, and Reader's Digest all met a similar fate.

Meanwhile, the article implies, The Economist and The Week, the latter founded by Felix Dennis (if I remember correctly, it was the only title he kept when he sold off his publishing empire), are profitable, as are popular titles like US Weekly and People. Obvious question: why?

The article gives the standard qualitative answers for the decline of publications like Newsweek: the fragmentation of audiences, the rise of cable and internet news and the speeding up of the news cycle, increasing political polarization, loss of advertising rate base, etc.

My project for myself, however, is to try to answer these questions more quantitatively, the way our BMMT Dream Team would do it. I would construct historical income statements for each of the magazines mentioned, both the failures and the successes, and figure out why specific line items went south and how. The name of the game in evaluating magazines is predicting operating margins (leverage and asset turnover don't mean that much), which means predicting the return on investment of a given investment in expenses. In other words, don't think of income statement expenses as expenses; think of them as capital expenditures, as investments undertaken to produce a return, in the form of revenues. The higher the gap between operating expenses and the revenues they produce, the higher your return on investment.

As always, figuring our the right metrics would be key. My gut feeling is that, for all the talk about dead trees and trucks, printing and distribution costs do not play a huge role in determining which magazines succeed and which ones fail. In fact, I would speculate that the general interest publications--the ones that are failing--pay less per unit to print and distribute because of economies of scale. My sense is that the main cost differentiator is the labor involved in putting the thing together in the first place.

Therefore, my sense is that the relevant metrics for these publications is:

a) circulation revenue per journalist/editor man-hour, and

b) advertising revenue per journalist/editor man-hour.

Figuring out which magazines do well on those two metrics and why is the key to evaluating magazines. Remember, Newsweek is not failing because of lack of revenue: $165.5 million is a lot of money. It's failing because its cost structure is too high for its revenue.

In this framework, a magazine can succeed either by keeping the numerator high or the denominator low. Some educated guesses:

The Week does not gross anywhere near Newsweek's $165.5 million; its subscription price is not high and its advertising pages don't command a premium. But it is so inexpensive to produce that its revenue per man-hour is high enough to produce profitability.

The Economist probably pays its editors and journalists a premium (not a huge one though;  remember they are not allowed to have bylines, so they never acquire brand value of their own. They can't influence policy at their organizations the way, say, Thomas Friedman and Maureen Dowd did when they complained about their op-eds being put behind a paywall), but because of its enviable demographics and its niche audience of business subscribers, those journalists and editors are extremely productive: they combine to produce more revenue per man-hour than any other magazine.

People Magazine and US Weekly are like The Week: they are just extremely cheap to produce relative to the revenue they earn. The labor involved in putting them together is just very productive.

Newsweek is failing because it's stuck in the middle: its subscription price is comparable to that of US Weekly or People, its advertising rates are comparable--but it just costs way more to produce than US Weekly and People. It probably costs about as much per unit to produce as The Economist, but cannot command the same per-unit subscription and advertising revenues as The Economist. Stuck in the middle.

All of this begs two questions:

1) Before the general interest weeklies got stuck in the middle, they were extremely profitable. Why was that? Maybe a topic for another post.

2) Taking Richard Stengel at his word, why has Time Magazine managed to remain profitable even as it's subject to the same forces affecting Newsweek. Maybe there is only enough circulation and ad revenue to go around for one general interest weekly magazine to prosper, and Time is slowly draining it away from Newsweek.

The only problem with my little project is that it's extremely difficult to create an income statement for an individual magazine. The information is very hard to come by. If anyone has any insight into getting this information, please let me know.

The author of this post is Nadav Manham, president of Elera Advisors LLC, an investment advisory company focused on value-oriented manager selection. Mr. Manham is a Manual of Ideas contributor and editor of The Investor's Consigliere.

May 08, 2010

Oracle - Not Your Ordinary Earnings Press Release

As investors, we are accustomed to reading rather formal announcements by companies. That's why we wanted to share a refreshingly different read from Oracle's (ORCL) latest earnings release. In it, CEO Larry Ellison states:

"Every quarter we grab huge chunks of market share from SAP (SAP). SAP’s most recent quarter was the best quarter of their year, only down 15%, while Oracle’s application sales were up 21%. But SAP is well ahead of us in the number of CEOs for this year, announcing their third and fourth, while we only had one."

This is Ellison's light-hearted take on the latest SAP executive reshuffle, which resulted in CEO Leo Apotheker being pushed aside in favor of a co-CEO structure between Bill McDermott and Jim Hagemann Snabe. Perhaps more than anything else, Ellison's comments reveal just how personal the rivalries between top global companies can be. Ellison is the founder and largest shareholder of Oracle with 23% of the company, while SAP co-founder and chairman Hasso Plattner is the largest shareholder of SAP. Both men are in their mid-60s and can look back at hugely successful careers as entrepreneurs. At the same time, they remain motivated to this day to have active leadership roles in their companies. What's more, Ellison won the America's Cup in February, besting his sailing rival (and fellow billionare) Ernesto Bertarelli. Just a month earlier, Ellison closed the $7 billion acquisition of Sun Microsystems, a potentially transformative deal for Oracle. It is nothing short of remarkable at which speed some people move in this world. Ellison is one example. Steve Jobs of Apple (AAPL) is certainly another. From an investors' perspective, however, such larger-than-life leaders may be a mixed blessing. Given the risk that they can abruptly leave for one reason or another, we are left wondering what the impact would be on the company and its future prospects.

Oracle is one of the many companies we will profile in the forthcoming monthly issue of Portfolio Manager's Review. To subscribe to Portfolio Manager's Review, please click here.

Disclosure: No positions.

May 07, 2010

Munger Comments on Potential for Wesco to Become Wholly Owned by Berkshire

By Ravi Nagarajan

Charles T. MungerWesco Financial Corporation held its 2010 annual meeting in Pasadena, California on May 5.  Wesco Financial is a 80.1 percent owned subsidiary of Berkshire Hathaway.  While the Berkshire Hathaway annual meeting attracted approximately 37,000 attendees on May 1, the Wesco meeting is a much lower key event.  The main attraction is the opportunity to listen to Charlie Munger’s views on business, the economy, and a variety of other topics.

Will Wesco Become a Wholly Owned Berkshire Subsidiary?

According to a 8-K SEC report filed today, Mr. Munger had the following to say about the possibility of Berkshire eventually acquiring the remaining 19.9 percent interest in Wesco:

At the Company’s Annual Meeting of Shareholders, the Company’s Chairman and Chief Executive Officer, Charles T. Munger, who is also vice-chairman of Berkshire Hathaway Inc. (“Berkshire”), which owns 80.1% of the Company’s outstanding stock, said that it would be logical for the Company to ultimately become wholly owned by Berkshire. Mr. Munger cautioned, however, that such a combination transaction, to the extent it would involve stock consideration, would only make sense if there was an appropriate relationship between the relative values and prices of Berkshire’s stock and the Company’s stock, and that such a relationship does not currently exist. Mr. Munger did not state any particular time frame for such a transaction. No combination transaction of any kind has been proposed or presented to the Company. The Company’s Board of Directors has not discussed or considered any such transaction and neither has Berkshire’s Board of Directors.

This statement is interesting primarily because it contains a reference to the relative valuation between the common stock prices of Wesco and Berkshire and suggests that the companies are currently trading at different levels relative to intrinsic value.

Valuation of Berkshire vs. Wesco

Reflecting on Mr. Munger’s statement, the desire to have both Berkshire and Wesco trade at similar levels relative to their respective intrinsic values makes perfect sense given the desire of management to treat all parties to the transaction fairly.  To the extent that Berkshire stock is used to compensate Wesco shareholders, each side should receive as much intrinsic value as they are giving up.

Does Mr. Munger’s statement tell us anything regarding his view of whether Berkshire or Wesco currently represents the better bargain at current prices?  Examining the price to book value ratio of each company is admittedly a simplistic and crude approach but nonetheless is interesting to consider.

Both Berkshire and Wesco are expected to file first quarter results tomorrow (May 7), but for now, let us consider December 31, 2009 reported book value.  Berkshire had a book value of $84,487 per Class A share while Wesco had a book value of $358 per share.  On May 5, Berkshire closed at $114,950 and Wesco closed at $369.25.  This gave Berkshire a price/book ratio of 1.36 while Wesco’s price/book ratio was lower at 1.03.

Does this mean that Mr. Munger is saying that Berkshire’s share price is overvalued compared to Wesco?  The answer hinges on the following statement that appeared in Mr. Munger’s 2009 letter to Wesco shareholders (a similar statement has appeared in his past letters as well):

We repeat our standard warning. Business and human quality in place at Wesco continues to be not nearly as good, all factors considered, as that in place at Berkshire Hathaway. Wesco is not an equally-good-but-smaller version of Berkshire Hathaway, better because its small size makes growth easier. Instead, each dollar of book value at Wesco continues plainly to provide much less intrinsic value than a similar dollar of book value at Berkshire Hathaway. Moreover, the quality disparity in book value’s intrinsic merits has, in recent years, continued to widen in favor of Berkshire Hathaway.

In Mr. Munger’s opinion, each dollar of book value at Berkshire is worth far more than each dollar of book value at Wesco.  How much more?  He does not give us a specific figure. However, we do know that the current difference in valuation is not acceptable to consider a stock based transaction in which Wesco would become a wholly owned Berkshire subsidiary.

This brings up the question of whether the price/book value gap would have to widen or narrow in order to make Mr. Munger feel that the appropriate relative value exists.  It is highly doubtful that he believes that the price/book value gap would have to narrow given the strong wording that clearly states that Wesco is much less valuable compared to book value relative to Berkshire.  This would lead one to believe that Mr. Munger thinks that Berkshire is undervalued relative to Wesco, even with Wesco trading not far above book value.

Can We Draw Conclusions Regarding Berkshire’s Valuation?

Taking this a step further, can we draw any conclusions regarding Mr. Munger’s thoughts on Berkshire’s intrinsic value relative to its current quotation?  It would seem that Mr. Munger has to consider Wesco to have an intrinsic value of at least book value or he would be compelled to write down the goodwill component of Wesco’s book value accordingly.  If we are correct in concluding that he believes that Berkshire is undervalued relative to Wesco and that he does not believe Wesco is worth less than book value, it then follows that Berkshire must be undervalued at today’s quotation.

Granted, this intellectual exercise makes a number of assumptions and Mr. Munger did not directly say what his views are regarding either Wesco or Berkshire’s current valuation.  However, it is rare enough to read any comments from Mr. Buffett or Mr. Munger that even peripherally address valuation so some attempt to parse the statement’s meaning seems warranted.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author owns shares of Berkshire Hathaway. No direct ownership of Wesco shares.

Berkshire Hathaway and Markel Annual Meeting Notes

The Inoculated Investor has posted notes from the Berkshire Hathaway and Markel annual meetings.

Direct links to the notes: Berkshire Hathaway; Markel.

April 26, 2010

Berkshire Lobbies Congress on Derivatives Collateral Requirements

By Ravi Nagarajan

Warren BuffettIn a warning that was largely ignored at the time but proven correct in subsequent years, Warren Buffett referred to derivatives as “financial weapons of mass destruction” in his 2002 letter to Berkshire Hathaway shareholders.  Critics of Berkshire’s recent involvement in derivatives often like to point out the superficial inconsistency between Mr. Buffett’s earlier warnings and his willingness to enter into derivatives contracts in recent years.  Today’s Wall Street Journal article regarding Berkshire Hathaway’s lobbying efforts related to the financial regulatory reform bill are already raising charges of hypocrisy. Let’s take a brief look at the facts and how the legislation may impact Berkshire Hathaway.

Background

While Warren Buffett has emphasized the dangers of derivatives on many occasions, he entered into a number of derivatives contracts in recent years to take advantage of what he believed were mispriced terms at the inception of each contract.  The derivatives generally fall into two categories:  Equity puts and credit default swaps on individual companies.  The equity puts are long term contracts that require minimal collateral and are not exercisable until contract expiration.  In a previous article, we provided more details regarding the nature of these contracts in an attempt to clear up persistent misunderstandings regarding the issue.  Mr. Buffett’s latest letter to shareholders provides updated information based on developments in 2009

In addition to the derivatives portfolio managed personally by Mr. Buffett, certain Berkshire subsidiaries such as MidAmerican enter into derivatives contracts for hedging purposes.

Derivatives “Float” and Collateral Requirements

At the end of 2009, Berkshire Hathaway held approximately $6.3 billion of “derivatives float” which represents funds received from counterparties that Berkshire can use for investment purposes.  Berkshire’s counterparties are required to make payments at the inception of contracts. According to Note 12 in Berkshire’s 2009 annual report, very minimal collateral requirements exist and even additional credit downgrades would only require a relatively modest increase in collateral:

With limited exceptions, our equity index put option and credit default contracts contain no collateral posting requirements with respect to changes in either the fair value or intrinsic value of the contracts and/or a downgrade of Berkshire’s credit ratings. Under certain conditions, a few contracts require that we post collateral. As of December 31, 2009, our collateral posting requirement under such contracts was $35 million compared to about $550 million at December 31, 2008. As of December 31, 2009, had Berkshire’s credit ratings (currently AA+ from Standard & Poor’s and Aa2 from Moody’s) been downgraded below either A- by Standard & Poor’s or A3 by Moody’s an additional $1.1 billion would have been required to be posted as collateral.

One additional point that is often missed is that Berkshire continues to own the securities posted as collateral and benefits from any returns earned by the collateral.

It is obvious that Berkshire was able to secure very favorable terms from counterparties regarding collateral requirements precisely because the financial strength of Berkshire has never been seriously questioned.

Berkshire Objects to Retroactive Changes to Collateral Requirements

According to the Wall Street Journal article, Berkshire Hathaway is only objecting to efforts in Congress to retroactively apply new collateral requirements to existing contracts:

The provision, sought by Berkshire and pushed by Nebraska Sen. Ben Nelson in the Senate Agriculture Committee, would largely exempt existing derivatives contracts from the proposed rules. Previously, the legislation could have allowed regulators to require that companies such as Nebraska-based Berkshire put aside large sums to cover potential losses. The change thus would aid Berkshire, which has a $63 billion derivatives portfolio, according to Barclays Capital.

Mr. Buffett’s push is especially notable because he has warned of the potential dangers of derivatives, famously branding them “financial weapons of mass destruction.”

The White House has been trying to kill the Berkshire provision on the grounds that it would weaken the government’s ability to regulate the enormous market for derivatives. Berkshire Hathaway argued that it shouldn’t be made to redo existing contracts and that it is already healthy enough to cover its obligations. The battle over the provision shows how lobbying by businesses and lawmakers to insert just a few words into a complex bill can have a major impact on the country’s biggest companies.

The proposed changes to collateral requirements would have widespread impacts and are not targeted specifically to Berkshire.  The current reports regarding Berkshire’s lobbying indicate that the company is seeking a broad based “fix” to prevent the government from forcing retroactive changes to existing contracts rather than a special exemption only for Berkshire.

Bottom Line Impact

While it is impossible to know exactly what the bottom line impact of the proposed legislation would be for Berkshire Hathaway, it is important to note that any additional collateral that Berkshire is forced to post would continue to be owned by Berkshire and would earn income for the company while it is held.  The ultimate gain or loss from the derivatives position would be unchanged with the main difference being that additional collateral would have to be posted for the duration of the contracts, most of which will remain outstanding for many years.

The more significant impact going forward may be to discourage Berkshire from entering into new derivatives contracts if collateral requirements for new contracts become even more onerous.  A reduction in this type of activity may be inevitable in any case because many Berkshire shareholders may only trust Warren Buffett to personally manage these types of risks.  Whether shareholders would be comfortable with a proprietary derivatives strategy run by Mr. Buffett’s successor is far from clear.

From a valuation perspective, it seems most conservative to consider the $6.2 billion proprietary derivatives float to be in “run off” rather than a permanent source of value.  The derivatives positions will likely produce significant profits for Berkshire over the next several years but renewal of such opportunities seems too uncertain to rely on the proprietary derivatives strategy as a source of ongoing value.  In contrast, Berkshire’s much larger $62 billion of insurance float remains a long standing and enduring source of intrinsic value for the company.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author owns shares of Berkshire Hathaway and is the author of The Rational Walk’s Berkshire Hathaway 2010 Briefing Book which provides more information regarding the company including a brief section regarding the derivatives portfolio.

April 14, 2010

Barclays Capital’s Bearish Forecast for GEICO is Unwarranted

By Ravi Nagarajan

GEICO GeckoBerkshire Hathaway has been attracting more analyst coverage in recent weeks due to the company’s inclusion in the Standard & Poor’s 500 and expanded institutional interest related to factors such as the Burlington Northern Santa Fe acquisition.  Earlier this week, Barclays Capital initiated coverage on Berkshire with a price target of $88 on the Class B shares.  The report makes predictions regarding all aspects of Berkshire’s businesses including forecasts for GEICO’s combined ratio in 2010 and 2011.  The projections specific to GEICO seem excessively negative.

Barclays states the following regarding GEICO’s combined ratio:

GEICO’s combined ratio rose over the past several years reflecting an increasingly competitive auto insurance market.  We expect this result to deteriorate further from 95% in 2009 to 98% in 2010 and 100% in 2011 as loss cost inflation rises. (Page 17)

GEICO has demonstrated a consistent ability to deliver combined ratios well under 100 over the past decade.  We presented the ten year history of GEICO through 2008 in a post in June 2009 and included much more detail regarding performance in our Berkshire Hathaway Briefing Book which includes 2009 data.  While it is true that GEICO’s combined ratio has been rising in recent years, there is no reason to believe that underwriting profitability will disappear by 2011.

One clue regarding early 2010 performance can be found in Progressive’s first quarter results which were released today.  Progressive reported a combined ratio of 90.9 for the first quarter demonstrating continued underwriting profitability.  Over the past decade, there has been a strong correlation between combined ratios at Progressive and GEICO which we also discuss in the Berkshire Hathaway Briefing Book.  While Progressive generated a more favorable combined ratio in 2009 at 91.6 compared to GEICO’s 95.2, there is little reason to believe that GEICO’s combined ratio will rise to 98 in 2010 if Progressive’s Q1 performance is any indication.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.  

Disclosure:  The author owns shares of Berkshire Hathaway. No position in Progressive.

April 10, 2010

Must-Read Annual Letters by Public Company CEOs

Jamie Dimon annual letterWe'll be updating the following list throughout this year's public company annual meeting season:

April 01, 2010

Downside Protection Report Highlights Top Ideas of the Month: Newly Public Insurance Company, Electrical Power Generator

In the just-released monthly issue of Downside Protection Report, editor John Mihaljevic, CFA and The Manual of Ideas research team highlight their latest top two monthly investment ideas. Each stock is judged to have strong downside protection and above-average upside potential.

The first featured idea of the month is a recently public insurance company with a strong niche presence in the attractive agribusiness segment. The company appears grossly mispriced as a result of the recent conversion from a mutual company to a publicly held corporation. Due to the quirky structure of the conversion, investors in the recent IPO not only received a claim on the cash invested in the IPO but also on the company's existing assets and business. This produced an unusual opportunity to buy a well-established, well-run insurer at roughly one-half of tangible book value. Not surprisingly, insiders bought shares in the IPO, and the company has rushed to repurchase stock almost immediately after issuing it in the IPO. The shares are still available in the public market at only a modest premium to the IPO price -- though probably not for long.

The second featured idea is a multi-billion dollar competitive energy company that generates electric power primarily via coal-fired power plants. The shares trade at less than one-half of tangible book value, even without ascribing any value to the company's multi-billion dollar net operating loss carryforwards, which should be available to offset income taxes for several years. The company continues to generate positive free cash flow and has an unlevered balance sheet. The shares trade at 2.4 times estimated 2010 EBITDA and a 15% estimated free cash flow yield.

 

March 31, 2010

Kraft’s Executive Compensation Policies Reward Value Destruction

By Ravi Nagarajan

Irene RosenfeldKraft Foods Inc. released its annual proxy statement yesterday which serves as timely illustration of the faulty logic that compensation committees regularly use when setting executive pay levels.  As we discussed last month, compensation policies can encourage executives to pursue value destroying mergers.  Kraft CEO Irene Rosenfeld earned $26.3 million in total compensation for 2009 with significant components granted due to “exceptional leadership” that resulted in closing the Cadbury acquisition in February.  This is the same “exceptional leadership” that resulted in Warren Buffett taking a rare public stand against the actions of a manager in which Berkshire Hathaway holds minority positions.  Berkshire Hathaway is Kraft’s largest shareholder.

“Exceptional Leadership” Rewarded

The following excerpt from the proxy pertains to Ms. Rosenfeld’s actions related to the Cadbury acquisition that justified payment of the annual incentive bonus at 130 percent of target:

Led the combination of Kraft Foods and Cadbury, which transformed the portfolio into faster growing categories and geographies.  The Committee assessed Ms. Rosenfeld’s leadership in executing on the formal bid for Cadbury in November 2009 and closing this complex deal in early 2010 as exceptional; and The Committee specifically noted her commitment to financial discipline as evidenced by maintaining our investment grade rating, accretion to cash earnings in the second full year, and our current dividend.

Led the divestitures of businesses that continue to transform the portfolio.  Divested the North American frozen pizza business in the first quarter of 2010 for $3.7 billion; and Divested several slow growth small businesses during 2009 that generated approximately $0.04 of incremental EPS.

As for Ms. Rosenfeld’s base pay, the company notes that her salary is “below the size-adjusted median of the Compensation Survey Group”.  Presumably, Kraft’s larger size in 2010 following the Cadbury acquisition will result in the company being placed into a larger peer group that will lead to higher base salary recommendations in the future which would illustrate the incentives managers have to grow the size of a business regardless of returns on incremental capital.

Pizza Business Divestiture

The bonus justification associated with the divestiture of the pizza business is particularly disingenuous because the claim that the sale raised $3.7 billion completely ignores the tax inefficiencies that Warren Buffett discussed in a CNBC Interview in January:

I feel poorer. (Laughs.) Kraft, in my judgment, well just in the past two weeks there’s been two things that caused me to feel poorer. They sold a very fine pizza business and they said they got 3.7 billion for it. But, because it had practically no tax basis, they really got about 2.5 billion. They sold a business for 2.5 billion that Nestle is willing to pay 3.7 billion. Now can Nestle run it that much better than Kraft? I doubt it. But that business that was sold for 2.5 billion earned 280 million pre-tax last year. But they sold that at less, right around nine times pre-tax earnings in terms of their own figure.

Now they mentioned paying 13 times EBITDA for Cadbury, but they’re paying more than that. For one thing, EBITDA is not the same as earnings. Depreciation is a very real expense. But on top of that, they’ve got a billion-three they’re going to spend of various rearrangements of Cadbury. They’ve got 390 million dollars of deal expenses. They are using their own stock, 260 million shares or something like that, that their own directors say is significantly undervalued. And when they calculate that 13, they’re calculating Kraft at market price, not at what their own directors think the stock is worth. So, the actual multiple, if you look at the value of the Kraft stock, is more like 16 or 17 and they sold earnings at nine times. So, it’s hard to get rich doing that.

It appears that Kraft’s Board of Directors is content to embed misleading information regarding divestitures in the proxy statement in an attempt to justify a very rich pay package for a CEO who presided over significant value destruction leading the company’s largest shareholder to “feel poorer” as a result.  However, one can hardly blame Ms. Rosenfeld for her actions.  She knew that the executive compensation policies would reward this type of action and was only acting according to the incentives that the Board provided.

If shareholders of Kraft are looking for those to blame for the value destruction, they should note the members of the compensation committee at Kraft and vote their proxies accordingly:

The compensation committee members during 2009 were Ajaypal S. Banga, Myra M. Hart, Lois D. Juliber, Mark D. Ketchum, and Deborah C. Wright.

Alternatively, shareholder can vote with their feet by selling their shares.  If the company’s largest shareholder cannot prompt common sense corporate governance, it is doubtful that smaller shareholders could achieve better results.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author owns shares of Berkshire Hathaway which owns approximately 8 percent of Kraft common stock.

March 30, 2010

New European Value Report Reveals Top Two Monthly Ideas

A new European Value Report was released this morning. The report features the top two monthly investment ideas, as selected by The Manual of Ideas equity research team in Europe.

The first company owns the largest coal-fired power plant in the U.K., which is responsible for meeting 7% of the U.K.’s electricity needs. With a strong balance sheet and cash generative operations, the company has staying power. The report estimates fair value at £7 per share (midpoint of valuation range), compared to a recent market price of £3.81 per share.

The second featured company is a German printing equipment and services provider with a resilient, high-margin services business. While the downside is protected by tangible book support and cash generation from the services business, a recovery in printing press demand could provide strong upside.

March 29, 2010

Munger: Wesco’s CORT and Precision Steel Units “Hammered” in 2009

By Ravi Nagarajan

Wesco FinancialCharlie Munger’s annual letter to shareholders of Wesco Financial Corporation was published last week.  Wesco Financial is a publicly traded company that is 80 percent owned by Berkshire Hathaway.  Charlie Munger is Berkshire Hathaway’s longtime Vice Chairman and also serves as Chairman and President of Wesco Financial.  Mr. Munger’s annual letter does not attract nearly as much attention as Warren Buffett’s letter to Berkshire shareholders (discussed last month) but nonetheless provides notable insights worthy of extended discussion.

Overview

Mr. Munger makes reference to Wesco’s 10-K report which was released in early March and should be reviewed in conjunction with the financial information provided in the letter.  Wesco reported operating income of $54.1 million for 2009 which is down from $77.6 million in the prior year.  While insurance underwriting produced a $7.2 million profit for 2009 compared to a $2.9 million loss in the prior year, investment income dropped to $55.8 million compared to $64.3 million in 2008.

In Wesco’s non-insurance operations, CORT’s business has been “melting away” faster than management can fix it as demonstrated by a $1.4 million loss in 2009 compared to a $15.7 million profit in 2008.  Precision Steel produced a $648,000 loss in 2009 compared to a $842,000 profit in 2008 as its business was “pounded by the Great Recession”.  Another factor leading to lower reported results for 2009 was a $6.2 million after-tax write down of the carrying value of a condominium development that was completed on land adjacent to Wesco’s headquarters in Pasadena.

Insurance

Wesco engages in the reinsurance business through its Wes-FIC subsidiary and provides various types of insurance coverage to the banking industry through its Kansas Bankers subsidiary.

Since the beginning of 2008, Wes-FIC’s business has been dominated by Wesco’s participation in Berkshire Hathaway’s reinsurance contract with Swiss Re.  Wes-FIC has assumed 10 percent of Berkshire’s 20 percent quota-share reinsurance of Swiss Re which means that Wes-FIC has assumed 2 percent of essentially all of Swiss Re’s property-casualty risks incepting over the five year period starting on January 1, 2008.  This business accounted for the vast majority of earned premiums in 2009 and generated $10.4 million in underwriting profits.  In addition to Wes-FIC’s participation in the Swiss Re contract, the business is exposed to various risks associated with the aviation industry.

Kansas Bankers Surety Company is engaged in providing various types of insurance coverage to the banking industry.  As we discussed last year, Kansas Bankers made a decision to exit the deposit guarantee bond business and this process continued in 2009.  As a result of shrinking the deposit guarantee bond business, Kansas Bankers experienced a significant decline in earned premiums and posted a $3.2 million underwriting loss for the year.  Mr. Munger reports that the aggregate face value of outstanding deposit guarantee bonds has declined to $33 million insuring ten institutions which is down sharply from $9.7 billion insuring 1,671 institutions when the exit from this line of business commenced in 2008.

We continue to note that management’s actions have demonstrated an unusual level of underwriting discipline by rejecting risks that are perceived as inadequately priced even at the expense of a painful reduction in premium volume and near term underwriting losses as overhead expenses failed to shrink in line with earned premiums.  This is the type of underwriting discipline that we discuss extensively in our 2010 Berkshire Hathaway Briefing Book and has led to sustained levels of underwriting profitability at National Indemnity and other Berkshire insurance operations over very long periods of time.  There are few businesses that are willing to voluntarily shrink in the short run in order to preserve capital required for opportunities in the future which is one reason many insurers fail to achieve underwriting profits in the long run.

CORT Gets “Hammered”

Mr. Munger pulls no punches when discussing the poor performance at CORT which posted a $1.4 million loss in 2009 compared to a $15.7 million profit in 2008.  While CORT’s revenues only declined to $380 million in 2009 compared to $410 million in 2008, the revenue decline was much more severe when one excludes the impact of acquisitions.  On a “core revenues” basis, CORT experienced nearly a 20 percent decline in 2009.  Mr. Munger expects “disappointing profits” for 2009:

Under Wesco’s ownership, CORT has continuously undertaken to improve its competitive position. With several websites, principally, www.cort.com and www.apartmentsearch. com, professionals in more than 80 domestic metropolitan markets, affiliates servicing more than 50 countries, almost twenty-one thousand apartment communities referring their tenants to CORT, many ancillary services, and its entrée to the business community as a Berkshire Hathaway company, CORT is better positioned than previously to benefit from an economic turnaround if it occurs in due course. Near term, we expect more of the difficult business conditions of the recent past, but we do not expect another operating loss at CORT in 2010. Instead, we expect disappointing profits.

Precision Steel Gets “Pounded”

Precision Steel experienced a significant decline in revenues with $38.4 million for 2009 compared to $60.9 million for 2008.  In terms of pounds sold, Precision Steel is only shipping half the annual volume compared to the number of pounds shipped thirty years ago when the company was acquired by Wesco.  The main factor responsible for this downturn is that Precision Steel’s traditional customers have been moving production outside the United States and management has been unable to compensate for these competitive losses as well as for the impact of the recession:

Apart from the recessionary-caused weakness, the general and ongoing decline in Precision Steel’s physical volume is a serious reverse, not likely to disappear in some “bounce back” effect once the economy recovers.

Straight Talk

Although Mr. Munger’s letter cannot be characterized as upbeat, it is notably more positive than last year’s letter when he referred to the economy as being in the midst of “the worst economic disaster since the Great Depression.”  But at a more general level, it is hard to not appreciate Mr. Munger’s willingness to deliver bad news to shareholders in a direct and candid way.  For every CEO who is willing to do this, there are dozens who prefer to invent reasons and explanations that strain credulity and attempt to shift blame to others.  For another example of a straight forward document that delivers the required information in a candid manner, please read Wesco Financial’s 2010 Proxy Statement which was also released late last week.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author does not directly own shares of Wesco Financial.  The author owns shares of Berkshire Hathaway, 80 percent owner of Wesco, and is the author of The Rational Walk’s Berkshire Hathaway 2010 Briefing Book which provides a detailed analysis of the company along with estimates of intrinsic value.

March 27, 2010

Darrah's Investment Thesis for Tetragon Financial Group (Euronext Amsterdam: TFG) (OTC: TGONF)

By Matt Darrah

tetragon financial group logoMy recommendation to buy Tetragon does not follow my typical tenet of buying good companies with management teams who are wise capital allocators at a cheap price, but due to the attractiveness of the Company’s valuation, I believe it represents an attractive investment opportunity.

  • Extremely Attractive Valuation: (1) stock price implies a 51% discount to the Company’s fair value based on reasonable assumptions; (2) trades at 3.3x FCF or a 31% FCF yield
  • Relatively Strong Portfolio Performance in a Horrible Market for Lenders: (1) loan default rate of 6.5% compared to 9.6% for the overall market; (2) 32% of CLOs failing Junior Par Coverage Tests compared to 38% for the overall market; (3) 12.0% of loans rated CCC+ or below compared to 16.5% for the overall market
  • Market Seems to Be Punishing the Stock for an Out of Market Fee Arrangement the Company made with its Investment Manager at the Time of its IPO: (1) while I also don’t like the fee arrangement, Management clearly disclosed the arrangement to shareholders, and I believe I can adequately predict its impact on cash flows; (2) future shareholders unlikely to be harmed from fee structure

Tetragon Stock Price Since IPO (April 2007)

tetragon financial stock price chart

Source: BigCharts.com.

Company Overview

Tetragon Financial Group Limited (“Tetragon”, “Company”, or “TFG”) is an investment company that was publicly listed on the Amsterdam Stock Exchange in 2007 (Euronext Amsterdam: TFG) (OTC: TGONF). The management team formed TFG to invest in the equity tranches of collateralized loan obligations (“CLOs”).

CLOs borrow money and raise equity, and then use those funds to purchase bank loans. The CLO then uses the interest it earns on those bank loans to pay the interest its own debt, and whatever cash flow is left is sent to the equity holders. Basically, CLOs mimic banks, but instead of using
depositors’ capital to buy and originate loans, CLOs borrow money from investors. Typically, a CLO will borrow in multiple “tranches” of debt. The CLO is required to pay back the senior debt tranches first, and these tranches have more rights that protect them from losing money, which come at the expense of more junior tranches and the equity holders. Investors who want to avoid losses and are willing to accept lower rates of return buy the senior most debt tranches. Junior tranches and the equity holders take on more risk, but enjoy higher returns. A sample CLO structure is shown below.

Sample Collateralized Loan Obligation (CLO) Structure

sample clo structure 

Source: Matt Darrah's investment newsletter, March 25, 2010.

When the loans that the CLO holds perform according to plan, the assets generate enough cash flow to pay the required interest on the CLO’s debt (senior, mezzanine, and subordinated notes) with the remaining cash flow being distributed to the equity holders.

As I said before, investors buying the senior tranches of debt first and foremost want their principal to be safe, and require that various tests are met to protect their cash flows when the loans do not generate the amount of cash flow planned. Two basic tests protect investors in these senior tranches: the overcollateralization test (O/C) and the interest proceeds (I/C) test. The O/C test measures the par value of leveraged loans to liabilities, but deducts certain assets from being used for the purposes of the test. Types of excluded assets primarily include loans that are rated below a certain level by S&P and/or Moody’s. The I/C test evaluates available interest received from the CLO’s assets to make interest payments on the debt issued by the CLO. CLOs are typically designed to first violate the O/C test during times of distress.

When a CLO violates one of these tests, it begins to “trap cash”. Trapping cash means that the CLO stops distributing any cash to the equity and/or other junior debt tranches and begins to pay down senior notes on an accelerated basis. Paying down debt helps bring the CLO back into compliance, as lower debt levels mean that both ratios will improve as the qualified assets in the CLO will have to cover less debt, and there will be less interest burden on the CLO.

During the recent credit crisis, many CLOs violated these tests and thus began trapping cash. Investors who held the equity tranches of these CLOs stopped receiving payments as a result. In response, many of these investors began to trying to fire sell the CLO equity tranches, resulting in lower market prices for such assets.

TFG only invests in the equity tranches of CLOs, and thus has been severely impacted by the credit crisis.

However, TFG has performed better than many of its peers in terms of several key metrics including: (i) Loan Default Rates (% of loans that are not in compliance with their loan agreements), (ii) CLOs tripping an O/C or I/C test, and (ii) % of loans rated at CCC+ or lower by the rating agencies. This strong performance results from management’s selection of seasoned CLO managers who were able to better weather the financial crisis.

Tetragon Portfolio Outperformance vs. Market on Key Metrics

tetragon financial portfolio credit metrics 

Source: Matt Darrah's investment newsletter, March 25, 2010.

Valuation

Asset-Based Valuation

As of February 28th 2010, TFG held 68 CLO investments that management valued at $707MM. Additionally, the Company held $163MM of cash. Adding the CLOs and the cash together and subtracting out TFG’s $13MM of liabilities results in a total value of $857MM or $6.91 per share.

Four major assumptions determine the value of a CLO: (i) default rate, (ii) recovery rate (% of par that the CLO will receive in final satisfaction of the claims on a defaulted loan), (iii) prepayment rate (% of loans repaid each year), (iv) reinvestment price (% of par the CLO is able to invest money it receives from prepayments), and (v) the discount rate used to value the cash flows resulting from assumptions (i) – (iv).

In my opinion, TFG uses appropriate assumptions to value the portfolio. Below is a summary of these assumptions.

Portfolio Valuation Assumptions Used by Tetragon

tetragon financial group valuation 

Source: Matt Darrah's investment newsletter, March 25, 2010.

The 6.4% default rate approximates the Company’s current default rate, and assumes that will continue for two years. I believe this is unlikely unless there is a severe double dip recession. The default rate averages 2.4% for levered loans, so 2.1% appears to be an adequate assumption after 2011 given the draconian 6.4% assumption in 2011.

In 2009, recovery rates averaged ~40%, compared to the Company’s 55% assumption for 2010 and 2011. I would expect recovery rates to increase more towards their 75% historical levels as the economy improves, and thus I think assuming 55% for 2010 may be too aggressive, but is offset by the fact that recovery rates will likely be higher in 2011. The 71% recovery rate in 2012 and beyond seems reasonable given the historical 75% recovery rate.

Prepayment rates currently average 14.3%, compared to the assumed 7.5%. A higher prepayment rate results in a higher valuation, as TFG is able to buy loans at today’s attractive prices. Prepayments averaged 40% from 1997 – 2009 versus 20% assumed in TFG’s model after 2011. I expect that the 20% prepayment rate can be achieved, as the high yield markets were not available to issuers during part of 2009, and thus the 2009 prepayment rates are understated. Note that many companies issued high yield bonds to repay their bank loans during 2009.

TFG’s assumed reinvestment rate of 87% in ’10 & ’11 seems a little aggressive, but based on conversations with management, I believe that the lower value resulting from reinvesting at current market prices is offset by the higher current prepayment rates discussed above.

Further, the management team is essentially discounting these cash flows at 30% with a special balance sheet reserve called an Accelerated Loss Reserve (“ALR”). I believe a 30% discount rate represents an appropriate required return on risky CLO equity tranches. However, note the market values the Company’s holding at 51% of the value determined by this model, which means the market is implying a much larger discount rate than 30%. Such a large discount rate gives me comfort that even if the assumptions described above are not met, my investment will not be impaired.

Note that while management chooses the assumptions to place in the valuation models, they must use standardized models produced by Wall Street Analytics to value each CLO investment owned, so management cannot manipulate the model beyond the assumptions they place in the model. KPMG audits the valuation and State Street, the fund’s administrator, reviews the valuations too.

Cash Flow Based Valuation

Despite the fact that 42% of TFG’s CLO investments trapped cash at the worst points of 2009, the Company’s investments still generated $109MM of cash net investment income in 2009. This level of cash flow implies that TFG trades at 3.3x 2009 cash flow.

Summary of Cash Flow-Based Valuation Analysis

tetragon cash flow valuation 

Source: Matt Darrah's investment newsletter, March 25, 2010.

Bear in mind that the Company has experienced a number of the CLOs that were trapping cash earlier in 2009 start to distribute cash to equity holders again. I believe that this trend will continue as the CLOs repay senior debt tranches to bring themselves back in compliance, and thus the normalized cash flow of this business is likely much higher than 2009 levels.

Positive Trend among Cash-Trapping CLOs

tetragon clo 

Source: Matt Darrah's investment newsletter, March 25, 2010.

Further, TFG will redeploy repaid loans at much higher interest rates given the current favorable market environment for investing in loans. Note that CLOs get to keep their historically low interest rates on debt tranches that were negotiated in 2007, which is very attractive to the equity holders.

Key Risks

A couple key risks could undermine my investment thesis. I believe they are primarily mitigated by the low valuation outlined above, but I will list other mitigating factors too.

Mark to Model Valuation

TFG uses a model based valuation technique that I cannot independently verify. However, I gain comfort that I am buying these assets at 51% of purported fair market value and 3.3x cash flow (note that the level of cash flow gives me some comfort that the assets are fairly valued).

Management Incentives Not Aligned with Long-Term Shareholders

A third-party asset management company, Polygon Credit, makes investing decisions for TFG, and receives a 1.5% base management fee on assets under management, and 25% of the fair value increase above a nominal hurdle rate each quarter. Unfortunately, the management agreement does not contain a “high water mark” clause. The lack of this clause means that despite the fact that TFG’s assets have been tremendously written down, the Polygon Credit will still able to collect a performance fee when fair market value goes up in a single quarter. To give you an example of how this could be used to harm shareholders, Polygon could write down the assets to $1 by using very draconian assumptions about default, recovery, prepayment, and reinvestment rates, and then collect 25% of any valued it received above $1. Moreover, Polygon could simply continue this revaluation every other quarter to continual pick the shareholders’ pocket.

While I believe that the fee arrangement is outrageous, I don’t believe management is performing such tricks, nor do I believe that they will due to the oversight from their auditors and the lack of a historical tendency to do so. When few buyers existed for CLO equity in Q1 2009, TFG could have easily written the portfolio down to $150MM - $300MM based on the few comparable transactions completed in the market. Instead, the Company recorded the assets at $615MM, which seems much more realistic based on trailing cash flows received by the portfolio.

Further, this conflict does reduce the likelihood that management is inflating its mark to model valuations.

Potential Catalysts

Share buybacks and Dividends

TFG has been buying back shares below asset value at a rate of ~500k shares per month. Since TFG buys the shares below asset value, the purchases enhance the stock’s value. The Company recently declared a $0.03 per share dividend for Q1 2010, which implies an annualized dividend
yield of ~3%.

Recent Acquisitions

TFG recently purchased CLO equity assets with a $39MM cost basis and a strong manager of $2.5Bn of CLO assets for only $3MM. Acquiring assets at these attractive prices appears very accretive, but perhaps more importantly, the acquisition adds a CLO manager to TFG’s cash flow stream. Asset managers are much more stable generators of cash flow, as they collect fees on assets under management instead of being exposed to the volatility of asset values. Given that the Company
owns the majority of the equity in many of its CLO investments, I wouldn’t be surprised if TFG begins replacing underperforming CLO managers with its newly acquired one (who according to management is one of its top CLO managers in terms of performance through the credit crisis), which could provide a new, robust stream of steady cash flows.

The author of this article is Matt Darrah, Chief Investment Officer of MD Capital Management and contributor to The Manual of Ideas. Matt describes his background as follows: "I have been investing since 1998 (age 16) when I saved nearly all my money from working on my winter break from high school, and invested it according to the value investing principles I had read about in Warren Buffett’s shareholder letters and books about value investing. After high school, I attended Southern Methodist University (SMU) in Dallas, Texas, where I graduated summa cum laude with a degree in finance. Post graduation, I worked in investment banking for two years (helping companies raise financing, buy other businesses or sell their businesses) before joining a private equity and debt investment firm, where I have worked for three years. My investing philosophy has been developed through my (i) insatiable reading of books written by and about prominent value investors and their investment philosophy, (ii) 11 years of public market investment experience and (iii) three years of private equity experience, where I have invested and/or manage over $625MM of investments in 6 companies."

The author has a long position in Tetragon Financial. This article is not a solicitation to buy or sell securities. This article may have been lightly edited for publication on The Ideas Report For Serious Investors. For full terms of use of this website, visit http://manualofideas.com/terms.html

Examining Middleburg Financial: David Sokol’s Favorite Bank?

By Ravi Nagarajan

Middleburg BankMiddleburg Financial Corporation is a small bank holding company with primary operations in the western suburbs of Washington D.C.  The bank’s headquarters are in Middleburg, Virginia. Over the past two years, David Sokol has accumulated nearly twenty percent of the bank’s outstanding shares in his personal accounts.  Mr. Sokol is Chairman of MidAmerican Energy Holdings and Chairman and CEO of NetJets, both of which are subsidiaries of Berkshire Hathaway.  Since Mr. Sokol is often mentioned as a potential future CEO of Berkshire Hathaway and would be responsible for allocation of capital, we found it interesting to learn of his significant personal investment in Middleburg Financial and decided to take a closer look.

Middleburg:  The Heart of Virginia Hunt Country

Middleburg is located at the southern edge of Loudoun County, one of the most affluent counties in the United States in terms of median household incomes.  Middleburg Bank’s main market is on the outer periphery of the Washington metropolitan area in the heart of Virginia’s Hunt Country.  Based on personal observations, this is a region characterized by idyllic rural settings mixed with the advance of suburban sprawl during the housing boom.  The region has not been spared the impact of the housing crash but recent trends indicate overall stabilization.  The area has the advantage of being within commuting distance of the Washington job market which has benefited from the growth of the Federal government.

Brief Profile

Middleburg Bank has offered banking products and services to the surrounding area since it was founded in 1924.  The bank operates seven full service financial centers and two limited service facilities.  The bank serves Loudoun, Fairfax, and Fauquier counties and has plans to add a full service financial center in neighboring Prince William County later this year.  Middleburg Bank owns a 57 percent interest in Southern Trust Mortgage, a regional mortgage lender headquartered in Virginia Beach.  Starting in 2008, Middleburg Bank consolidated the operations of Southern Trust in the bank’s financial statements.

Middleburg Investment Group is a non-bank holding company subsidiary which primarily operates in the Richmond, Virginia area under its Middleburg Trust subsidiary.  Middleburg Trust offers investment and wealth management services as well as fee based investment management services for clients.

Financial History

The ten year financial history of Middleburg Financial shows a steady record characterized by attractive returns on equity and assets until 2006.  Starting in 2007, the company ran into trouble and key metrics deteriorated significantly.  The company had to take a $5 million goodwill impairment on its investment in Southern Trust Mortgage during 2007.  During 2008 and 2009, provisions for loan losses increased compared to prior years.  While the bank remained profitable, return on equity declined to the 3 to 4 percent range from low teen levels that prevailed from 2004 to 2006.  A summary of key statistics for the past ten years appears below (click on the image for a larger view):

In January 2009, the company agreed to accept $22 million in TARP funds through an issue of preferred stock.  In December 2009, the company redeemed the preferred stock although the Federal government still holds warrants to purchase 104,101 common shares at a price of $15.85 per share.  So far, the story regarding TARP is probably similar to many other  small banks in the United States.  However, the manner in which the company raised funds to repay the TARP money is where the story gets interesting.

Sokol’s Investments in Middleburg Financial

From our review of S.E.C. filings, David Sokol first reported a position in Middleburg Financial on November 20, 2008 when he reported ownership of 227,000 shares.  On March 31, 2009, Mr. Sokol entered into an agreement with the company to invest $5 million to acquire 454,545 shares at a price of $11 per share.  Between March 31 and June 2, Mr. Sokol increased his ownership again.  This was followed by market purchases in July and early August.  On February 24, 2010, Mr. Sokol purchased an additional 400,000 shares at $12.75 per share.  He now owns 1,375,792 shares, or approximately 19.9 percent of the common stock.

The table below shows a listing of Mr. Sokol’s activities in Middleburg Financial in recent months:

Mr. Sokol is the largest shareholder by far and owns a stake worth approximately $19.3 million based on today’s closing stock price.  In addition to the $5 million raised from Mr. Sokol in March 2009, the bank also issued additional shares in August 2009 resulting in net proceeds of $19.3 million.  These funds were used to repay the TARP funds in December 2009.

What Drove Sokol’s Decision?

There appear to be no records of any public comment by Mr. Sokol regarding his ownership of the company so some element of speculation is required to determine why he became interested in the company.  From a review of the financial statements and through compiling a ten year history, it seems clear that Middleburg Financial enjoyed a strong franchise during the early part of the last decade in which traditional metrics used to value a bank (such as return on assets and return on equity) were very favorable.  The bank was able to grow deposits at a satisfactory rate and maintained solid net interest margins.  For parts of this timeframe, the bank’s common stock traded well in excess of two times book value.

Community banks like Middleburg did not take many of the risks that ended up sinking larger banks.  We can see that the bank has experienced higher loss provisions but has maintained profitability and, after the equity raises, has capital ratios that are far in excess of regulatory standards.  The cost has been significant dilution particularly over the past year.

There does not appear to be any near term catalyst to return the bank to peak profitability.  In the latest 10-K report for the year ending December 31, 2009, management indicates that net interest margins will likely contract in 2010 and it appears that expansion will prevent net non-interest expense from declining.  One positive factor will be the retirement of the preferred stock which depressed net income available to common shareholders during 2009.

In the long run, if the bank can return to a 10% return on equity, it could earn $10 million, or $1.45 per share.  This could result in a stock price of $15 to $20 depending on the multiple that is used.  However, scenarios in which earnings per share approach this level appear to be at least a couple of years away.  On a more favorable note, at a recent price near $14, Middleburg Financial trades only slightly above tangible book value and far below the typical multiples of book value that prevailed during the last decade.

What led to Mr. Sokol’s decision to personally invest such a substantial sum in this bank?  Obviously, we cannot know for sure but a few observations are quite interesting:

  1. At the time of his $5 million investment on March 31, 2009, stock markets were at very depressed levels and it would have been possible to purchase any number of other securities at low prices.  For example, an investor could have purchased Wells Fargo at around $14.
  2. Berkshire Hathaway was trading around $87,000.  Presumably investing in Berkshire was an alternative.
  3. The S&P 500 traded around 800.
  4. It is doubtful that an investment of this magnitude in a small illiquid bank would be intended either for a short term investment or in anticipation of a small gain.  The nature of the investment and the level of risk assumed would indicate that high expectations for long term returns existed.

All of these factors lead us to believe that there are forces at work within Middleburg Financial that could result in significant long term value creation that will eventually be reflected in the common stock price.  Watching this situation play out over the next few years will be interesting in terms of trying to gain insight into the capital allocation decisions of a potential future CEO at Berkshire Hathaway.

For a spreadsheet with data on Middleburg Financial along with links to S.E.C. filings, please click on this link.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author does not own shares of Middleburg Financial.

March 20, 2010

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March 17, 2010

A Response to S. Raj Rajagopal’s Short Case for Berkshire Hathaway

By Ravi Nagarajan

In a guest post yesterday on the excellent Greenbackd blog, S. Raj Rajagopal made a case for shorting Berkshire Hathaway and followed up later with more details regarding valuation.  Mr. Rajagopal is an MBA student at Cornell and has work experience in the investment field.  It takes a great deal of courage to make a public case for shorting Berkshire given the company’s long history and loyal shareholder base.  We often discuss  psychological tendencies that harm investors and one such tendency is to dismiss opposing points of view without critical examination.  Mr. Rajagopal’s case deserves such examination before rendering a judgment.

“Adoration is not an investment strategy”

Mr. Rajagopal bases much of his initial post not on quantitative evidence but on the premise that adoration for Warren Buffett is not an investment strategy.  On this point he is clearly correct.  It makes no sense to simply purchase Berkshire Hathaway because of Warren Buffett’s track record.  Obviously some buyers of Berkshire stock make their decision purely based on Mr. Buffett’s track record.  However, any sophisticated investor understands that you do not purchase a security simply based on folksiness or admiration for a grandfatherly character. If Mr. Rajagopal intended his short case to be read by professionals, he begins with an obvious straw man argument.

Bailout Obsession

Having presented this initial warning against backward looking thinking, it is ironic that much of the rest of Mr. Rajagopal’s thesis simply looks at the past in an attempt to forecast the future without providing any substantial quantitative evidence.  For example, several slides in the initial presentation are devoted to Mr. Buffett’s investments in companies that were in financial distress in 2008.  Much is made of Mr. Buffett’s letter to Treasury Secretary Hank Paulson offering to help construct an investment fund partly using $100 million of Mr. Buffett’s own personal fortune outside Berkshire Hathaway.  Of course, Mr. Buffett’s offer was never acted upon by Treasury.

Mr. Rajagopal goes on to lambast Berkshire as a “bailout baby” simply because Berkshire took large positions in companies that were in financial distress and then allegedly manipulated the political process to stack the deck in favor of Berkshire.  Mr. Buffett received numerous phone calls throughout the financial crisis with offers to invest in distressed firms at very attractive prices.  Should he have ignored such opportunities?  How is Mr. Buffett a “welfare queen” (why not a “bailout king”?) based on investments in which Berkshire’s capital was clearly at risk of loss and actually helped provide the votes of confidence that stabilized the system?  None of this is clear from the presentation.

Incorrect Reading of Buffett’s Statement on Berkshire Valuation

Mr. Rajagopal completely fails to interpret Mr. Buffett’s recent statements on Berkshire’s valuation and claims that the “Oracle of Omaha says Berkshire is overvalued now”.  This is obviously not the case.  As we pointed out in January, Mr. Buffett actually stated that Berkshire was undervalued at the time based on its historical relationship to book value and in his latest letter to shareholders, Mr. Buffett explains his rationale regarding using stock for the Burlington acquisition in great detail.  Berkshire’s stock price has advanced since the conclusion of the Burlington acquisition but Mr. Buffett has made no further comments to support Mr. Rajagopal’s claim that he believes the stock to be “overvalued now”.

Derivatives:  Ticking Time Bombs?

Mr. Rajagopal directly calls Mr. Buffett a “hypocrite” for warning about derivatives in 2002 and then investing in derivatives for Berkshire’s account.  It does not appear that Mr. Rajagopal has any grasp of the nature of Berkshire’s derivatives exposure and he offers no substantiation whatsoever for referring to the derivatives as ticking time bombs.  We discussed the misunderstandings related to Berkshire’s derivatives over a year ago and suggest that Mr. Rajagopal review the article or numerous others which explain the nature of these instruments in detail.

Filling Buffett and Munger’s Shoes

Mr. Rajagopal notes that male life expectancy in the United States is 74 years but does not point out that this is life expectancy at birth.  Mr. Buffett is 79 years old and has an actuarial life expectancy of over eight years.  Mr. Munger is 86 years old and has an actuarial life expectancy of over five years.

At the top of his slide he has a subtitle reading:  “David ‘who’ Sokol” in an apparent reference to Mr. Sokol being one of the more frequently cited candidates for CEO at Berkshire.  It is unfortunate that Mr. Rajagopal has decided that Mr. Sokol is unworthy and we would suggest a review of Pleased But Not Satisfied as a good starting point for Mr. Rajagopal to educate himself on one of Mr. Buffett’s potential successors.

Mr. Rajagopal seems to also have issues with the Burlington acquisition which we have discussed here frequently over the past three months.  However, he provides no valuation information and simply comes up with an “inevitable conclusion” that Mr. Buffett is seeking to “protect his franchise with a mammoth acquisition” prior to handing over the reins.  We are also told that “volatility” will increase due to S&P 500 inclusion and the stock split which will cause Berkshire to become a “volatile middle aged and mature stock”.

Seriously Flawed Valuation Model

After facing a barrage of criticism regarding his initial case for shorting Berkshire, Mr. Rajagopal produced a follow up post with his valuation model.  Unfortunately, the valuation only reinforces the impression that Mr. Rajagopal does not understand Berkshire Hathaway.  The following problems were noted in the model:

  1. Earnings per share are used in the valuation model even though reported earnings per share for Berkshire are inadequate for judging progress in intrinsic value on a year to year basis because of the volatility to earnings caused by the timing of capital gains and losses as well as the mark to market requirements for the derivatives book.  In addition, many of Berkshire’s publicly traded holdings have earnings far in excess of paid dividends and Berkshire’s share of such earnings are not reported in Berkshire’s earnings figures.
  2. Projections for earnings per share going forward are based on an average of the past five years in reported earnings growth which is purely backward looking and fails to take into account any of the drivers of reported earnings that have changed in recent years (purchase of high yielding securities such as the Goldman Sachs and GE Preferreds, acquisition of BNSF, etc).
  3. Book Value progress each year is apparently calculated by adding starting year book value to earnings for the year which fails to account for any changes in book value associated with unrealized gains in Berkshire’s portfolio of publicly traded securities.
  4. The model uses a 9% discount rate even though the “notes” section states that an 8% rate will be used.  This has a material long term impact on the valuation.  Neither the 8% or 9% rate is ever justified.
  5. Target ROE is set at 10% “since BRK is so big” which is an inadequate explanation of a key variable used in the valuation.
  6. The model produces prices at a discount to book value but no explanation is provided regarding what element of goodwill is impaired or why Berkshire would trade at a discount to book value which would be unprecedented.
  7. The model mysteriously produces declining valuations for Berkshire after 2016 even though book value continues to grow.  At 2021, we have an absurd calculation of an $84 valuation along with an estimate of $209 of book value leading us to believe that Mr. Rajagopal believes that Berkshire’s price to book value will shrink to 0.40 over the next ten years.

It is difficult to know what to make of Mr. Rajagopal’s short thesis in light of the obvious flaws in both the original presentation and the follow up valuation model.  It took some courage for Mr. Rajagopal to offer a short case for Berkshire but unfortunately he completely failed to justify his thesis.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway and is the author of The Rational Walk’s Berkshire Hathaway 2010 Briefing Book which provides a detailed analysis of the company along with estimates of intrinsic value.

March 13, 2010

Darrah on KHD Humboldt Wedag: Not a Buy Despite Breakup

Last month, we posted Matt Darrah's cautionary thesis on Bunge (BG) and the month before we published his long case for Corporate Executive Board (EXBD). This month, Matt looks at KHD Humboldt Wedag, which recently announced an intention to split into two companies in order to highlight the value of its key assets. You can read the original announcement, dated January 6th, here, and an update, dated March 4th, here. Upon completing his primary research on KHD, Matt decided to take no action on KHD. In the following write-up, Matt explains why he passed on KHD:

KHD Humboldt Wedag logoIntroduction

This month’s recommendation is an example of a company I considered as a potential stock purchase, but ultimately decided not to buy. This stock may represent a compelling investment opportunity for some, but it doesn’t fit with my investment philosophy, so I decided to pass. Note that I do not believe investors should short sell the stock, as it may appreciate in price.

Company Overview

KHD is an industrial plant engineering and equipment supply company for the cement, coal, and minerals processing industries. Their products and services include plant design, equipment design and development, engineering services, and automation services. KHD operates in India, China, Russia, Germany, the Middle East, Australia, South Africa, and the United States.

Valuation

Most investors who like this stock point to its seemingly attractive valuation. KHD is valued at $419MM based on Wednesday’s stock price of $13.93, but the firm had $402MM of net cash as of September 30, 2009 (latest financial statements). Typically, an investor could look at this information, and say that he or she was purchasing KHD for $17MM ($419MM market capitalization less $402MM of cash). However, in this instance that analysis is incorrect.

When buying a stock, an investor should act as if he or she is buying the whole company. KHD has received ~$149MM of customer prepayments for future work. If an investor were buying the whole company, he or she would insist on keeping the cash necessary to complete requested work and not give the cash to the old owners. This business has historically generated ~6% profit margins (94% cost), so it will need almost all of the $149MM to service the business customers have prepaid. Adding that $149MM to the $419MM market capitalization while subtracting the $402MM of cash results in an investor buying the business for $166MM. I believe normalized cash flow is ~$34MM per year, and thus the Company is trading at a 20% FCF yield. Below I will explain why I do not find this free cash flow yield appealing enough to invest in KHD.

Increased Competitive Pressures

KHD plantKDH faces increased competitive pressures from companies with capabilities that it does not currently possess. Companies such as Bechtel or Fluor can manage the entire construction of a cement plant, including the design and equipment supply. Increasingly, cement manufacturers use these companies to act as the primary contractors, relegating companies like KHD to a subcontractor role. Based on my calls to those familiar with the industry, companies like KHD are selected directly by clients only in order to reduce cost. Additionally, as a subcontractor, KHD faces price pressures from the primary contractor, as it does not have the direct client relationship. Despite the seemingly compelling free cash flow yield, this concern over competitive pressures leads me to doubt the long term sustainability of the KHD’s cash flow generating ability.

The author of this article is Matt Darrah, Chief Investment Officer of MD Capital Management and contributor to The Manual of Ideas. Matt describes his background as follows: "I have been investing since 1998 (age 16) when I saved nearly all my money from working on my winter break from high school, and invested it according to the value investing principles I had read about in Warren Buffett’s shareholder letters and books about value investing. After high school, I attended Southern Methodist University (SMU) in Dallas, Texas, where I graduated summa cum laude with a degree in finance. Post graduation, I worked in investment banking for two years (helping companies raise financing, buy other businesses or sell their businesses) before joining a private equity and debt investment firm, where I have worked for three years. My investing philosophy has been developed through my (i) insatiable reading of books written by and about prominent value investors and their investment philosophy, (ii) 11 years of public market investment experience and (iii) three years of private equity experience, where I have invested and/or manage over $625MM of investments in 6 companies."

Neither the author of this article nor any affiliates of The Manual of Ideas have a position in Bunge. This article is not a solicitation to buy or sell securities. This article may have been lightly edited for publication on The Ideas Report For Serious Investors. For full terms of use of this website, visit http://manualofideas.com/terms.html

March 12, 2010

A Closer Look at Berkshire’s Executive Compensation Policy

By Ravi Nagarajan

Buffett Playing  BridgeBerkshire Hathaway’s 2010 Proxy Statement was released yesterday and much attention has been devoted to the low compensation provided to Warren Buffett and Charlie Munger.  Mr. Buffett’s total compensation remained at $175,000 which included $100,000 of salary and $75,000 in director’s fees from the Washington Post.  In addition, the company paid $344,490 for Mr. Buffett’s personal security during 2009.  Mr. Munger’s salary remained at $100,000.  Marc Hamburg, Berkshire’s Chief Financial Officer, received $874,750 in total compensation. The $100,000 salary for Mr. Buffett and Mr. Munger has remained constant for 29 years, during which time inflation has eroded over 60 percent of the purchasing power of a dollar.

Appropriate Alignment of Incentives Today …

According to Berkshire Hathaway’s Owner’s Manual, Mr. Buffett has over 98 percent of his net worth in Berkshire while Mr. Munger’s family has over 80 percent invested in the company.  Both men wish to set an example by ensuring that their fortunes move in lockstep with the results for investors:

Charlie and I cannot promise you results. But we can guarantee that your financial fortunes will move in lockstep with ours for whatever period of time you elect to be our partner. We have no interest in large salaries or options or other means of gaining an “edge” over you. We want to make money only when our partners do and in exactly the same proportion. Moreover, when I do something dumb, I want you to be able to derive some solace from the fact that my financial suffering is proportional to yours.

As a result of this unique management philosophy and heavy ownership interest, it is hard to see how large salaries would do anything to enhance the alignment of incentives between Berkshire management and shareholders.  Mr. Buffett has stated on many occasions that he would happily pay Berkshire in exchange for running the company.  Berkshire shareholders are the big winners in this arrangement.  Mr. Buffett’s salary in 2009 amounted to approximately 11 cents per Class A share.

However, Berkshire’s Policy May Be Flawed …

When a company establishes a policy on executive compensation, the arrangement needs to codify principles that will apply regardless of who holds the top management position.  Policies should not be set up such that they work when applied to unique situations but fail to work in a broader context. Unfortunately, Berkshire’s overall policy on executive compensation may fall into this category.  Here is the policy statement from the proxy:

The Committee has established a policy that: (i) neither the profitability of Berkshire nor the market value of its stock are to be considered in the compensation of any executive officer; and (ii) all compensation paid to executive officers of Berkshire be deductible under Internal Revenue Code Section 162(m). Under the Committee’s compensation policy, Berkshire does not grant stock options to executive officers. The Committee has delegated to Mr. Buffett the responsibility for setting the compensation of Mr. Hamburg, Berkshire’s Senior Vice President/Chief Financial Officer.

Based on the wording of this policy, it seems like it is intended to apply over the long run, which means it will apply to Mr. Buffett’s successor as Chief Executive Officer.  The policy is indicating that the executive officers cannot be paid in a manner that is based on profitability of Berkshire or the market value of the stock.  Accordingly, stock options are not granted to executive officers.

The obvious question is how the Board intends to align the incentives of the next CEO with the interests of shareholders if they will not take into account company profitability or even the long term share price.  What will the overall compensation philosophy look like and what performance metrics will be used to set salary and bonus compensation?  These are legitimate questions that are not adequately answered in the current policy on executive compensation and require clarification.

The next CEO at Berkshire is very likely going to be someone who is motivated by a desire to follow in Mr. Buffett’s footsteps and to continue his legacy.  Money may not be a driving factor since the successor is almost certain to be independently wealthy already.  However, the next CEO is not going to have nearly as much of an ownership interest in Berkshire compared to Mr. Buffett and therefore it is necessary to formalize a compensation system that provides monetary incentives that are aligned with shareholder interests. Furthermore, this should be done while Mr. Buffett is running the company and can provide his “stamp of approval” since any successor who seeks a change is likely to encounter substantial criticism when proposing any changes to policies that applied under Mr. Buffett.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway and is the author of The Rational Walk’s Berkshire Hathaway 2010 Briefing Book which provides a detailed analysis of the company along with estimates of intrinsic value.

March 02, 2010

Toyota - A Few Observations

Toyota (TM) is currently engaged in a recall of certain car models totaling in excess of eight million vehicles worldwide. The recall campaigns address problems related to the accelerator pedal. To put the size of the recall into perspective, Toyota sold 6.7 million vehicles worldwide in the trailing twelve months. While direct recall costs could be in the billions of dollars, lost sales due to brand damage may “cost” far more.

As the majority of recalls have been in the U.S., American media and politicians have weighed in heavily on the company. Amid a lot of noise, we offer three observations:

1) Massive recalls not uncommon in auto industry: At one point or another, nearly every major brand has had to deal with product recalls. Ford, for example, recently completed a series of recalls affecting 10+ million vehicles. General Motors just this week announced it will conduct a safety recall of 1.3 million cars. While this is no consolation to the people directly affected, as investors we are well-advised to consider the big picture. Recalls are a part of the automotive industry. The irony is that the current focus on Toyota likely makes their new cars the safest around.

2) The political factor: It is hard not to consider politics as a major factor shaping the Toyota debate in the U.S. Toyota has nearly doubled U.S. market share from 9% in 2000 to 17% in 2009. This has been largely at the expense of General Motors, Chrysler and Ford (F). With the U.S. government a significant owner of the former two companies, the objectivity of congressional investigations into Toyota may be compromised. Media hype does not help. Neither does the fact that the industry remains in one of its most severe downturns, with GM and Chrysler briefly undergoing bankruptcy procedures last year. The issue, however, is compounded by the fact that Toyota is also a big employer in the U.S. As all politics is ultimately local, it will be interesting to observe congressmen opinions relative to the presence of "domestic" companies versus Toyota in their respective congressional district or state. Although politics always introduces an element of uncertainty, end-customers are likely to be the ultimate arbiters of the future presence of Toyota on the U.S. market.

3) The price of growth: "Quite frankly, I fear the pace at which we have grown may have been too quick." These are the words of Akio Toyoda, Toyota's President and grandson of the company founder, as part of his testimony to House Committee on Oversight and Government Reform. The testimony is an interesting read, as it highlights the response to a major problem by a world-class organization such as Toyota. In the wider context, it is instructive to pause and contemplate the implications for other fast-growing companies. Investors often are willing to pay high multiples for nominal growth without considering the costs of growth. Be it genetically-modified food or asset management, growth at the expense of human health/returns most likely won't generate value in the long-term.

The Manual of Ideas will profile Toyota in addition to 20+ other companies in the forthcoming monthly issue of Portfolio Manager's Review. Subscribe to Portfolio Manager's Review today.

Disclosure: No position.

February 25, 2010

Lampert on Maintenance vs. Expansion Capex, Owner Orientation, Regulation and Politics

By Ravi Nagarajan

Edward LampertEdward Lampert, Founder of ESL Investments and Chairman of Sears Holdings Corporation, has released his annual letter to shareholders.  Mr. Lampert’s investment style has often been compared to Warren Buffett’s approach particularly when it comes to capital allocation.  While many companies fail to adhere to disciplined capital allocation practices, Sears has taken a more intelligent approach.

Maintenance vs. Expansion Capital Expenditures

Mr. Lampert has been criticized for failing to make the necessary investments to keep Sears and K-Mart stores competitive.  Personal experience and anecdotal evidence does suggest that Sears Holdings retail properties are not necessarily the most modern facilities in many locations.  However, this fact alone does not automatically justify blindly committing funds to expansion or improvements beyond “maintenance” levels of capital expenditures:

I have written previously about what I believed was the reckless expansion of retail space leading to lower profitability for many retailers and to low or negative returns on the investment required to expand space. In other industries, consolidation rather than expansion has led to a more sensible competitive environment and better returns for shareholders. If you examine the level of capital expenditures over the past decade at many large retailers and compare that expenditure to value created, it would not paint a pretty picture.

Additionally, the dramatic declines in capital expenditures over the past couple of years at most large retailers are strong evidence that the level of maintenance capital expenditures for a big box retailer is materially below what many analysts and experts previously believed. Most of the capital spent over the past decade has been largely for store expansion, with some lesser amount required for maintaining existing stores.

The cost of updating or expanding properties must be weighed against the best possible alternative uses for the funds such as improving Sears’ strongest brands like Kenmore and Craftsman or authorizing share repurchases:

While we continued to repurchase shares during the economic crisis because the value was attractive and because we had significantly lower leverage than others in our industry, many of our competitors suspended their repurchase programs to appease credit rating agencies only to resume them again after their share prices recovered significantly.

Mr. Lampert also criticizes ratings agencies for simplistic analyses that automatically favor capital investment to share repurchases ignoring the fact that capital investment at negative rates of return can end up harming bondholders as well as stockholders.

Owner Orientation

While many executives only pay lip service to “shareholder value” and “management alignment with shareholder interests”, Mr. Lampert’s record and ownership interest in Sears Holdings serves to back up his claims.

We do some things differently than others, and we have certain beliefs that differ from theirs. Our culture is owner-oriented, because we have owners who serve on the board that governs the company. We believe that ownership makes a difference, especially when owners have significant financial interests in the company and a long-term perspective. Instead of this raising concern, rating agencies should welcome and value owners with a demonstrated track record of long-term value creation and conservative capital policies, even when some of the capital allocation preferences differ from those that others believe lead to higher long-term credit performance.

This is the type of owner orientation that makes it preferable to repurchase shares rather than plowing funds into capital expenditures at negative rates of return even though doing the latter is more popular within any organization in the short run and also will win the praises of local community leaders at ribbon cutting events.  The problem with companies that pursue popularity rather than intelligent capital allocation is that eventually the day of reckoning will arrive and the music will stop.

Regulation and Politics

Wading into more controversial topics, Mr. Lampert is critical of policies that may over-regulate the economy by placing government bureaucrats in place of private sector capital allocators when it comes to sustaining an economic recovery.  In terms of financial regulation, Mr. Lampert advocates the removal of the implicit “too big to fail” guarantee which would level the playing field.  However, it is unclear how the government can remove the “too big to fail” perception without some form of regulation to constrain financial institutions from reaching the size and interconnectedness that makes government bailouts inevitable.

Capital can quickly reorganize and provide financing for businesses and projects that create value for our society, without the heavy hand of government planning and policy. I disagree with most people calling for a gigantic overhaul of our financial system led by new and “improved” regulations. Instead, begin the process of allowing more competition in financial services and begin the removal of implicit and explicit government guarantees that provide the perception that some are “too big to fail.” While there are those that claim that their institutions are not too big to fail, they surely recognize the significant competitive advantages that come from this perception. Of course they will accept regulations as long as these regulations do not permit additional competition from entities and institutions that do not take insured deposits, do not have access to Federal Reserve funding, and do not have government guarantees associated with their debt offerings. Regulatory capture comes when there is little competition allowed outside regulated entities and a “freezing” of competitors and innovation in an industry.

Mr. Lampert also protest the special treatment given to Amazon.com and other online retailers that are not required to collect sales and use tax in locations where they do not have a physical presence.  It is difficult to argue with the logic behind treating traditional retailers and online retailers in a uniform manner and the observation that current practices will prove unsustainable as more commerce shifts online.

The real story here is that it is not the payment of taxes or the charging of taxes that is at issue. It is the collection of taxes on behalf of local governments from purchasers of goods and services from stores in a locality or for use in such locality. It is the latter fact that is often ignored. A person who buys products from Amazon.com is required by law to pay sales or use tax to their local jurisdiction. In practice, almost nobody does so. The cost and unpopularity of enforcing such laws has allowed customers to avoid paying sales or use taxes, even though they are required in many states and localities. If you buy a work of art or piece of jewelry in NYC, for example, and have it shipped to New Jersey or California, the seller does not collect sales tax on that purchase but the buyer would be required to pay sales or use tax on the purchase where they receive the merchandise and use the merchandise. So, a piece of jewelry shipped to California would require the buyer to pay California sales or use tax.

Mr. Lampert recommends Thomas Sowell’s latest book Intellectuals and Society.  Although I have not kept up with Mr. Sowell’s work in recent years, I consider one of his previous books, The Vision of the Anointed, to be one of the best essays on the mentality that often drives the decisions of those in high positions of power.

Click on this link to read Edward Lampert’s full letter to Shareholders.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author does not own shares of Sears Holdings.

February 20, 2010

Burlington Northern Plans Expansion in Alabama

By Ravi Nagarajan

Birmingham, AlabamaThe Birmingham Business Journal has reported that Burlington Northern Santa Fe has purchased a 32 acre facility in Birmingham for $3 million.  The company is in the process of evaluating the facility for future expansion.  The site is a former pet food manufacturing facility and is located next to Burlington Northern’s existing intermodal facility.  The railroad has received requests from area businesses that are interested in expanded rail service.

Burlington Northern was acquired by Berkshire Hathaway in a deal that was finalized on February 12.  The purchase of the railroad was characterized by Berkshire Hathaway Chairman and CEO Warren Buffett as an “all-in wager on the economic future of the United States”.  The purchase price was not without controversy because it appeared to be a full price.  We recently made the case that the purchase may have been motivated by an intention to increase capital expenditures with Berkshire’s backing in order to pursue more rapid expansion.

While a $3 million purchase by Burlington Northern is hardly a large move and was probably planned prior to Berkshire’s offer for the company, the location of the expansion is notable because Birmingham is at the outer periphery of Burlington Northern’s route network.  In addition to Burlington Northern, Norfolk Southern and CSX Transportation have a significant presence in the city.  As one can see from Burlington Northern’s route network pictured below, expansion in Birmingham may lead to other interesting possible expansion activity in the deep South.

Click on the map or on this link for a more detailed set of BNSF Route Maps.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

The author owns shares of Berkshire Hathaway.

Swiss Re Declares Intention to Redeem Berkshire Investment

By Ravi Nagarajan

Swiss ReSwiss Re announced annual results for 2009 yesterday and declared that the measures taken in 2009 to rebuild the company’s capital base have been very effective.  In a letter to shareholders, Swiss Re Chairman Walter B. Kielholz and CEO Stefan Lippe made the following comments regarding the company’s capital position and intention to redeem the CHF 3 billion investment made by Berkshire Hathaway last year:

The measures we have taken to rebuild our capital base have proven to be very effective. In 2009, our capital position improved steadily quarter by quarter. At year end, estimated excess capital at AA level was more than CHF 9 billion. This means we are on schedule to meet our goal of redeeming the CHF 3 billion convertible perpetual capital instrument (CPCI) issued to Berkshire Hathaway.

We originally discussed the terms of Berkshire’s investment in March shortly after the terms of funding were announced, and revisited the status of the investment in January when J.P. Morgan analysts released a report stating that Swiss Re was on track to redeem the investment by June 2010.

Redemption Comes at a Stiff Price

The terms of the convertible perpetual capital instrument reflect the distress facing Swiss Re at the time the funding was provided.  With a 12% interest rate and the right to convert into common shares at CHF 25 (nearly 50 percent below today’s quotation) after the third anniversary of the investment, Berkshire secured highly favorable terms.

Swiss Re has the right to redeem the instrument, but at a stiff price.  Swiss Re must pay 140% of face value if the company elects to redeem the instrument prior to March 23, 2011 and at 120% of face value thereafter.  Barring a collapse in the price of Swiss Re common stock, is nearly certain that Swiss Re management would want to redeem prior to March 23, 2012 when Berkshire will have the right to convert into common shares.

From the shareholder letter referenced above, it appears that the J.P. Morgan analysts  were correct in forecasting a near term redemption of the instrument although Swiss Re management does not explicitly state the timing of redemption.

Other Business Ties

Berkshire Hathaway and Swiss Re have other business ties beyond the convertible instrument discussed in this article.  Berkshire entered into an agreement with Swiss Re in 2009 for a retroactive reinsurance policy for CHF 2 billion covering substantially all of Swiss Re’s non-life insurance losses for loss events occurring prior to January 1, 2009.  In addition, Berkshire has a 20% quota-share contract with Swiss Re covering substantially all of Swiss Re’s property/casualty risks incepting from January 1, 2008 and running through December 31, 2012.  Berkshire also owned 11,262,000 shares of Swiss Re common stock as of December 31, 2008.

Update:  February 19, 2010 @ 3pm

The Street.com and Reuters are reporting that Swiss Re CFO George Quinn indicated that the company will redeem the preferred convertible security in 2011.  Presumably, Swiss Re would want to wait until at least March 23, 2011 to pay 120% of face value rather than the 140% that would be required for redemption at an earlier date.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway.

February 17, 2010

From Cigar Butts to Business Supermodels

By Ravi Nagarajan

Note to Readers:  The following essay is part of an introductory section of an upcoming analysis of Berkshire Hathaway to be published by The Rational Walk shortly after the 2009 Berkshire Hathaway Annual Report is released at the end of February.  The full analysis will be available for purchase as premium content with certain excerpts to be provided on The Rational Walk blog free of charge.

For a formatted PDF File of the following essay, please click on this link.

From Cigar Butts to Business Supermodels

Warren BuffettThere are numerous books and publications that provide detailed accounts of the history of Berkshire Hathaway as well as Warren Buffett’s life and career.  It is also impossible to fully understand Berkshire without studying the life and career of Vice Chairman Charles T. Munger.  A list of resources for those interested in a comprehensive history of the company and its leaders is provided as an appendix to this document (available in the forthcoming full analysis).  This section merely attempts to provide some context regarding the remarkable history of Berkshire Hathaway and Warren Buffett’s investment approach.

Warren Buffett’s Early Investment Philosophy

Benjamin GrahamWarren Buffett’s early investment philosophy was largely based on the principles developed by Benjamin Graham.  Mr. Buffett has stated on many occasions[1] that his view of investing changed dramatically when he first read Mr. Graham’s book, The Intelligent Investor, in early 1950.  Up to that point, Mr. Buffett had read every book on investing available at the Omaha public library but none were as compelling as Mr. Graham’s straight forward approach summarized in the phrase: “Margin of Safety”.

Benjamin Graham’s approach is more fully documented in Security Analysis which, in contrast to The Intelligent Investor, is more targeted toward professional investors.  Mr. Graham’s approach involved examining securities from a quantitative perspective and making purchases only when downside risks are minimized.  This approach rarely involved speaking to management since doing so could adversely influence the analyst’s impartial view of the data.  In particular, Mr. Graham was a proponent of purchasing stocks selling well under “net-net current asset value” arrived at by taking a company’s current assets and subtracting all liabilities.  In such cases, the buyer was paying nothing for the business as a going concern and had some downside protection due to liquid assets far in excess of all liabilities.

Berkshire Hathaway Mill - New Bedford, MAMr. Buffett was able to leverage the “deep value” approach advocated by Benjamin Graham throughout the 1950s.  In the five year period ending in 1961, the Buffett Partnerships trounced the Dow Jones Industrial average with a cumulative return of 251 percent compared to 74.3 percent for the Dow[2].  While Mr. Buffett employed multiple strategies, one approach involved finding companies that fit the “cigar butt” mold, meaning that they had “one puff left” and could be purchased at a deep bargain price.  This approach led Mr. Buffett to begin acquiring shares of Berkshire Hathaway, a struggling New England textile manufacturer, in late 1962. While Berkshire Hathaway was trading well under book value at the time, Mr. Buffett would later say that book value “considerably overstated” intrinsic value[3].

From Cigar Butts to Insurance

Berkshire Hathaway, as it existed in 1963 when the Buffett Partnership became the company’s largest shareholder, was a cheap company from a quantitative perspective but it was not a good company in terms of offering a business that had durable competitive advantages.  In fact, over the next two decades, Berkshire Hathaway continued to invest in the textile mills but would never gain sufficient traction to complete with overseas competitors with lower cost structures.  Textiles are a commodity business and the low price producer has the advantage.  In retrospect, Mr. Buffett’s purchase of Berkshire Hathaway was a mistake[4].

While Berkshire’s textile mills were doomed to eventual failure, a period of profitability[5] appeared in the mid to late 1960s that presented Mr. Buffett with a choice:  He could either reinvest the profits in the textile business or redeploy the funds elsewhere.  Above all else, Mr. Buffett is a master capital allocator.  He could see the troubles brewing in textiles and, despite attempts by Berkshire’s textile managers to obtain capital for new investments, Mr. Buffett chose to deploy the funds elsewhere.

Berkshire’s entry into the insurance business with the purchase of National Indemnity in 1967[6] was a transformational event for the company.  The textile business, despite a temporary period of profitability, required significant capital investments to continue to remain competitive.  In contrast, insurance operations that are well run generate significant cash in the form of “float”.  Float represents funds that are held by an insurance business between the time when policyholders submit payment and when funds are eventually paid out to settle claims.  As long as underwriting practices are sound, float represents a low cost means of funding investments.  By purchasing National Indemnity, Berkshire was on its way to transforming from a textile manufacturer consuming large amounts of capital at low to negative rates of return into an insurance powerhouse generating large amounts of float for investment in other businesses offering better prospects of high returns.

See’s Candies:  The Turning Point

See's CandiesFew Californians can recall a holiday season where See’s Candies were not a prominent part of the festivities.  The brand is so powerful in California and other western states that many consumers would never think of buying a competing product.  See’s Candies is a textbook example of a company with a formidable “moat”.  Such companies have built up brand identity that cannot be replicated by new entrants even with significant capital investments[7].

Charles T. MungerBerkshire Hathaway Vice Chairman Charles Munger has been widely credited with convincing Warren Buffett that there are certain situations where deviating from Benjamin Graham’s “deep value” approach can be justified.  Mr. Munger has rebutted[8] the notion that his influence was a deciding factor in Mr. Buffett’s overall record, but many accounts[9] of the events surrounding the See’s Candies purchase supports the conclusion that Charlie Munger deserves much credit for shifting Berkshire’s bias from cigar butts selling at a “bargain price” to excellent businesses selling at a “fair price”.

See’s Candies is the perfect example of a business that produces an excellent return on equity year after year but requires very little capital investment in order to sustain the “moat” that makes such returns possible.  When Berkshire purchased See’s Candies for $25 million in 1972, the company only had $8 million of net tangible assets.  However, See’s was earning approximately $2 million after tax at the time[10].   $17 million of the $25 million purchase price could not be accounted for by assets on See’s balance sheet but represented the value represented by intangible “brand equity”.

Over the first twenty years of Berkshire’s ownership of See’s Candies, sales increased from $29 million to $196 million while pre-tax profits grew from $4.2 million to $42.4 million.  However, that is not even the most amazing part of the story.  What is more remarkable is that Berkshire Hathaway only had to reinvest $18 million of retained earnings over that twenty year period while $410 million of cumulative pre-tax earnings were sent back to Berkshire for redeployment in other investments[11].

There have been many other key turning points in the history of Berkshire Hathaway but the decision to pay a “premium price” for See Candies in 1972 may best symbolize the transformation of Mr. Buffett’s approach toward investing.  This is perfectly summarized in Mr. Buffett’s 1992 Letter to Shareholders:

In my early days as a manager I, too, dated a few toads.  They were cheap dates – I’ve never been much of a sport – but my results matched those of acquirers who courted higher-priced toads.  I kissed and they croaked.

After several failures of this type, I finally remembered some useful advice I once got from a golf pro (who, like all pros who have had anything to do with my game, wishes to remain anonymous).  Said the pro:  “Practice doesn’t make perfect; practice makes permanent.”  And thereafter I revised my strategy and tried to buy good businesses at fair prices rather than fair businesses at good prices.

Berkshire Hathaway is the company it is today because Mr. Buffett stopped kissing toads like the original Berkshire textile business and started aggressively pursuing supermodels like See’s Candies instead even if they were more “expensive dates”.  As we shall see, Berkshire has no shortage of supermodels today.


Footnotes:

[1] For example, see Mr. Buffett’s preface to any recent edition of The Intelligent Investor.
[2] The Buffett Partnership track record is available in many publications.  See, for example, Roger Lowenstein’s Buffett: The Making of an American Capitalist, 1995 Hardcover Edition, Page 69.
[3] See comment in Berkshire Hathaway Owner’s Manual, Page 5.
[4] Mr. Buffett directly stated that buying Berkshire was a mistake in his 1989 letter to shareholders.
[5] See Lowenstein, Page 133.
[6] For a good history of the National Indemnity purchase, see Lowenstein, pages 133 to 135.
[7] For an excellent brief history of See’s Candies, see Max Olson’s paper entitled Quality without Compromise.
[8] See Mr. Munger’s statement in Poor Charlie’s Almanack, Third Edition, “Rebuttal:  Munger on Buffett”
[9] For example, see Alice Schroeder’s account of the See’s Candies purchase in Snowball:  Warren Buffett and the Business of Life, Chapter 34.
[10] See the appendix to Warren Buffett’s 1983 Letter to Shareholders.
[11] See Warren Buffett’s 1991 Letter to Shareholders.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure: The author owns shares of Berkshire Hathaway.

February 15, 2010

Toyota’s Recall Problems Illustrate Risks of Brand Erosion

By Ravi Nagarajan

Toyota CamryToyota’s recalls in recent weeks have attracted a predictable amount of attention given the number of impacted vehicles on the road.  Rarely a day goes by when Toyota’s latest woes are not reported on the front page of The Wall Street Journal and on television news reports.  For a company that has built its reputation on safety and dependability, the recalls are particularly damaging.

Building a Brand

It often takes decades for a company to build brand awareness and this is certainly the case for Toyota vehicles in the United States.  While the company has been in business since 1937, it was not associated with high quality until the 1980s.  In fact, the company’s cars were widely ridiculed during the 1960s and 1970s particularly by Detroit auto executives who considered the United States market to be “owned” by the Big Three.

In recent years, the Toyota Camry has often been the best selling passenger car in the United States.  Consumers who selected the Camry were not buying it for driving excitement but due to Toyota’s reputation for reliability and economy.  I purchased a 2003 Toyota Camry as a commuter car.  The vehicle had all the excitement of a common household appliance such as a toaster but it never let me down. (It should be noted that the 2003 Camry is not part of the recall.  I have since sold the Camry and purchased a Ford Mustang offering more “driving excitement”).

Decades to Build, Days to Destroy

Unfortunately, what can take decades to build up can be destroyed very quickly.  This is particularly true if problems are revealed that destroy the salient qualities of the brand.  In the case of Toyota, a recall related to safety and reliability harm the foundation of the brand.  This is not a peripheral quality issue such as a radio that breaks.  The problems, while very rare, are potentially life threatening.

From this perspective, the problems are not unlike the famous case study involving the Tylenol cyanide poisonings in 1983.  Johnson & Johnson’s response to the incident has been widely praised as the model for crisis management.  Indeed, the company’s prompt actions to prevent tampering in the future may have even strengthened the brand.

Of course, the main difference between the current Toyota recall and the Tylenol incident is that the car recall is likely due to a flaw in either Toyota’s engineering or the engineering of a sub-contractor rather than the result of criminal tampering.  This makes it even more critical for Toyota to take particularly forceful action to deal with the recall.

Toyota needs to rebuild the trust consumers used to have in its products.  Conducting a recall is the bare minimum required to rebuild that trust.  The company should consider taking additional steps to encourage consumers to stick with the brand.  This might include giving away free services to consumers to encourage people to bring in affected vehicles for timely recall repairs.  An extension of the factory warranty would also represent a forceful action.

Brands and Reputation are Fragile

Barron’s published an annual ranking of the world’s most respected companies this weekend.  Toyota ranked #6 on the list but the survey was completed prior to the recent recall announcements.  If the survey was taken again today, there is little doubt that Toyota’s ranking would fall.  However, the extent of that fall is something that management should be able to influence with prompt action.

From an investment perspective, Toyota’s troubles illustrate the importance of selecting management that will protect the value of a brand.  If one is paying for a significant amount of intangible assets when purchasing a business, it is critical to know that managers of the business are committed to protecting those assets.  The power of great brands is indisputable and it is often worth paying for intangible assets that  provide a business with a moat, but only if management can be trusted  to protect the asset.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author does not own shares of Toyota.

Buffett’s New CEO Shows Analysts, Hedge-Fund Managers to Door

Matthew Rose, Burlington NorthernAndrew Frye of Bloomberg writes,

Matthew Rose, chief executive officer of railroad Burlington Northern Santa Fe Corp., welcomed Warren Buffett as his company’s new owner while showing analysts and hedge-fund managers the door.

Buffett’s Berkshire Hathaway Inc. completed the buyout yesterday after winning the approval of Burlington Northern investors. The deal, valued at $100 a share, allows Rose to hand out returns of nearly 300 percent, plus dividends, to investors who bought stock the day he was named CEO in 2000. The problem, he said, is that shareholders with that length of commitment are dwindling in number and influence.

"When I started as CEO 10 years ago, the typical investor had a time frame of three to five to seven years," Rose said in an interview. "Year-by-year, that’s gotten shorter."

The increased focus on short-term results, fueled by real- time media and quarterly analyst calls, can be a distraction for a railroad executive who needs to buy locomotives that run for 20 years and put down tracks that last for 40, Rose said.

Read the full Bloomberg article.

February 11, 2010

Interactive World Agriculture Map

Want to know which countries are the major coffee growers? Or who imports the most potash? The interactive agriculture and fertilizer markets map courtesy of Potash Corp. (POT) provides global crop and fertilizer data in a visual and user-friendly way. Launch World Agriculture and Fertilizer Map.

During our research on leading agriculture-related companies including Potash Corp. and Monsanto (MON), we have come across many interesting facts about global agriculture. For example, did you know that the average yield per acre of planted corn is 157 bushels in the U.S. versus 35 in India? But even the developed countries of the European Union are at "just" 105 bushels per corn acre. There are certainly many factors that explain these differences in crop yield including: seed quality, fertilizer application, use of chemicals for weed and insect control, level of mechanization, and, of course, inherent land quality and other natural factors. So how do companies like Potash Corp. and Monsanto fit into all of this? Are they potentially good investments given the anticipated growth of the agriculture industry to meet rising food demand worldwide? We provide investment cases for Potash Corp. and Monsanto in the forthcoming monthly issue of Portfolio Manager's Review.

To get in-depth analysis on Potash Corp. and Monsanto (as well as 20+ additional, non-agriculture stocks), subscribe to Portfolio Manager's Review today.

Disclosure: No positions.

February 10, 2010

Matt Darrah's Cautionary Thesis on Bunge (BG)

Last month, we posted Matt Darrah's investment case for Corporate Executive Board (EXBD). This month, Matt is back with a well-researched and thoughtful piece on farm products company Bunge (BG). Matt argues that the risks of owning Bunge outweigh any potential upside and that investors should be cautious about investing in the company.

Please note that The Manual of Ideas does not advocate short selling, as it is a risky strategy that can backfire and cause significant losses for investors, even if their thesis is proven correct in the long term. As such, we present Darrah's research piece in order to show you the investment risks that can sometimes be uncovered as a result of in-depth fundamental research. The Manual of Ideas has not verified the data and quotations presented in the following write-up and can therefore not vouch for their accuracy.

Executive Summary

  • Low Return on Invested Capital: Total invested capital does not produce meaningful amounts of cash flow. BG operates in a highly competitive industry, where it cannot materially differentiate itself.
  • Unattractive Valuation: Recent stock price implies less than 4% normalized free cash flow yield. The market seems to be ignoring Bunge’s lack of historical free cash flow generation.
  • Numerous Potential Catalysts Could Drive Stock Price Lower: Multiple sources confirm Bunge has large and speculative derivative (future and options) holdings that could result in material losses. Accounting results do not reflect the economic realities of the business, and Wall Street will eventually figure this out. BG recently sold a key division to avoid a liquidity crisis.

Bunge Company Overview

Bunge Limited (“Bunge” or “BG”) engages in the agribusiness, fertilizer, and food business.

Bunge Business Segments (% of 2009 revenue)

Bunge business segments

Source: Matt Darrah's investment newsletter, January 2010.

Bunge’s Agribusiness segment (73% of 2009 revenue) purchases, stores, transports, processes, and sells agricultural commodities and commodity products. Bunge principally handles and/or processes oilseeds and grains. It primarily deals in soybeans, rapeseed (canola), sunflower seed, wheat, and corn. The division processes those oilseeds and grains into vegetable oils and protein meals, principally for the food and animal feed industries. This segment also processes sugar and corn into bio-fuels. The Agribusiness division’s main competitors are Archer Daniels Midland Co. (ADM), Cargill Incorporated, and Louis Dreyfus Group.

Bunge’s Edible Oil segment (15% of 2009 revenue) uses the soybean, sunflower, and rapeseed (canola) oil produced in its Agribusiness segment for packaged and bulk oils, shortenings, margarines, mayonnaise, and other products derived from the vegetable oil refining process. Bunge owns and/or operates edible oil refining and packaging facilities in North America, South America, Europe, and Asia. It sells retail edible oil products in Brazil under a number of brands, including Soya, which is the leading packaged vegetable oil brand. Bunge possesses the highest market share in the Brazilian margarine market with its brands Delicia and Primor. One brand, Bunge Pro, has become the top foodservice shortening brand in Brazil.

In Europe, Bunge leads the market in consumer packaged vegetable oils, which are sold in various geographies under brand names including Venusz, Floriol, Kujawski, Olek, Unisol, Ideal, and Oleina.

In Asia, Bunge’s primary edible oil product brands include Dalda and Chambal in India, and the Douweijia brand soybean oil in China. In several regions, Bunge also sells packaged edible oil products to grocery store chains for sale under those stores’ private labels. The Edible Oil Segment’s customers include baked goods companies, snack food producers, restaurant chains, foodservice distributors, and other food manufacturers who use vegetable oils and shortenings as inputs in their operations, as well as retail consumers. This division primarily competes with ADM, Cargill, Associated British Foods plc, Stratas Foods (a joint venture between ADM and Associated British Foods plc), Unilever, and Ventura Foods, LLC.

Bunge recently announced that it is selling the bulk of its fertilizer business for $3.5Bn of net proceeds, so I won’t be discussing this division in detail although I will discuss the implications of selling this division later in this report.

Also, given that the milling division only constitutes 3% of Bunge’s sales, I will not be discussing that division in detail.

Low Return on Invested Capital Business

While Bunge has consistently reported net income based on GAAP accounting principles, it has consistently burned cash. Bunge has reported combined net income for the past 3, 5, and 10 years of $2.1Bn, $3.1Bn, and $4.4Bn, respectively. However, free cash flow over those same time periods equaled negative $(708)MM, negative $(1.6)Bn, and negative $(2.5)Bn respectively. Note FCF has only been positive in two of the past ten years. Typically, over long periods of time, GAAP reported earnings should approximate free cash flow. Temporary differences can arise during periods when a company is growing rapidly and spending money on new property, plant, and equipment, or investing in working capital.

These temporary variances should tend to reverse over five and ten year periods. Prolonged differences between free cash flow and net income typically indicate that free cash flow is a more accurate indication of the true earnings power of the firm, which would indicate that Bunge earns less than a 3% return on invested capital. Even assuming that 70% of capital expenditures are growth related (based on management’s guidance), Bunge still generates below a 8% ROIC (see adj. FCF column below).

Bunge's Historical Return on Invested Capital (click to enlarge)

Bunge return on capital

Source: Matt Darrah's investment newsletter, January 2010. 

Further, Bunge operates primarily in businesses with very small to no moats protecting its returns, as the processing of agricultural products does not require any proprietary knowledge, equipment, or processes, nor are any of its brands likely meaningful to consumers, as evidenced by their historically EBIT margins around 5%.

Unattractive Valuation

Based on GAAP earnings, Bunge doesn’t appear to be overvalued. As discussed above, given the large disparities between free cash flow and net income, its valuation should be based on historical free cash flow. Given the past three years of adjusted free cash flow (adjusted for estimated growth CapEx per the methodology described above), Bunge trades at 23x free cash flow. Basing valuation on unadjusted free cash flow (basically assuming management’s guidance on growth CapEx is unreliable), the last three years’ cumulative cash flow is negative.

It is important to note that the valuations metrics do not take into account the sale of the Fertilizer business, as the cash flow generated by the sale of those assets is still undisclosed. However, as I will discuss below, I believe that the sale of the fertilizer business will only serve to reduce Bunge’s free cash flow generating ability.

Valuation Based on Adjusted Net Income and Free Cash Flow (click to enlarge)

Bunge valuation analysisSource: Matt Darrah's investment newsletter, January 2010.  

Catalysts

Derivatives

Bunge has indicated that it only uses derivatives to hedge exposure to commodities cost, implying that they will not be impacted by fluctuations in the underlying cost of the commodity. For instance, Bunge may loan a farmer fertilizer and then receive payment of a fixed amount of soybeans once the farmer has harvested his crop. In order to protect itself from price declines prior to the harvest, Bunge would sell short the volume management expects to receive from the farmer. By doing so, if the price of soybeans declines, while Bunge waits for the harvest, the value Bunge receives from the farmer is less, but the Company has gained enough money to offset that loss with its short position.

However, based on interviews with traders familiar with Bunge’s trading operation, a former executive-level Bunge employee, and a knowledgeable former CFO of a competitor, Bunge operates a speculative trading operation. As the (not-disgruntled, in fact very supportive) former employee stated, "there is no way Bunge could make the margins it makes without some speculation." I also spoke with traders (again supportive) who are knowledgeable about Bunge’s trading operations who stated that Bunge is actively trading in futures contracts that do not necessarily conform to a hedging strategy (the traders could tell because the trades didn’t coincide with harvest seasons). Further, the former CFO of a competitor discussed the difficulties of managing such a hedging operation from an internal controls standpoint. Based on his knowledge of Bunge’s CFO’s background, he did not feel Bunge’s CFO adequately understood the potential loss exposure that could be incurred as a result of its derivative operations.

Unrepresentative Accounting

As previously stated, Bunge’s free cash doesn’t approximate their net income over long periods of time.

These types of discrepancies normally indicate that GAAP accounting does not accurately reflect the economics of the underlying business, and it may suggest fraudulent accounting. A former CFO of a competitor said that after pouring through Bunge’s financial statements, he could only come to the conclusion that "the books were cooked."

Additionally, Bunge’s financial disclosures reveal that management consistently does not reserve enough allowance for doubtful accounts on loans that Bunge makes to farmers. Loan contracts are difficult to enforce on farmers in Brazil, and according to interviews I conducted, most CFOs would reserve at least the full amount of any contract in litigation, as the likelihood of recovery is negligible. Further, a typical CFO would reserve above that amount to anticipate future defaults. However, while Bunge as of September 30th, 2009 is litigating ~$235MM of loans, it had only reserved $196MM at that time. Bear in mind that litigation usually is pursued as a last resort in most defaults, so defaults are likely much higher than $235MM.

Further, Bunge experienced two material breaches of internal controls that were disclosed in 2007. One resulted in a $7Bn revenue restatement, while the other resulted in a theft by several employees from its Peruvian division that resulted in a $34MM loss.

Sale of Fertilizer Business

Bunge recently sold its Brazilian fertilizer operations to Vale for $3.5Bn of net proceeds. While management and sell-side analysts have espoused numerous strategic rationales for why this division was sold, I believe the sale occurred because Bunge needed the cash, and this division was the most readily saleable asset. As shown below, Bunge needed to finance its money losing operations and redeem its preferred stock, which matures during 2010, and therefore had to sell assets. Interestingly, many analysts have noted that the division was sold below the replacement value of the assets, which implies Bunge was in a weak negotiating position, possibly the result of the cash need illustrated below.

Liquidity Bridge (click to enlarge)

Bunge liquidity bridge 

Source: Matt Darrah's investment newsletter, January 2010.

Interestingly, Bunge had historically thought the fertilizer division was a growth business and spent large amounts of growth CapEx to improve it. The sale "really surprised" a former executive, as "that business generated a lot of cash…and was a nice grower." Note that the business was likely bleeding cash this year given lower fertilizer prices, but Bunge’s largest free cash flow generating year (2008) coincided with a large increase in fertilizer profits.

The author of this article is Matt Darrah, Chief Investment Officer of MD Capital Management and contributor to The Manual of Ideas. Matt describes his background as follows: "I have been investing since 1998 (age 16) when I saved nearly all my money from working on my winter break from high school, and invested it according to the value investing principles I had read about in Warren Buffett’s shareholder letters and books about value investing. After high school, I attended Southern Methodist University (SMU) in Dallas, Texas, where I graduated summa cum laude with a degree in finance. Post graduation, I worked in investment banking for two years (helping companies raise financing, buy other businesses or sell their businesses) before joining a private equity and debt investment firm, where I have worked for three years. My investing philosophy has been developed through my (i) insatiable reading of books written by and about prominent value investors and their investment philosophy, (ii) 11 years of public market investment experience and (iii) three years of private equity experience, where I have invested and/or manage over $625MM of investments in 6 companies."

Neither the author of this article nor any affiliates of The Manual of Ideas have a position in Bunge. This article is not a solicitation to buy or sell securities. This article may have been lightly edited for publication on The Ideas Report For Serious Investors. For full terms of use of this website, visit http://manualofideas.com/terms.html

A Look at Five Japanese 'Net Nets' with Market Caps of $1+ Billion

By Greenbackd

In his Are Japanese equities worth more dead than alive?, SocGen’s Dylan Grice conducted some research into the performance of sub-liquidation value stocks in Japan since the mid 1990s. Grice’s findings are compelling:

My Factset backtest suggests such stocks trading below liquidation value have averaged a monthly return of 1.5% since the mid 1990s, compared to -0.2% for the Topix. There is no such thing as a toxic asset, only a toxic price. It may well be that these companies have no future, that they shouldn’t be valued as going concerns and that they are worth more dead than alive. If so, they are already trading at a value lower than would be fetched in a fire sale. But what if the outlook isn’t so gloomy? If these assets aren’t actually complete duds, we could be looking at some real bargains…

In the same article, Grice identifies five Graham net net stocks in Japan with market capitalizations bigger than $1B:

He argues that such stocks may offer value beyond the net current asset value:

The following chart shows the debt to shareholders equity ratios for each of the stocks highlighted as a liquidation candidate above, rebased so that the last year’s number equals 100. It’s clear that these companies have been aggressively delivering in the last decade.

Despite the “Japan has weak shareholder rights” cover story, management seems to be doing the right thing:

But as it happens, most of these companies have also been buying back stock too. So per share book values have been rising steadily throughout the appalling macro climate these companies have found themselves in. Contrary to what I expected to find, these companies that are currently priced at levels making liquidation seem the most profitable option have in fact been steadily creating shareholder wealth.

This is really extraordinary. The currency is a risk that I can’t quantify, but it warrants further investigation.

Syms: Overlooked Retailer with Large Real Estate Ownership

Syms FilenesDiscount retailer Syms (SYMS) recently received a major insurance payout following the passing of founder and chairman Sy Syms. While the company remains controlled by the Syms family, positive changes may be expected over time as younger family members seek to extract value rather than sit on a stagnating asset. In the meantime, Syms’s opportunistic purchase of bankrupt Filene’s Basement enlarges the company’s share of the discount clothing market and positions the business to benefit from an upturn in consumer spending. The downside is protected by a strong balance sheet, with modest net cash and ownership of 1.9 million square feet of real estate associated with 21 stores. The value of the real estate alone may exceed the recent market value of the company, implying that the $500+ million retail business is essentially being given away. While no immediate catalyst to value realization is evident, we view the valuation discount as too large to ignore.

BUSINESS OVERVIEW
Syms operates retail stores offering discounted merchandise from designer labels for men, women and children. Syms opened the first store in 1959 and currently operates 53 stores, including 23 Filene’s stores acquired in 2009.

COMPANY-OWNED REAL ESTATE
Syms real estate
Source: Company filings, The Manual of Ideas analysis.

INVESTMENT HIGHLIGHTS

  • Owns real estate associated with 21 of 30 Syms-branded retail stores, with retail space of 1.2 million sq. ft, warehouse/office space of 350k sq. ft (including 19 acres of land) and other space of 391k sq. ft. The PP&E is carried at $96 million but is likely worth substantially more. One owned store is located in NYC, while the others are generally near highways in places with at least one million people.
  • Won bankruptcy auction for Filene’s in 2009, adding 23 leased stores and $315 million revenue (based on November 2009 quarter-end annualized revenue). Syms paid $39 million in cash, and also acquired $21 million of inventory, $30 million of store fixtures, and the Filene’s brand. Syms recorded a related $10 million bargain gain.
  • Retail concept: Sell brand-name apparel for less. Brands carried by Syms include Burberry, Ralph Lauren, Calvin Klein, and Tommy Hilfiger. Filene’s stores also offer “off-price” branded apparel and are located in similar markets (mostly in Eastern U.S.).
  • Received $30 million of insurance proceeds in December related to death of chairman Sy Syms. CEO Marcy Syms (57) has become chairman.
  • Pro-forma net cash of $8 million as of November 28, 2009 (includes $30 million insurance windfall).
  • Shares trade at 0.6x tangible book value and 0.2x enterprise value to pro forma trailing revenue.

INVESTMENT RISKS & CONCERNS

  • Syms-branded same store sales fell 10% in June-November of 2009. Despite revenue pressure, "clean" EBIT was $1+ million in FQ3 on revenue of $135 million, including full Filene’s contribution.
  • Controlled by the founding Syms family, which owns 56% of the company. While the passing of Sy Syms may lead to changes down the road, CEO Marcy Syms, who draws a $600,000+ base salary, appears firmly in charge and set to continue.
  • Competes against discount stores, specialty apparel stores, department stores and factory outlet stores, with few sources of competitive advantage.
  • Low returns on capital. Although the purchase of Filene’s leased stores lowers incremental capital intensity, capital remains tied up in owned property.

MAJOR HOLDERS
Syms family 56 % | Other insiders <1% | Franklin 10% | DFA 8% | Kahn Brothers 3% | Barington 2% | MFP 1%

VARIANT VIEW

Syms appears to be covered by only one sell-side analyst whose appears not to have adjusted his model to reflect the transformative Filene's deal, which closed last year. As a result of the lack of credible sell-side coverage and as a result of the company's small size, Syms may simply be overlooked by most investors. It would be easy at first glance to simply dismiss Syms as a sleepy retailer with corporate governance issues, without realizing that the company has huge real estate holdings relative to its market value.

We also believe that the recent passing of Syms founder Sy Syms may catalyze some changes that could benefit shareholder value over time. Of course, this is purely speculative at this point, but it wouldn't be the first time that the passing of a company founder leads to actions that allow his family members to monetize their equity stakes in the company.

Finally, the market does not appear to have digested Syms's opportunistic acquisition of certain assets of Filene's Basement as part of the latter's bankruptcy proceeding in 2009. Filene's is a strong brand in the off-price apparel retail segment, and Syms could benefit from the increased scale of operations. Syms's historical results do not yet show the anticipated contribution of Filene's Basement.

SELECTED OPERATING DATA
Syms financials
Source: Company filings, The Manual of Ideas analysis.

Disclosure: No positions.

Syms has been featured in recent issues of Downside Protection Report and Portfolio Manager's Review. Subscribers, please log into the members-only website to review additional information and analysis on Syms.

February 08, 2010

Predictably Clueless, Indianapolis Business Journal Article on Steak n Shake Misinforms, Stokes Fears About Biglari

Sardar Biglari Those of our readers who have followed the evolution of Steak n Shake (SNS) over the past couple of years know that the company has made huge strides in terms of stabilizing operations and creating value for shareholders. Whereas the previous management team almost ran Steak n Shake into the ground, new chairman Sardar Biglari quickly restored the company's fiscal health, ensuring that Steak n Shake will be around for a long time to come. Not least, Steak n Shake's stock price has enjoyed a renaissance of sorts after languishing for years under the old management.

Despite all the positives that Sardar Biglari's involvement has brought to Steak n Shake, the Indianapolis Business Journal (IBJ) has published an article that can hardly be described as anything other than a hatchet job. In the article, Cory Schouten writes:

"Biglari in June persuaded the board to transform Steak n Shake into a holding company for a diverse range of investments and give Biglari sole discretion over asset allocation. The board’s vote essentially allowed the hedge-fund owner to use the publicly traded company as a personal investment vehicle."

"The unanimous vote came after Biglari, the board chairman, managed to push out every board member unwilling to give him dictatorial authority over Steak n Shake despite his relatively modest ownership stake."

"Personal investment vehicle"? "Dictatorial authority"? This language might be more appropriately used to describe the state of Steak n Shake under previous management. Biglari's words -- and, more importantly, actions -- have made it clear that his paramount goal is maximizing long-term value for all Steak n Shake shareholders. Biglari's authority could be described as "dictatorial," but so could every CEO's authority. The question is whether such authority is used for the benefit or detriment of shareholders. In Biglari's case, the business results and stock price of Steak n Shake speak volumes.

The IBJ article also stokes fears about Steak n Shake relocating to Biglari's hometown of San Antonio, Texas, implying that jobs and capital investment might be lost in Indianapolis. We have no problem with a hometown paper looking out for its town, but in this case the IBJ is far off-base. Steak n Shake "The Restaurant Company" will continue to be based in Indianapolis. Meanwhile, Steak n Shake "The Holding Company" will operate out of San Antonio, Texas, likely with a very lean holding company staff.

The inability of organizations such as the IBJ to distinguish between Steak n Shake "The Restaurant Company" and Steak n Shake "The Holding Company" is precisely why Steak n Shake "The Holding Company" will be renamed Biglari Holdings. Listen up, confused IBJ readers: The restaurant business will continue to be called Steak n Shake.

The reader comments posted on the IBJ website show just how destructive it can be in the fast-paced online age when misleading or outright wrong information is spread by a supposedly authoritative voice. Writes IBJ reader Mike,

"This is an unexpected turn of events. I frequent Steak n Shake for many reasons, but mostly b/c of the local headquarters. I for one will not go as often (or ever) if most of the local corporate jobs are moved."

Adds IBJ reader Joe,

"when did we...decide to let sleazeball Iranian refugees (from the Shah's regime no less)purchase/own good 'ol 'Merkan companies and run 'em into the ground...my guess is his family has millions in Swiss bank accounts they've been living off of for years (used to work with one of these Iranian ex-pats years ago and had he was the sleaziest 'businessman' I ever met!)"

Another IBJ reader who calls himself Indy Observer takes a more lighthearted approach to spreading baseless rumors:

"Any truth to the rumor that the Steakburger is being renamed the Big Lari Burger?"

On second thought, that last one could actually catch on. Give it a few decades, by which time Biglari Holdings may well be another stock with a six-figure price tag and tens of thousands of happy shareholders attending each annual meeting. At that time, "Big Lari Burger" just may become a no-brainer name for a burger that will be enjoyed by droves of happy shareholders.

Disclosure: No position.

Turnabout is Fair Play: Guess Who Ran a Super Bowl Ad?

By Nadav Manham

I just blogged that Pepsi isn't running a Super Bowl ad.  But guess who just did?  Here's what the CEO had to say (here too).

Google Superbowl adWhy would this internet company decide to advertise on T.V.?  The opportunity cost relative to advertising on the internet is not high, as the company already gets a lot of free advertising there.  Plus the Super Bowl audience likely allows the company to reach more internet naifs/future users at lower cost than any other way of spending ad money.

It's also interesting that the product being advertised is in many ways the product that least needs it:  plain old search, which is a monopoly enjoys high market share. 

I really liked the ad; it was minimalist, easy to understand, and moving in a kind of mystical way--"look at the power of search technology to expand your knowledge and change your life."  Does anyone associate Yahoo search or Bing with any of that?  That's one component of the moat.

The author of this post is president of Elera Advisors LLC, an investment advisory company focused on value-oriented manager selection. Mr. Manham is a Manual of Ideas contributor and editor of The Investor's Consigliere. 

February 05, 2010

Bill Ackman's Presentation on Kraft (KFT)

The blog My Investing Notebook has posted Bill Ackman's presentation on Kraft (KFT), dated February 3rd. The slides provide a good overview of the businesses of Kraft and Cadbury. Ackman also shares a valuation analysis of the combined company, not surprisingly suggesting that the stock should earn a strong return over the next couple of years.

Kraft brands

While we like the presentation, we would take some of the assertions with a grain of salt, particularly Ackman's claims regarding merger synergies, potential margin expansion, and a "good" price paid for Cadbury.

Cadbury brands

Somehow investors always seem to believe there is room for margin expansion. Needless to say, margins don't always expand.

The following classic Buffett quotation may ultimately prove prescient with regard to Kraft/Cadbury: "In some mergers there truly are synergies - though often times the acquirer pays too much for them - but at other times the cost and revenue benefits that are projected prove illusory. Of one thing, however, be certain: if a CEO is enthused about a particularly foolish acquisition, both his internal staff and his outside advisors will come up with whatever projections are needed to justify his stance. Only in fairy tales are emperors told that they are naked."

February 04, 2010

Bruce Berkowitz on Sale of Pfizer (PFE)

In the following interview, Bruce Berkowitz of The Fairholme Fund discusses his recent sale of Pfizer, which had been Fairholme's largest holding through most of 2009.

Berkowitz also opines on the issue of tax rates in the pharmaceutical industry and says that effective tax rates have been too low for too long. The implication is that this could change, potentially depressing earnings -- or at least slowing earnings growth -- across the industry.

Finally, Berkowitz suggests that Fairholme is moving away from a defensive posture toward a more offensive stance in terms of picking investments. Underlying the more aggressive posture is Berkowitz's view that the financial crisis is essentially over and that we are now in recovery mode.

Bruce Berkowitz on Purchase of Citigroup (C) Common Stock

Bruce Berkowitz's Fairholme Fund (FAIRX) disclosed a new position in Citigroup in the annual report of The Fairholme Fund for the fiscal year ended November 30, 2009.

Bruce Berkowitz is one of more than 20 superinvestors regularly covered in Portfolio Manager's Review.

Bruce Berkowitz on CIT Group (CIT), Winthrop Realty Trust (FUR)

February 03, 2010

Sotheby's Auction a Winner as Sculpture Sells for £56 Million

L'Homme Qui Marche I on display at Sotheby's

The life-size bronze sculpture by Alberto Giacometti sold for £65 million at auction today in London. It took just eight minutes before an anonymous phone bidder placed the winning bid after the sculpture opened for bidding at £12m at Sotheby's (BID) auction house in London.

The sculpture now ranks as one of the most expensive works of art ever sold. For Sotheby's, today's Impressionist and Modern Art auction was a huge success, yielding a total of £147 million versus its pre-sale estimate of £69-102 million (before buyer's premium). Perhaps more than anything else, the auction proves that despite the economic crisis individual wealth is well and alive, if only limited to the few. It also proves the attractiveness of Sotheby's business model, which benefits from a duopolistic industry structure.

Portfolio Manager’s Review picked Sotheby's as one of the top three ideas in the July 2009 issue, which was entitled “Businesses with Pricing Power and Low Capital Intensity.”  Read our Sotheby's investment case.

Learn more about Portfolio Manager’s Review.

January 28, 2010

P&G CFO Moeller on Earnings, Outlook

Procter & Gamble CFO Jon Moeller discusses the company's quarterly results and outlook with CNBC's Becky Quick.

Eli Lilly CEO Lechleiter on Earnings, Outlook

Eli Lilly CEO John Lechleiter discusses the company's earnings and outlook with CNBC's Mike Huckman.

Deutsche Bank CEO Ackermann on Financial Regulation

"We will all be losers if governments clamp down on markets too zealously, according to Deutsche Bank CEO Josef Ackermann." (source: CNBC)

Aetna CEO on Health Care Reform

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Coca-Cola CEO: Consumers 'Reset' by Recession

"The global slowdown has caused a radical change in the way people buy and use products, but fast-moving consumer goods like Coca-Cola are less impacted by the change, Muhtar Kent, CEO of the Coca-Cola Company, told CNBC Thursday." (source: CNBC)

Morgan Stanley's John Mack on Compensation

Morgan Stanley CEO John Mack discusses his firm's new pay structure and more with CNBC's Becky Quick.

Vodafone: Market Valuation Ignores Verizon Wireless Stake

The latest issue of European Value Report, published on January 28th, highlights Vodafone logoVodafone (VOD) as a top monthly investment idea. Key excerpts are included below, but first let's look at David Einhorn's thesis on Vodafone, as laid out in Greenlight Capiital's Q4 2009 letter to investors:

"VOD is a U.K. based wireless operator with over 300 million subscribers worldwide and a market capitalization of £73 billion. The Partnerships established their position in VOD at an average cost of £1.38 per share. VOD's core consolidated operations in Europe, Asia, the Middle East, and Africa already generate in excess of an 8% equity free cash flow yield and support a near 6% dividend yield for shareholders. This does not count any value of VOD's most significant asset, a 45% ownership in Verizon Wireless, the #1 US cellular operator. Vodafone does not consolidate Verizon Wireless and, as a result, sell-side analysts seem to ignore its significant value. VOD currently does not receive a dividend from Verizon Wireless which we believe has led to the market implicitly ignoring its value, despite significant growth in revenue, EBITDA, and cash flow. We believe that Verizon Communications (VZ), which owns the other 55%, will need continued access to the cash flow from Verizon Wireless, and will therefore restore the dividend to VOD or work on an extraordinary transaction. Currently Verizon Wireless's cash flow is being used to repay inter-company debt to VZ. However, this debt will be fully repaid by mid-2010, at which point we expect VZ will need to act. We believe that any changes that reveal the value of VOD's Verizon Wireless stake will force the market to re-rate VOD shares. In the meantime, we collect a nice dividend. Ascribing a reasonable valuation to Verizon Wireless and VOD's other unconsolidated assets, we estimate that VOD trades at less than 3x estimated 2010 EBITDA, versus in excess of 5x for the peer group average in Europe."

The following is an overview of Vodafone, excerpted from European Value Report:

Vodafone provides wireless communications services worldwide. The company had 303 million consolidated subscribers and 323 million proportionate subscribers at September 30, 2009. Non-consolidated operations include a 45% stake in Verizon Wireless, and stakes in China Mobile, Bharti Airtel and SFR. Minority interests are mainly attributable to Vodafone Essar and Vodacom.

Selected Operating Data
Vodafone Operating Data

We start our approach to valuing Vodafone by recognizing the significant value inherent in its Verizon Wireless stake. The first table below shows estimated values of Vodafone’s 45% equity stake in Verizon Wireless based on a range of EBITDA multiples applied to Verizon Wireless’ calendar 2009 EBITDA.

Our next step is to value the rest of Vodafone’s operations. We are guided by a simple observation: the current Vodafone dividend yield of 5.8% is supported by a 6%+ FCF yield based on cash flows excluding Verizon Wireless (to be conservative, we include purchases of network licenses in the calculation of free cash flow and do not reduce cash taxes paid by Vodafone for amounts attributable to Verizon Wireless pass-through tax payments). As these cash flows are diversified geographically and likely to grow over time (>60% of consolidated subscribers are in emerging markets), an investor can make a fair return from these “non-Verizon Wireless” cash flows when buying Vodafone shares at the current price.

In summary we add the estimated value of Vodafone's 45% stake in Verizon Wireless and the estimated equity value of the rest of Vodafone, i.e. the current stock price, to arrive at a fair value for all of Vodafone operations of £1.85 to £2.11.

Summary Valuation Analysis
Vodafone Verizon Wireless valuation analysis

Disclosure: No positions.

Learn more about European Value Report.

January 24, 2010

GEICO May Soon Surpass Progressive's Market Share

By Ravi Nagarajan

Flo and the GeckoIt’s war on the television screen.  On one side you have GEICO’s Gecko and the famously maligned Caveman.  On the other side is Flo, the hyper enthusiastic Progressive sales clerk.  It’s hard to escape these characters during sporting events or prime time as they try to win market share through a combination of amusing brand building characters and claims of lower prices.

Which company is gaining the upper hand?

GEICO is a subsidiary of Berkshire Hathaway and investors can monitor the company’s progress through Berkshire’s quarterly financial statements.  Progressive is a publicly traded company where one can gain greater insights into financial results through monthly financial releases.

Last year, we presented a ten year comparison between GEICO and Progressive to see if any trends could be identified regarding underwriting results or market share.  (Note:  Since underwriting results and investment results should be evaluated separately, we focused only on underwriting results.)

From this study, we could see that over the ten year period GEICO generally had a slightly higher growth rate in premiums earned, a higher loss ratio, and a significantly lower expense ratio.  This led to the observation that GEICO has been able to gain market share in recent years by offering lower premiums (leading to higher loss ratios) while maintaining higher underwriting profitability over the past few years due to tight controls on expenses, as reflected in the lower expense ratio.

2009 Results

GEICO

Since Berkshire Hathaway’s annual report has not been released yet, we only have GEICO’s results through the first nine months of the year based on Berkshire’s Q3 report. GEICO had $10,103 million in net premiums earned, which is up 9% from the first nine months of 2008.  The loss ratio was 77.2 and the expense ratio was 18.3 which results in a combined ratio of 95.5.  Pre-tax underwriting profits for the first nine months of 2009 came in at $459 million.

Progressive

Progressive recently published financial results for December which also includes figures for the full year.  The company reported $14,012.8 million in net premiums earned, which is up almost 3% from 2008.  The loss ratio for the year was 70.7 and the expense ratio was 20.9 for a combined ratio of 91.6.  Pre-tax underwriting profits came in at $1,175.6 million for the year.

For comparative purposes, for the first nine months of the year we can examine Progressive’s results for September.  The company reported $10,293.4 million in net premiums earned, a loss ratio of 70.5, an expense ratio of 21.1, and a combined ratio of 91.6 for the first nine months of 2009.  Pre-tax underwriting profits for the first nine months of 2009 came in at $859.6 million.

GEICO Aims for Market Share

From looking at the data presented above, it would appear that GEICO has made a decision to take a more aggressive stance on pricing which has resulted in increasing market share but at the expense of a higher loss ratio.  For the first three quarters of 2009, GEICO nearly matched Progressive in terms of premiums earned and was growing premiums at a much faster rate than Progressive.

The higher loss ratio would suggest that GEICO is competing on price.  In addition, GEICO’s expense ratio for the first nine months of 2009 was 18.3 compared to 17.9 for 2008 which could indicate a more aggressive advertising strategy.

While we will not know for certain until Berkshire Hathaway publishes the 2009 annual report next month, it looks likely that GEICO may surpass Progressive in terms of net premiums earned for 2009 if the trends established during the first nine months of the year persisted into the fourth quarter.

The price of gaining this market share is a lower level of profitability compared to Progressive, at least in the short run.  However, since insurance is a product that has high switching costs given the hassle involved in changing insurance companies, GEICO may be able to retain the gains in market share even if they become slightly less aggressive on pricing going forward.  Generally, consumers are not going to be motivated to change auto insurance companies unless the savings is more than trivial.

Most Effective Ad Campaign?

So who is more effective:  Flo or the Gecko?  Take our poll and register your opinion.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway. No position in Progressive.

January 22, 2010

Learning From Lone Star's Acquisition of Lodgian (LGN)

The December issue of Portfolio Manager's Review, entitled "2009 Losers, 2010 Winners?," listed 100 noteworthy losers in 2009, profiled and analyzed 18 companies, and highlighted five companies as the Top 5 ideas among 2009 losers. Included in the Top 5 was hotel owner and operator Lodgian (LGN), which today agreed to be acquired by Lone Star Funds at a 67% premium to an average of recent closing prices.

Lodgian logoWhile we are certainly pleased that our subscribers had an opportunity to profit from this unique idea in a very short period of time, we are also interested in taking a closer look at how this profit opportunity came about. We came across micro cap company Lodgian as a result of one of our value-oriented screens and were quickly intrigued by the non-recourse nature of the company's hotel mortgage debt. Here is what we wrote about Lodgian in the Editor's Commentary of the December issue of Portfolio Manager's Review:

Lodgian (LGN) owns and operates hotel real estate, representing one of the cheapest ways of buying into a portfolio of hotel properties financed by non-recourse debt. The market valuation of Lodgian implies imminent bankruptcy. However, based on the non-recourse nature of the hotel mortgage debt, Lodgian can escape bankruptcy by offloading unprofitable hotels on the lenders—if the latter are unable or unwilling to modify terms to Lodgian’s satisfaction. This creates an opportunity for investors, as enterprise value is low relative to normalized earnings and asset value. A prerequisite to future value creation, however, is successful extension of debt maturities, mainly related to Goldman Sachs and IXIS. We note a potentially active shareholder base including Oaktree and Blackstone. Overall, for investors who do not require much trading liquidity and can wait for real estate and hospitality markets to recover, Lodgian could deliver strong long-term returns.

Notice our focus on "long-term" returns -- while we considered Lodgian too cheap and too attractively financed to ignore, there was simply no catalyst in sight to near-term value realization. Many investment managers, even value-oriented investors, often shy away from companies that do not have a visible catalyst. Unfortunately, at least in the case of Lodgian, this can prove to be a mistake. If a company is dramatically undervalued and has properly incentivized management or a shareholder base that can exert the right kind of influence over management, a value-unlocking event may occur much faster than investors assume.

Another argument that might have been made against investing in Lodgian would have had to do with the state of the real estate market and the hospitality industry. An investor might have said, "I understand Lodgian is dramatically undervalued based on the assets it owns, but it will take a long time for its markets to recover." This is another mistake often made by investors: Simply because certain fundamentals may take a while to recover, it doesn't mean the stock price will take just as long to recover. After all, today's stock prices are meant to reflect all future net cash flows, discounted at an appropriate rate. So, if Lodgian was dirt cheap even after assuming that cash flows won't recover for a while, and even after applying a conservative discount rate, then why wait? Someone -- in this case Lone Star Funds -- may have the guts to buy the asset today, knowing that it is likely to deliver a strong return over a multi-year period. By not acting on a clearly undervalued asset, investors leave themselves open to being "usurped" by someone who arrives to the party late but is more decisive in claiming the obvious bargain on the table.

Click here to read our profile of Lodgian, as presented in the December issue of Portfolio Manager's Review. Read today's Lodgian acquisition announcement.

Download a sample issue of Portfolio Manager's Review. Subscribe and gain immediate access to the latest monthly report, entitled "Top 10 Ideas For 2010."

January 21, 2010

Larry Coats and Mohnish Pabrai Comment on Berkshire Hathaway (CNBC interview video)

(Thanks to Value Investing World for the link.)

General Re Settlement in AIG Case Closes Difficult Chapter

By Ravi Nagarajan

General Re, a Berkshire Hathaway subsidiary, has reached a $92 million settlement with the federal government which will allow the firm to avoid prosecution for its role in an accounting fraud involving AIG.  The Wall Street Journal reports that the settlement also includes corporate governance changes that will require Berkshire Hathaway’s Chief Financial Officer to attend meetings of General Re’s audit committee and mandates that General Re appoint an independent director.

The terms of the settlement call for General Re to pay $60.5 million toward restitution for investors who suffered losses in the AIG fraud, $12.2 million to settle the charges with the Securities and Exchange Commission, and $19.5 million to the U.S. Postal Inspection service.

Troubled History

Berkshire Hathaway’s acquisition of General Re in 1998 ran into difficulties almost immediately when underwriting standards proved to be inadequate and large losses ensued.  The September 11, 2001 terrorist attacks demonstrated continued underwriting weakness at the company which Warren Buffett discussed in his 2001 annual letter to shareholders.  Berkshire also inherited General Re’s problematic derivatives book which took years to wind down at a significant loss, as described in Mr. Buffett’s 2002 annual letter to shareholders where he famously referred to derivatives as “financial weapons of mass destruction.”  It should be noted that underwriting issues at General Re appear to be fixed based on results in recent years and the company does provide a large amount of float for Mr. Buffett to invest.

Beyond the financial troubles at General Re, the most troubling aspect has been the serious risks to Berkshire’s reputation based on the alleged impropriety surrounding AIG.  A number of General Re executives were implicated in the case and there were some convictions as well.  All companies depend on their reputation to varying degrees, but none as much as Berkshire Hathaway.  Berkshire’s sterling reputation has enriched shareholders over the years by making it possible to acquire companies whose founders weigh such matters very highly.  Now that the AIG matter is settled, Berkshire and General Re can move past this unfortunate chapter.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway.

January 20, 2010

Bill Ackman Discusses Kraft Stake (CNBC interview video)

Bill Ackman of Pershing Square went on the air right before Warren Buffett this morning. Quite interesting that Ackman appears to have misread Buffett's views on the Kraft deal for Cadbury. Watch Ackman's comments first and then scroll down to the Buffett interview in our next article. The juxtaposition is fascinating.

Part One of Bill Ackman Interview:

Part Two of Bill Ackman Interview:

Buffett “Feels Poorer” Based on Terms of Cadbury Deal (CNBC interview video)

By Ravi Nagarajan

CadburyIf Kraft CEO Irene Rosenfeld was hoping for a public vote of confidence from Warren Buffett, she is surely disappointed this morning.  Perhaps not surprisingly based on his unusual public criticism of Kraft on January 5, Mr. Buffett says that he “feels poorer” in light of Kraft’s richer bid for Cadbury and he disagrees with the decision to shed a highly profitable frozen pizza business to provide funding for the deal.

The statement today in a CNBC interview prior the special meeting of Berkshire Hathaway shareholders clearly refutes yesterday’s Wall Street Journal article which cited an unnamed source within Kraft who indicated that Mr. Buffett was “totally supportive” of the new terms.

Mr. Buffett also comments on a number of topics including the Obama Administration’s proposed bank tax, stating that he does not believe that banks are making “obscene profits” and companies that have already repaid TARP funds should not be forced to effectively pay for bailouts at Fannie Mae and Freddie Mac.

Other topics covered include the Berkshire Hathaway Class B stock split, Wells Fargo’s results, executive compensation, and Ben Bernanke’s prospects for a second term as Federal Reserve Chairman.  In addition, Mr. Buffett is not planning to increase Berkshire’s stake in Posco at this time and indicated that reports yesterday to the contrary may have been due to a misunderstanding with Posco’s CEO due to language translation.

CNBC Interview: Part One

CNBC Interview:  Part Two

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway.

Buffett on Berkshire’s Valuation: It’s at the Low End

By Ravi Nagarajan

Longtime shareholders of Berkshire Hathaway know that Warren Buffett hardly ever comments directly on his assessment of the company’s intrinsic value.  In an interview with Bloomberg at today’s special meeting of shareholders, Mr. Buffett made an exception to his usual silence on the matter when he was asked about issuing shares of Berkshire to pay for part of the Burlington Northern transaction.

The question of whether the bid for Burlington sends any signals regarding Mr. Buffett’s views on Berkshire’s intrinsic value has been discussed here shortly after the transaction announcement in November and again after the proxy statement was released in December.

Here are excerpts from the interview:

You have no problem issuing shares if your stock is fully valued.  I think our stock actually, measured against book value which many people do and is not a crazy way to measure it, it’s at the low end … so I hate issuing shares.  And if I’m paying $100 a share to Burlington shareholders, it’s costing our shareholders more than $100 which I will explain to them in the annual report, because we’re using shares I don’t want to use.

Now, this deal still makes sense in our view.  I mean, we talk about this extensively at the Board.  But we value Berkshire [shares] that we’re giving out at what we think Berkshire is worth.  Unfortunately the Burlington shareholder is going to value it at the market, so we have to give them $100 worth.  Weighing all of that, we like the deal.  But we don’t salivate over it.  I mean, it was close.  We wouldn’t have issued any more shares than we’re doing.

To view the interview, click on the image displayed below or on this link.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway.

David Sokol of Berkshire Subsidiary NetJets Comments on Business Trends and Outlook

January 19, 2010

Will Buffett Boost Posco Stake?

By Ravi Nagarajan

PoscoAccording to a Bloomberg article, Warren Buffett may be interested in increasing Berkshire Hathaway’s stake in Posco, a South Korean steelmaker. Posco cited Mr. Buffett as saying that he “should have bought more Posco shares when the stock price dropped during the economic crisis.”  According to Bloomberg, Mr. Buffett met with Posco CEO Chung Joon Yang in Omaha yesterday.  Mr. Buffett has not commented on the meeting.

Here is a brief except from the article regarding prospects for Posco this year:

World steel demand will rise 10 percent this year, Posco said last week when it announced a 77 percent jump in fourth- quarter profit and plans to push ahead with $30 billion of overseas expansion. Buffett, 79, may have a paper profit of more than $1.3 billion in his Posco holding, first disclosed in 2007.

“From the point of view of Buffett, there may be few steel stocks to buy in Asia,” said Chang In Whan, president of KTB Asset Management Co. in Seoul, which manages the equivalent of $8.9 billion in assets. “I’m sure Posco will acquire companies this year, which will help it secure growth in size as well as in efficiency.”

Berkshire held 3,947,554 shares of Posco on December 31, 2008 which represented a 5.2% stake in the company.  Berkshire did not report updates on positions in securities traded on foreign exchanges in quarterly 10-Q reports or in 13-F filings during 2009.

The price of Posco stock has increased from 380,000 Won on 12/31/2008 to 604,000 today while the U.S. Dollar has weakened from 1262 Won/USD on 12/31/2008 to 1124.61 Won/USD as of yesterday.  This would indicate that the value of Berkshire’s holdings in Posco has appreciated from $1.191 billion on 12/31/08 to approximately $2.12 billion today.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway.

Sokol Expects Profitable Year for NetJets

By Ravi Nagarajan

ISokol at NetJetsn a recent interview with The Columbus Dispatch, NetJets Chairman and CEO David Sokol predicts that the company will be profitable this year and no further staffing reductions will be required “barring any major shifts in the global economy.”  In November, Mr. Sokol made positive comments about prospects for NetJets in 2010 and stated that a break-even year would be likely. Since taking over at NetJets last August, Mr. Sokol has made a number of management changes and has imposed budget discipline designed to trim costs.  NetJets is a subsidiary of Berkshire Hathaway.

2009 Loss:  $720 million

The Columbus Dispatch article states that NetJets posted a $720 million loss for 2009 with the majority of the loss resulting from aircraft write-downs.  Through the end of the third quarter, NetJets had reported a $531 million pre-tax loss of which $436 million was attributed to asset writedowns and downsizing costs.  NetJets was profitable on an operating basis for the last two months of 2009 according to Mr. Sokol.

Potential Acquisitions

The article also states that Mr. Sokol has been approached by a number of smaller competitors that may be interested in selling their businesses to NetJets.  However, only one potential deal is in the pipeline at this time.  The company is not interested in taking on additional debt for large acquisitions and instead is planning to reduce debt by $300 million in 2010.

The Political Factor

One clear headwind for NetJets going forward involves a growing populist sentiment against private aviation.  No intelligent executive in today’s political climate would dream of taking a private plane to Washington D.C. if called to testify before a Congressional committee.  However, the problem extends beyond symbolism.

Populist sentiment is increasing in general and the fractional aviation industry must do a better job of communicating the tangible economic benefits associated with their product.  It is likely that populist sentiment will recede once the benefits of the current economic recovery are more widely spread through the country.  Until then, this is an additional negative factor for the industry in general.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway.

January 16, 2010

Hershey’s Potential Bid for Cadbury Involves Buffett’s Favorite Banker

By Ravi Nagarajan

The Financial Times reports that Hershey is getting closer to finalizing the terms of a counter-bid to Kraft’s hostile £10.4 billion bid for Cadbury.  The war of words between Kraft and Cadbury has escalated in recent days as Cadbury’s management ratchets up the rhetoric regarding Kraft’s “conglomerate” model being an unattractive fit for Cadbury.  Warren Buffett’s recent comments regarding Kraft seeking a “blank check” for the purchase only dimmed prospects for the acquisition even further.

Cadbury logoThe problem for Hershey has been the possibility that an acquisition of Cadbury would require taking on significant debt and could impact the company’s investment grade credit rating.  In order to reduce the amount of debt required, Hershey has authorized Byron Trott to seek private equity investors to participate in the deal.

Mr. Trott is a former Goldman Sachs banker who now runs his own firm.  He is also known as Warren Buffett’s favorite banker.  Berkshire Hathaway reportedly made an investment in Mr. Trott’s new firm when he set it up last year.

It seems highly unlikely that Berkshire Hathaway would participate in the planned equity raise for a Cadbury bid given the company’s investment in Kraft and Mr. Buffett’s high profile comments regarding the transaction.  Nevertheless, for those who enjoy following corporate board room dramas, it looks like we are in for at least a few more chapters before the story on Cadbury’s future is complete.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. The author owns shares of Berkshire Hathaway.

AOL/Time Warner Post-Mortem

By Nadav Manham

In the New York Times.  Ten years later, the main players look back.AOL Time Warner logo  So do I, and here is what I conclude:

1)  Steve Case is not allowed to say this but merging with Time Warner was a great move for AOL shareholders.  In hindsight those shareholders should have sold their AOL shares at the pre-merger top but Case had a fiduciary duty to whoever would have bought them.  Case did the next best thing: he took a super-inflated currency and on behalf of his shareholders used to to but something pretty substantial.  Had AOL stayed independent, it would be worth zero today.

2)  On the other side of the deal, those who exchanged something substantial for AOL's super-inflated currency . . . do not belong on the BMMT Dream Team. 

3)  I've never heard so many flaky and fake-mystical justifications for the massive reallocation of other people's capital: 

"Unleash immense possibilities for economic growth, human understanding, and creative expression"

"vision of of how to combine AOL with a more traditional company in creating what at the time was going to be perceived as a company of the future."

"philosophically people were beginning to understand that the digital world was a transformational universe."

I guess it was not good enough to simply say "This merger will increase the per-share intrinsic value of the company."

4)  I adore Ted Turner; he's one of my favorite entrepreneurs and philanthropists and I love Ted's Montana Grill and everything.  But when it comes to cold-eyed calculation of the investment merits of a deal, I must say his former arch-enemy (and current Dream Team Member) Rupert Murdoch has him beat.  

5)  A little armchair psychoanalysis: Each member of BMMT Capital Partners (with the possible exception of the Thomson family, which I know less about) has deliberately set himself up outside the New York-based Establishment.  One of them lives in Omaha and hates to leave.  Another one lives the lone cowboy/lone sailor life in Colorado and Maine.  The third is a proud conservative among liberals.  I speculate that this set-up is not unrelated to their ability not to get caught up in the kind of mass hysteria that led to the Time Warner-AOL merger. 

AOL Time Warner Stock PriceUpdate:  I forgot the most important part, the part about moats.  Much of the futurology that went on surrounding the merger was right-on.  Here is the FT:  "The future they have glimpsed is one in which consumers and employers live in a permanently connected world.  Broadband communication networks would pipe all manner of information and entertainment to television sets, personal computers and other appliances not yet imagined.  Ubiquitous wireless gadgets would make it possible to work, communicate and be entertained from anywhere . . ."  Not a bad prediction.  But it's one thing to predict the future in business, and its another thing to predict the incidence of that future on the relevant participants.  In other words, who gets to make money from this future we're all envisioning?  Who is going to have a moat?  That was the main missing ingredient--no one ever asked "Does our merger partner have a moat?  Will it be able to make money from the future?"

The author of this post is president of Elera Advisors LLC, an investment advisory company focused on value-oriented manager selection. Mr. Manham is a Manual of Ideas contributor and editor of The Investor's Consigliere.

The Sack of Dulles, Virginia: How AOL's Moat was Breached and Why Time Warner Should Have Seen it Coming

Steve Case, Gerry LevinBy Nadav Manham

More on the AOL Time Warner merger, which this book described as "the con of the century."  Ouch.  Hindsight is 20/20, and it's easy to forget that much conventional wisdom celebrated the merger when it was announced.  But if you examine the facts on the ground at the time in the context of certain unbreakable laws of business economics, as they were known to the participants at the time, it's difficult to escape the conclusion that the AOL Time Warner merger was . . . the con of the century.  Specifically, Time Warner's decision to  give half of itself away in exchange for half of AOL was unjustifiable even in those heady days.

Only two things could have possibly justified Time Warner's decision.  The first is that there were enough merger-related synergies, either marginal revenues that only a merger could bring about and/or marginal cost cuts that only a merger could enable.  The AOL Time Warner crew trumpeted total potential EBITDA synergies of $1 billion, which no one should have believed.  AOL's total EBITDA at the time was $1.8 billion; it was more than a stretch to believe that number could nearly double just by joining the Time Warner family.  If you want to read more, check out "The Curse of the Mogul." 

The second thing is that AOL was actually worth what Time Warner gave up for it.  What was the ex ante probability that that was true? 

    a) Time Warner was technically acquired at a 71% premium to its market price--if you invert the math you can also say that Time Warner bought AOL at a 42% discount to its market price. 

    b) AOL's stock closed at $73.75 on the eve of the merger announcement.  With about 2.61 billion diluted shares outstanding, that means it had a merger-day market cap of $192.5 billion.

   c)  AOL's EBITDA for the FY ended 6/30/2000 was about $1.8 billion.  Give the company the benefit of the doubt and assume that EBITDA is a useful proxy for the cash generating ability of the business--it works out to 26% margins on FY 2000 revenue of $6.886 billion.  That's a good business. 

   d)  $192.5 billion divided by $1.8 billion equals 107.  AOL was trading for 107 times that year's cash flow when it merged.  Time Warner paid a 42% discount, so it paid a multiple of 62 times that years' cash flow for AOL. 

Under what circumstances is it justified to pay 62 times cash flows for a business?  Only when the future cash flows of that business are so high as to justify it.  Did Time Warner have reason to believe this when it decided to give half of itself away?  Consider the following:

   i)  Just on general capitalist principle, it's extremely rare that a large public company ever grows into a cash flow multiple of 62 times.  There is a chart on page 107 of my edition of "Stocks for the Long Run" that shows the "warranted P/E ratio" of each of the legendary Nifty Fifty stocks of 1972, those companies widely considered the best companies in the world.  "Warranted P/E ratio" is defined as: that P/E ratio that would have produced a total return from 1972-1997 equal to the 1972-1999 returns of the S&P as a whole.  In other words, "warranted P/E ratio" answers the question "How much should an investor have paid, as a multiple of that year's earnings, for a stock, given its subsequent earnings growth?"  Of the entire Nifty 50, only three had a warranted P/E ratio above 62 times.  One sold water flavored with sugar, caffeine, and some other stuff listed in a bank vault in Atlanta.  One sold little sticks of tobacco that happened to be addictive.  And the third sold pharmaceutical drugs.  Everyone else came up short.  It's extremely rare for a public company to grow into a cash flow multiple of 62 times.

  ii)  Just on general human nature principle, it's extremely rare that when someone comes to you and offers to sell his company to you for the "bargain price" of 62 times cash flow, that you are in fact getting a bargain.  "Why come to me?  What have I done to deserve such generosity?" is the better response.

 iii)  The only way to be one of the extremely rare companies that can grow into a 62x multiple is to have a really really good moat in a growing industry, and the former is more important than the latter.  That AOL was in a fast-growing industry was true.  That it had a really really good moat was less true.

Let's examine the state of AOL's moat as of January 2000.  Think back to the supply chain that allowed a layperson like me to access this new thing called the internet:

1)  First I turn on my computer.  More than likely this computer was a PC running Microsoft Windows.

2)  I click on the "dial in to AOL" button, which triggers my modem to dial a telephone number and make that noise we all remember.

3)  On my screen appears "Welcome to AOL" and "You've Got Mail!" and off I go.  There are many many web pages owned by AOL, and I spend my entire session on them, looking at AOL-sold advertisements in the process.

Who did I pay along the way?  I paid something to Microsoft when I bought my PC, for access to its operating system.  I paid something every month for the use of the phone line that my modem used.  Then I paid AOL a monthly subscription for its very user-friendly way of accessing the internet, and for its very fun and informative and user-friendly web pages it directed me to.  As a bonus, a bunch of advertisers paid AOL to show their ads on its virtual real estate that I viewed.  These advertisers paid a lot of money to AOL because the internet was new and exciting, and because AOL had all these customers seemingly locked in.  It was a "walled garden," and in fact the AOL Time Warner merger even drew scrutiny from antitrust authorities and experts like Lawrence Lessig because they thought that with the addition of all the Time Warner online content the new company would be even more of a walled garden, favoring its own sites over non-AOL and non-Time Warner sites.

That was how I and many others accessed the new thing called the Internet circa January 2000.  AOL had two moats: it was a toll bridge that charged consumers about $20/month for its user-friendly way of getting on the internet.  And it was a toll bridge that charged advertisers for the privilege of selling stuff to its 23 million subscribers.

Now I have a confession to make.  I've been fibbing a little.  That was not how I accessed this new thing called the internet circa 2000, which, it's important to note, wasn't so new by then.  It was how my mother accessed the internet circa 2000.  I, on the other hand, was a senior in college by then.  Here is how I accessed the internet.  See if it sounds familiar:

1)  First I turned on my computer.  This computer was a PC running Windows, an operating system I paid Microsoft for up front when I bought my computer.   I also paid Microsoft up front for the operating system when I bought a new computer in 2007.  And I'll probably pay them a little when I buy my next computer.  Something tells me you will too.  As this guy might say:  "That's not a moat . . . THAT's a moat."

2)  I didn't need AOL at all to help me access the internet, nor did I need a phone line.  My college had wired my dorm with ethernet, so I just plugged my computer into the ethernet jack.  I didn't click an AOL button either because by that time my Windows operating system had a button that allowed me to open a browser called Internet Explorer.  The browser allowed me to get right on the internet with no problem and no AOL.  And it was free to use--actually it was bundled into the upfront cost of my operating system, but I didn't pay much attention to that at the time.  Microsoft fought something called a "Browser War" for the right to bundle its browser with its operating system.  It won that war: by the time of the AOL Time Warner merger it had a browser market share of 80% and growing, up from approximately zero in 1996. 

3)  When I finally reached the internet, I had very little interest in AOL's websites or email.  I had my own email address by then, and by then there were maybe a billion web sites that were not owned by AOL or Time Warner.  I cared about investing, so I spent a lot of time on Yahoo! Finance.  I cared about my college, so I spent a lot of time on my college's web site.  I cared about fitness, so I spent a lot of time on the web sites of a few gurus who knew how to build web sites from their basements using something called HTML.  I cared a lot about sex, so . . . never mind.  The point is, by the year 2000 you could spend the entire day surfing the internet without ever encountering one AOL web site.  And the growth of non-AOL web sites was expotential.  So exponential, in fact, that a bunch of people were already trying to figure out how to help organize it all.  One team, two Stanford graduate students named Larry and Sergei, had just six months before managed to attract $25 million of venture capital.  And advertisers were paying attention.  With every passing month AOL's advertising real estate diminished as a percentage of the total advertising real estate available.  As far as I was concerned, AOL's moat was non-existent.

Again, hindsight is always 20/20, but Time Warner really had no excuse for assuming AOL's moat would continue:

1)  As a general rule, technology that's easy for college students to use eventually becomes easy for their mothers to use.

2) Time Warner could have and should have known that non-AOL and non-Time Warner advertising real estate was growing exponentially, which would inevitably diminish the value of its own real estate.

3)  Most importantly, and most inexcusably, the seeds of AOL's eventual moat destruction were being sown . . . within Time Warner itself!  Time Warner Cable was hard at work upgrading its systems to allow always-on broadband connectivity to the internet.  It had a new service called Road Runner that was dedicated to providing faster and more reliable online access, a superior product to telephone modems. 

Then as now, a very bad deal.

The author of this post is president of Elera Advisors LLC, an investment advisory company focused on value-oriented manager selection. Mr. Manham is a Manual of Ideas contributor and editor of The Investor's Consigliere.

January 09, 2010

Matt Darrah's Investment Case For Corporate Executive Board (EXBD)

We are pleased to announce a partnership with value investor Matt Darrah of MD Capital Management, whereby The Ideas Report For Serious Investors will occasionally publish Matt's thesis on his best investment ideas. Matt writes a FREE investment newsletter we highly recommend -- email Matt to subscribe. Corporate Executive Board logo

The following is Matt's recent write-up on Corporate Executive Board (EXBD).

Executive Summary

  • Negative Invested Capital Business: (1) The Company operates a subscription business model where customers pay for a full year of a program at the beginning of the year, but the Company is able to pay its suppliers over time. (2) The Company’s extensive historically database of information acts as a barrier to new entrants, and will help the Company maintain its current level of pre-tax cash flow over a long periods of time.
  • Management Team Focused on Delivering Value to Shareholders: Management consistently distributes nearly all free cash flow to shareholders through share buybacks and dividends.
  • Attractive Valuation: (1) Recent stock price implies a 15% normalized free cash flow yield. (2) The Company’s expected earnings decline in 2010 concerns the Market.

Is Corporate Executive Board a Good Company?

Corporate Executive Board Co. (“EXBD” or the “Company”) provides benchmarking data regarding corporate best practices to business executives and professionals worldwide. Approximately 70% of sales are generated in the United States. The Company distributes its information through various case study profiles, executive forums where executives meet to discuss their issues, and benchmarking datasets. For instance, the CFO of a Coca-Cola might subscribe to the CFO Executive Board and/or the Finance Leadership Board. If the CFO wanted to determine the optimal organizational structure for his accounts receivable department, he could review (i) a case study profile of another company that has a top performing AR department, (ii) review EXBD’s organizational structure database, or (iii) discuss with other executives in the network. Customers provide information about their company’s best practices in exchange for receiving the benchmarking data and best practices from other EXBD customers. EXBD was founded in 1979, and is headquartered in Arlington, VA.

Historically, the Company’s customers bought increasing amounts of benchmarking data by subscribing to more programs in order to ensure that their firms were at the forefront of their industries. However, the recent recession forced many executives to reduce expenditures, and thus the Company is expected to experience a 23% revenue decline in 2009. The fact that 25% of the Company’s revenues are generated from customers in the financial services industry exacerbated this decline. Since the Company’s customers pay in advance, EXBD can fairly accurately forecast revenue growth and declines. The primary predictor of future revenue is “Contract Value”, which represents the annualized revenue that results from the current subscriptions in place. As an example, let’s say one of EXBD’s programs has 100 subscribers priced at $40,000 per subscription. The Contract Value would equal $4MM for that particular program. Contract Value has continued to decline throughout 2009, as customers continue to cut cost, but the rate of decline is slowing. This decline in contract value means that 2010 revenues will likely decline again. However, based on the slowing rate of decline and customer calls, I believe that revenue growth will return in 2011, allowing the Company to generate a more typical amount of free cash flow.

Matt Darrah on EXBD 

The Company obtains the information it publishes from its customers. The fact that EXBD operates the largest network of companies providing benchmarking data to each other provides another barrier to new entrants, as a new competitor would need to replicate the Company’s expansive network, which includes 80% of the Fortune 500 (largest 500 companies in the U.S.). As of December 31, 2008, the Company employed approximately ~2,430 people, none of which belong to unions. The Company spends capital expenditures on replacing/modernizing information technology (few growth related capital expenditures necessary).

The Company has consistently operated with negative capital requirements, as the Company operates a subscription business model where customers pay in advance for a year long service, but pays vendors over longer, commercially standard terms. Further, the Company requires little infrastructure to provide its service, except for information technology.

Below I will discuss the factors that will allow the Company to continue earning at least its current level of free cash flow over long periods of time. Note that the economic slowdown has materially impacted free cash flows, but prior to the recession, free cash flow did not fluctuated much historically.

The corporate best practices benchmarking industry that distributes information like EXBD is characterized by limited price competition and two major firms, Corporate Executive Board and Advisory Board Company. Consulting firms also provide similar benchmarking data, but only when being used for a project. Thus, EXBD’s data is typically used when a consulting project is unnecessary or prior to engaging a consultant to obtain benchmarking data in a more cost effective manner. The market possesses high barriers to entry with no new companies entering the market since the 1979 due to the difficulty of replicating the historical results of surveys conducted to obtain benchmarking data and the extensive networks developed by incumbent industry participants. The Company owns data regarding best practices dating back to 1979 (its inception), which no new entrant can replicate. The Company has developed over 300,000 corporate best practices, 1,500 benchmarking datasets, and 11,500 analytical tools. The Company’s only major competitor focuses on the healthcare segment, so direct competition on price is limited. Historically, the Company has grown by successfully cross selling other EXBD products into an existing customer’s organization. For instance, a customer’s finance department may subscribe to the Finance Leadership Board, and after having success encouraged the marketing department to
subscribe to the Marketing Leadership Council. The Company incurs little additional cost when selling a program to one more incremental customer, because the cost of developing a program is fixed. Thus, every new subscription the Company sells is very profitable. While the Company counts approximately 80% of the Fortune 500 as customers, a very large untapped addressable market of smaller, mid-sized business exists. Thus, not only does the Company possess a moat with regard to its existing customers, but also has strong growth opportunities.

Risks to Cash Flows

The largest risk I am concerned about regarding owning EXBD is that the decline in revenue during 2009 was a not a as a result of the recession, but a secular decline in demand for the Company’s products. Based on calls I made to customers, EXBD’s clients still find the Company’s products valuable, but like most companies during the recession had to make cost cuts, and information resources like EXBD’s products were cut as opposed to additional headcount reductions. As the economy recovers and corporate purse strings loosen, I believe the Company will be able to return to its historical level of free cash flow. However, that will likely take place during 2011.

Does Corporate Executive Board have a Good Management Team?

The EXBD management team is lead by Thomas Monahan. He was promoted to Chief Executive Officer in 2005. Prior to becoming CEO, he was general manager of EXBD. Prior to EXBD, Thomas was a senior consultant at Deloitte and Touche. Thomas has returned substantially all free cash flow to shareholders through dividends and share buybacks during his tenure, as the Company does not require large amounts of capital to grow. Thomas owns $1.2MM worth of EXBD common stock or ~2x his base salary, ensuring that he will continue to keep a shareholder mindset.

Can EXBD be Bought at a Cheap Price?

After examining the past several years’ free cash flow, I believe that normalized pre-tax equity free cash flow is ~$105MM. At Thursday’s closing price of $22.82, EXBD’s market capitalization less net cash and marketable securities is ~$718MM, which means the stock has a 15% pre-tax equity free cash flow yield. If EXBD trades at a 7% pre-tax equity free cash flow yield, which would be appropriate for this high quality business with compelling growth prospects, the stock will rise to ~$46, making the stock a compelling buy at $22.82. Further, the Company has a 1.9% dividend yield at $22.82 per share.

The author of this article is Matt Darrah, Chief Investment Officer of MD Capital Management and contributor to The Manual of Ideas. Matt describes his background as follows: "I have been investing since 1998 (age 16) when I saved nearly all my money from working on my winter break from high school, and invested it according to the value investing principles I had read about in Warren Buffett’s shareholder letters and books about value investing. After high school, I attended Southern Methodist University (SMU) in Dallas, Texas, where I graduated summa cum laude with a degree in finance. Post graduation, I worked in investment banking for two years (helping companies raise financing, buy other businesses or sell their businesses) before joining a private equity and debt investment firm, where I have worked for three years. My investing philosophy has been developed through my (i) insatiable reading of books written by and about prominent value investors and their investment philosophy, (ii) 11 years of public market investment experience and (iii) three years of private equity experience, where I have invested and/or manage over $625MM of investments in 6 companies."

The author of this article may own the securities discussed herein. This article is not a solicitation to buy or sell securities. This article may have been lightly edited for publication on The Ideas Report For Serious Investors. For full terms of use of this website, visit http://manualofideas.com/terms.html

January 06, 2010

Berkshire Hathaway’s Swiss Re Investment Pays Off

By Ravi Nagarajan

According to a report published this morning, J.P. Morgan analysts believe that Swiss Re will be in a position to pay back its CHF 3.6 billion loan from Berkshire Hathaway as soon as June 2010.  We originally discussed the terms of Berkshire’s investment in Swiss Re last March shortly after the transaction was finalized.

To briefly summarize, the terms of the funding included a 12% fixed interest rate and gave Swiss Re the right to defer interest payments for an additional fee of 15% per annum on the deferred interest.  Berkshire has the right to convert the loan into Swiss Re common shares starting three years after the issue date at CHF 25 per share which is far below the current quotation.

In exchange for repaying the security early and eliminating Berkshire’s right to convert into common shares, Swiss Re must pay a 40% premium over face value if the repurchase occurs prior to the second anniversary of the transaction.

Berkshire’s latest quarterly report contains the following summary:

On March 23, 2009, Berkshire acquired a 12% convertible perpetual capital instrument issued by Swiss Re at a cost of 3 billion Swiss Francs (“CHF”), which is also the face amount of the instrument. The instrument has no maturity or mandatory redemption date but can be redeemed under certain conditions at the option of Swiss Re at 140% of the face amount until March 23, 2011 and thereafter at 120% of the face amount. The instrument possesses no voting rights and is subordinated to senior securities of Swiss Re as defined in the agreement. Beginning March 23, 2012, the instrument can be converted at Berkshire’s option into 120,000,000 common shares of Swiss Re (a rate of 25 CHF per share of Swiss Re common stock).

Based on these terms, Swiss Re will have to pay a CHF 1.2 billion premium if the company elects to repay the loan in June 2010.  The Swiss Re investment appears to represent another case where Warren Buffett skillfully deployed capital at a time when few players were willing or able to make investments.

The author of this post is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

The author owns shares of Berkshire Hathaway.

December 14, 2009

Exxon’s Acquisition of XTO Sends Bullish Signal on Natural Gas

By Ravi Nagarajan

ExxonExxon Mobil has agreed to acquire XTO Energy in a $31 billion all stock deal which values XTO at a 25% premium to Friday’s closing price.  According to a Wall Street Journal article, Exxon’s move may send a bullish signal on natural gas particularly given that the company has not made a major acquisition in over a decade.

The deal ends speculation about when Exxon, which hasn’t had a major acquisition since the merger a decade ago with Mobil, would exploit the lower gas prices pressuring smaller, debt-laden companies in the oil patch. The weak economy and vast discoveries of North American natural gas have kept a lid on gas prices, leaving companies in the industry strapped over how to pay for operations and finance growth.

XTO has been a major player in extracting natural gas from so-called unconventional places such as shale rock and says it controls an estimated 45 trillion cubic feet of gas. Tapping gas trapped in these hard rocks has been a boon for the industry, helping to increase U.S. supply and contributing to a plunge in natural-gas prices.

Unconventional sources of natural gas such as shale deposits promise plentiful domestic supplies of the fuel although the cost of production is higher than conventional sources.  While natural gas is a fossil fuel that emits carbon, it is regarded as a cleaner burning fuel compared to crude oil and coal.

With the Copenhagen climate talks set to end this week, any agreement will require significant carbon emission reductions in the United States. To the extent that such reductions are required, it makes sense to pursue the lowest cost means of reducing emissions.  Greater supplies of natural gas could shift electricity generation away from coal.  In addition, unconventional power such as wind farms and solar cannot generate steady supplies of electricity and must be combined with “peaker” plants which could be fueled by natural gas.

Click on this link for Exxon’s press release.  The company will present a webcast at 10 a.m. Central time to discuss the transaction.

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

The author owns shares of a company engaged in the exploration and production of natural gas.

December 13, 2009

A Look at 10 Greenblatt-Style 'Magic Formula' Stocks

The current issue of the 10x45 Bargain Hunter (pdf file) stock screening report, published on August 23rd, includes a table of the Top 45 "Magic Formula" Stocks, based on current consensus estimates of this year's earnings per share. This "Magic Formula" screen is based on a methodology advocated by Superinvestor Joel Greenblatt, author of The Little Book That Beats The Market.

Here are 10 'magic formula' companies that deserve a closer look:

  1. GigaMedia (GIGM) is engaged in the growing business of providing gaming software and services to the online gaming industry in China, Taiwan, Hong Kong, and Macau. The company's solid balance sheet and valuation of 0.6x enterprise value to trailing revenue make GigaMedia worthy of consideration. We note, however, that the company has not reported quarterly results since Q1, which is a significant concern for investors.
  2. EarthLink (ELNK) is a “cash cow” business offering commoditized Internet access to consumers and businesses. Management has made a strategic decision to cut backend costs and marketing expenses in order to maximize FCF generated by existing customers. At a 13% earnings yield based on this FY EPS estimates, the shares deserve a look, but investors should make conservative assumptions about future ARPU and churn.
  3. Pre-Paid Legal (PPD) is a company with a theoretically appealing value proposition. Unfortunately, the company has not yet found the right formula to grow membership beyond the current 1.5% of addressable households. PPD’s multi-level marketing strategy may present a hurdle to widespread adoption of the pre-paid legal service. We recognize that it would be exceedingly difficult to revamp the sales strategy due to the risk of transitional channel conflict. As a result, PPD may be stuck in a strategy that could keep it a marginal provider of legal services for a long time.
  4. PRG-Schultz (PRGX) provides recovery audit services to companies and government agencies with large transaction volumes. The company’s fundamental problem is a declining core business with a concentrated client base whose need for the company’s services diminishes over time due to improved payment processes and greater in-house capabilities. However, the company occupies a defensible niche in business services and offers high ROI to customers. While the retail and wholesale customer base has suffered disproportionately in the recession, PRG-Schultz shares appear materially undervalued, trading at an earnings yield of 11% based on estimated 2009 earnings. JANA Partners owns 10% of the company.
  5. Foster Wheeler (FWLT) is an engineering and construction contractor and power equipment supplier that has executed well in recent years, benefiting from global growth and strength in energy-related industries. The company has a rock-solid balance sheet and bought back more than $400 million of stock in 4Q08. The shares price in a sharp near-term downturn in business, making this a potentially interesting opportunity for contrarian investors. Investors should monitor the so-called “scope” backlog to gauge Foster Wheeler’s resilience in a weak operating environment.
  6. Apollo Group (APOL), founded in 1973, provides on-campus and online degree programs for undergraduate and graduate students. Apollo’s University of Phoenix is the largest private education provider, with 400,000+ students concurrently enrolled in 100+ degree programs (online or on campus). The company has weathered the recession quite well due to the countercyclical nature of postsecondary education, continued industry growth and market share gains. Apollo has an attractive business model, with operating margins in the mid 20s, low capital intensity, and strong FCF generation. With three-fourths of revenue related to Title IV, the biggest long-term risk appears to be government action that would compress profit margins.
  7. GT Solar (SOLR) provides manufacturing equipment and services for the production of photovoltaic, wafers, cells and modules, and polysilicon worldwide. While we normally avoid solar companies because the entire sector has been hyped for quite some time, GT Solar is interesting both from a valuation standpoint as well as the fact that respected value investment firm Oaktree Capital Management owns more than 5% of the shares.
  8. Synopsys (SNPS) provides electronic design automation software and related services to semiconductor companies worldwide. The EDA segment remains one of the most attractive places in the semiconductor value chain, and Synopsys is a leader in the space. The company derives a large portion of revenue from recurring software subscription fees, improving the steadiness and predictability of the business. High-quality tech companies such as Synopsys rarely trade cheaply enough to appear on a 'magic formula' screen, which is why we take note of it here.
  9. Aeropostale (ARO) is a mall-based specialty retailer of casual apparel and accessories, targeting 14 to 17 year-old young women and men through its Aeropostale stores and 7 to 12 year-old kids through its P.S. from Aeropostale stores. The company enjoys strong brand recognition in its traget demographics, competing primarily against American Eagle (AEO) and Abercrombie & Fitch (ANF). Trading at 10x this year's estimated earnings, ARO shares deserve closer attention.
  10. Hewlett-Packard (HPQ) needs no introduction. The recent trading price implies a current earnings yield of roughly 9%, quite respectable for this industry leader. Respected value-oriented fund managers Steve Mandel of Lone Pine and Dan Loeb of Third Point initiated positions in Hewlett-Packard during the second quarter.

Top 45 "Magic Formula" Stocks (based on this FY EPS estimates)
click to download pdf version

 
Source: The Manual of Ideas, BeyondProxy LLC.

Disclosure: No positions.

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December 09, 2009

Europe's Brashest CEO (and of its most successful)

Ryanair logoDaniel Michaels of The Wall Street Journal writes in a recent article:

The recession has been good to Ryanair Holdings Ltd. [profiled in recent issue of Portfolio Manager's Review]

The Irish no-frills carrier's low fares helped it carry more international passengers than any other airline in the world last year. It's on course to keep growing and post strong profits again this year, as more traditional rivals struggle with weak traffic and discounted airfares, despite early signs of a pickup.

In a Boss Talk interview with The Wall Street Journal, Ryanair's Michael O'Leary discusses growth in a recession, transparency with passengers, and the fast-changing airline industry.

Barely a decade ago, Ryanair's brash chief executive, Michael O'Leary, brought Southwest Airlines Co.'s model of simplicity and frugality to Europe. He put the business plan on steroids by squeezing costs and slashing ticket prices. The Nasdaq-listed Ryanair has been one of the world's most consistently profitable airlines this decade.

Here are some highlights from Michaels's interview with O'Leary:

WSJ: Your costs are already low. Do you reach a point where it's hard to keep cutting?

Michael O'Leary, RyanairMr. O'Leary: You do reach a point, but we're probably 20 years from that. What you have to do is be more revolutionary.

This year, thanks to a weaker dollar, we'll have lower aircraft costs and lower maintenance costs. We're lowering airport costs and we're lowering staff costs with pay freezes.

We now have to be more inventive in the way we lower costs, which is why we're looking at things that seem revolutionary to other people.

Like, paying for checked-in bags: It wasn't about getting revenue. It was about persuading people to change their travel behavior—to travel with carry-on luggage only. But that's enabled us to move to 100% Web check-in. So we now don't need check-in desks. We don't need check-in staff. Passengers love it because they'll never again get stuck in a Ryanair check-in queue. That helps us significantly lower airport and handling costs.

Now we're looking at charging for toilets on board—not because we want revenue from toilet fees. We'd happily give the money away to some incontinent charity. What it means is, if by charging for toilets on board, more people would use the toilets in the terminals before or after flights, I could take out maybe two of the three toilets on board, add six extra seats and reduce fares across the aircraft by another three or four percent.

So, there's always new ways of lowering costs, but you have to come at it with some imagination and some passion.

WSJ: What hasn't worked well for you in the past year?

Mr. O'Leary: Our campaign to break up the Dublin airport monopoly clearly hasn't yet worked.

Our offer to acquire Aer Lingus and grow it quickly hasn't worked, which is why Aer Lingus are now reporting record losses and have announced another 800 job cuts.

The fact the Irish government [which owns 24% of Aer Lingus] has turned us down twice just shows how stupid the Irish government is. We could have been nicer to the Irish government. But I think since they're so heavily in bed with the trade union movement in Aer Lingus, our offers were doomed to failure from the start. So I think it's highly unlikely we'll make a third offer.

WSJ: Some of your savings—such as charging for food and checked bags—once seemed shocking, but are now standard. How hard has it been to get people to change their expectations about what they are paying for?

Mr. O'Leary: I think it's remarkably easy if you're open and fair with the passengers. We're open about our policies: You're not getting free food. We don't want your check-in bags. We're not going to put you up in hotels because your grammy died.

But they understand the trade-off is we are going to guarantee you the lowest airfares in Europe, by a distance. And we are going to guarantee you the fewest delays, fewest cancellations and fewest lost bags.

And that's what people really want—affordable, safe air transport from A to B. It's a commodity. It's not some life-changing sexual experience, which is what the other high-fare airlines have tried to convince you that it is.

WSJ: You've been very public about your frustration with the pace of yearlong negotiations with Boeing Co. for a big order. Where does it stand?

Mr. O'Leary: We have effectively reached agreement on pricing for 200 aircraft. But the discussions have now broken down because Boeing wants to go back and change the delivery conditions. It's things like warranties and performance guarantees. But we're not accepting inferior delivery conditions than on our current orders.

Our final board meeting of the year is next Thursday in Dublin. I don't see any way of putting the deal back together again in the next week. The deal is now highly unlikely to happen.

WSJ: What's your fallback plan?

Mr. O'Leary: We just don't order any more planes from 2013. We still have almost 100 aircraft coming through 2012. Then we either go back to Airbus or go back to Boeing in the next downturn. Or we stop growing from 2013 and we start returning cash to shareholders. [A Boeing spokesman declined to comment on the negotiations.]

O'Leary's statement on the Boeing negotiations is perhaps the most eye-opening piece of the interview. There's the common perception that airlines essentially have two major manufacturers to choose from for large planes -- Boeing and Airbus. The duopolistic nature of the suppliers suggests that the aircraft makers hold most of the cards when it comes to negotiating deal terms. This may be even more so in Ryanair's case because the company has standardized on Boeing jets, making Ryanair "hostage" to Boeing in some respects. And yet, O'Leary manages to find a way to try to pressure Boeing into submission: Ryanair simply won't grow if it can't get the terms it wants. What growth company CEO would put "no growth" on the table in this way? By saying that Ryanair could simply stop growing and start buying back stock or paying dividends, O'Leary will probably get exactly what he wants: A major concession from Boeing.

Read a profile of Ryanair in a recent issue of Portfolio Manager's Review, the acclaimed monthly idea-oriented research publication of The Manual of Ideas.

December 07, 2009

Yara: A Company You Never Heard Of, But You Should Know

Yara logo on the wallNorwegian Yara International is the #1 global producer of ammonia, nitrates and NPK. The company plays a critical role in food production for a growing world population.

If you did come across companies such as Yara, Mosaic, Agrium, and Potash, but never properly understood what they do or how wheat, rice and corn are linked to products such as Urea, DAP and MOP, the below link should also prove a helpful introductory guide.

Please click here for an 83-page fertilizer industry primer published by Yara in November 2009.

December 05, 2009

Bethany McLean's Profile of Goldman Sachs in January Issue of Vanity Fair

Here is another great read by Vanity Fair.

December 03, 2009

Burlington Northern: Has Buffett 'Lost His Mind'?

Burlington Northern railroadRobert Huebscher of Advisor Perspectives recently interviewed well-known Columbia Business School professor and author of Value Investing, Bruce Greenwald. In the wide-ranging, two-part interview (part one, part two), Greenwald dropped a bombshell when asked about Berkshire Hathaway's (BRK) stock deal for Burlington Northern (BNI). Here's the exchange from the interview:

I know you own Berkshire Hathaway, so I have to ask you what you think about Buffett’s purchase of Burlington Northern.

Bruce Greenwald, Columbia Business SchoolIt’s a crazy deal. It’s an insane deal. We looked at Burlington Northern at $75 and I’ll give you the exact calculation we did. You don’t have a high earnings return. They are paying 18 times earnings, but it’s really much worse than that. They report maintenance cap-ex very carefully. They report depreciation and amortization, and they report only about 70% of the maintenance cap-ex. So they are under-depreciating, and their profit numbers are lower than the true profit numbers – and in a bad way, because the tax shield for the depreciation is undergone too. Their profitability is much lower than it looks.

Buffett’s paying 18-times [at $100/share] and at $75 he was paying 16-times. Our calculation is he was paying 21-times.

Secondly, there are two kinds of assets. There are the rights-of-way, which you can’t get rid of. So there’s no issue about having to earn a return on them because you have to keep it in the business, and because there’s nothing they can do with those rights-ofway. If you look at the asset value of the non-right-of-way equipment, and you write it up because it’s more expensive than it was originally, you get an asset value that’s very close to the earnings power value. We didn’t see a lot franchise value or hidden asset value.

The other thing is that if you try to calculate sustainable earnings, you have to cope with the fact that earnings are up enormously since 2003, when oil went up. There is a simple calculation you can do, which compares the cost-per-ton-mile for freight for a truck versus a railroad. If you build the increase in the price of diesel fuel into the post-2003 experience, when revenues suddenly start to grow, what you see is that the entire growth of the revenue is accounted for by the energy advantage that the railroads have and therefore how much business they can capture from the truckers, and how much pricing they can get because the competition is now more expensive.

There is nothing special about the railroads. It’s entirely an energy play.

If you look at what their margins should have gone up by, given the energy efficiency, the margins go up by only about half of that. So you don’t have a good aggressive management over these five years producing outsized returns.

We looked back at when they did the merger with Santa Fe, because then they did increase margins. But they got bored with it, and margins started to come down. The same thing happened recently. We don’t see a lot of hidden profitability in the culture of the company.

It looked to us like an oil play. He has a history of making bad oil play decisions. And that was at $75/share, we thought there were better oil plays. At $100/share we think he has lost his mind.

Greenwald's criticism of Buffett triggered a firestorm of disagreement, with some value investors suggesting that it was Greenwald who had lost his mind, not Buffett. One of the more lucid responses to Greenwald's criticism was published as a letter to the editor on the Advisor Perspectives website:

Warren Buffett, Berkshire HathawayI read with some amusement professor Greenwald’s discussion of Berkshire Hathaway’s purchase of Burlington Northern (BNI), I could not disagree with his analysis more.  One of my Native American friends says that one must be careful not to view things with “old eyes” and I fear that is what is happening to the professor’s view of Burlington Northern.

When I first began to look at railroads in the 1980’s, they were the very epitome of capital-intensive, labor-intensive companies consistently earning less than their cost of capital and that was during a period when they all  had millions of acres low cost land holdings with attached mineral rights.  At that time, the one true measure of a railroad’s operating success, its operating ratio, was rarely below 90%.  Union work rules were killing them.

Since that time, a reduction in government regulation, mergers and disposals of surplus lines, changing crew consist rules, technology and improved motive power efficiency have combined to make railroads productive and highly profitable companies.  They have created huge cash flows which have funded debt reduction and capital spending, making them much more profitable. Today, any railroad with a operating ratio in excess of 75% is considered to be poorly managed.  They have not accomplished this by diversifying their business; their resource land grants are long gone they are almost pure rails now.  They have not done it with increased leverage as they carry less debt and preferred than they did 10 years ago.  They have done it by sticking to their knitting, serving the customer, driving down costs, capital discipline, technology investments and just hardnosed business practice.

An example of increased efficiency: changes in engine design have reduced the number of motive units needed per train, reducing costs in terms of both fuel and crew.   Recently, GE introduced a new line of motive units with 16 cylinder higher horsepower diesel engines that, at sustained speeds, turn off four cylinders and maintain their speed on the remaining 12.  The fuel savings are in the area of 30% for comparable runs.

The other issue unique to BNI is that the nature of its traffic has allowed it to replace many of its previously fixed costs with variable costs, giving it greater financial flexibility and the ability to change in an instant to accommodate business conditions.   This in turn allows greater capital discipline and better returns.

While Buffett’s purchase of BNI does not seem to satisfy Berkshire’s traditional pattern of purchasing irreplaceable franchises, it does meet a more basic precept of being a toll-taker by offering a product an economy cannot do without.   Most of the traffic on today’s railroads cannot be moved by any other modality. If we are going to continue to import goods from lower cost developing world countries, then the BNI route structure from the west coast ports  to the mid west will be one of the few (two actually) to move that traffic.

Did he overpay? Maybe.  Does it revalue all the rails? No.  Will it work out for Buffett and his shareholders? Probably and better than most viewing it with “old eyes” can see at this point.

Dennis Gibb
President
Sweetwater Investments
Redmond, WA

Visit Advisor Perspectives and sign up for their excellent free weekly email newsletter.

December 02, 2009

Lighter Fare: Message To Domino's (DPZ): Go Easy On Online 'Delicious Check'

In true research analyst fashion, we were buried in work today and almost missed lunch. That is, until hunger came knocking and we had to take a few minutes to place an online order with Domino's Pizza (DPZ). Always fast and reliable, Domino's is the obvious choice for us (nearly) lunch-skipping analysts, always working hard to ensure our members are getting their money's worth. Domino's new American Legends pizzas are nothing to sneeze at, by the way, and we wouldn't be surprised if the company saw a bump in sales thanks to the new, more innovative product offering.

Which brings us to Domino's website. The latter sports a snazzy order tracking bar that shows exactly the stage of the delivery process at which the much anticipated pizza finds itself at any point in time. So far so good. But then, right before the pizza was taken out for delivery, the update read as follows: "DELICIOUS CHECK COMPLETE - Shaik double-checked your order for deliciousness at 2:43 PM." Wait, what? Shaik did what? An image of Shaik (last name withheld) dipping his finger into our pizza and saying "Yum!" as he licked it clean sped into our collective minds. (The pizza was no less delicious, by the way.)

So here is our humble suggestion to Domino's: Please tell your Internet product manager to go easy on the instant update bar. Drop the DELICIOUS CHECK. We won't mind.

To see what we saw today, click on the following image, then look at the text at the bottom of the image. Ready to order?

Domino's Pizza 

December 01, 2009

Latest Stock Screen Results: Neglected Gross Profiteers

View latest stock screen results, comprising 45 companies that trade at low multiples of enterprise value to gross profit.

Learn more about the bi-weekly 10x45 Bargain Hunter stock screening report.

November 25, 2009

Googled: A Tale of Creative Destruction at Warp Speed

By Ravi Nagarajan

Historians writing about events that have faded into a distant memory are challenged by the need to accurately portray these events and to provide analysis and commentary that sheds light on what happened and why.  In contrast, writers covering current events where the end of a story is not yet known face a much more difficult task.  Their interpretation of events may prove to be inaccurate or embarrassing in the not-so-distant future particularly when dealing with a subject related to technology.

GoogledKen Auletta is apparently a brave author given his willingness to write about a story where the ending is still very much unfinished in Googled:  The End of the World as We Know It. Mr. Auletta provides a great deal of insight regarding Larry Page and Sergey Brin, Google’s founders, along with a good description of Google’s meteoric rise over the past decade.  However, the more interesting aspect of the narrative involves the forward looking insights provided by Mr. Auletta and many technology leaders who are quoted extensively throughout the book.

While the book is of particular interest to those seeking more color regarding the entrepreneurial story behind Google and its rapid rise, I found myself drawn to the clear implications for the newspaper industry as well as lessons that investors should learn based on Google’s story. For a review covering other details of the book, The Wall Street Journal published an interesting article earlier this month.

The Decline of Newspapers

Of all the issues facing society today, few come close to the importance of the decline of newspapers and journalism.  This may seem like an outrageous claim given the state of the economy, high rates of unemployment, and the range of other problems facing the country.  However, without top notch journalism, how will citizens be informed about these issues or hold government accountable?

One statistic from the book jumped off the page:

A regular reader of the New York Times spends thirty-five minutes each day with the print version, according to Nielsen, while those who read the Times online spend only thirty-seven minutes a month reading it.  These figures can be misleading, because they average in the occasional visitors who may spend a minute or less online with those who are online devotees.  Nevertheless, there is a wide disparity between online and print newspaper readers.  Pages 165-166

Thirty-five minutes per day versus thirty-seven minutes per month!  What could account for this disparity?  The online reader may be treating journalism as a “buffet” and browsing multiple sites for information rather than spending time exclusively with one paper.  However, the typical online reader may simply be missing a great deal of information compared to the print reader.  The online reader’s knowledge may end up being a mile wide and an inch deep as a result.

One factor that is seldom discussed is the fact that a physical newspaper, by virtue of its format and physical qualities, encourages readers to take in a broader variety of content than the typical online reader who searches for a topic (usually via Google) and is taken directly to the relevant article.  Often when reading a physical paper, one notices nearby articles that seem compelling enough to read but are not subjects that the reader would directly search for.  Some online sites are better than others in terms of suggesting related content, but none that I have seen come close to the physical properties of the printed newspaper.

From an economic standpoint, the book goes into quite a bit of detail regarding the loss of advertising that many papers have suffered and the fact that few papers have been able to charge for content.  While Google has played a role in this trend, it is by no means a situation that was caused by Google.  Readers have simply been conditioned to expect free information online and will hesitate to pay for access.  The drama associated with this dilemma escalated today when Rupert Murdoch’s News Corp. was reported to be in talks with Microsoft regarding a partnership that could result in News Corp’s newspaper content being removed from Google sites.

Creative Destruction and The Intelligent Investor

In the 1980s, who would have thought that the typical city newspaper was anything other than a wonderful monopoly-like business with a powerful economic moat?  As a teenager delivering and selling papers in the 1980s in the Silicon Valley, the question I faced was not whether a household subscribed, but whether they took the morning or evening edition, or if they favored the San Francisco Chronicle or the San Jose Mercury News.  Nearly every house had some type of newsprint on their driveway each day.

The newspaper industry is just one of many that have been impacted by the Internet in general and Google in particular.  Ad agencies, traditional broadcasters, and many other media companies have seen their economic models damaged severely.  Furthermore, few of these businesses twenty years ago could have forecast the economic earthquake to come. Many if not most of these businesses would have appeared to have strong economic moats in place.

Ignoring Google’s rise over the past decade would have been a recipe for creating blind spots when it comes to evaluating the strength of existing moats.  Investors need to constantly monitor their holdings and always consider whether it is possible for their business interests to be “Googled”.  Anyone who believes that it is possible to simply say “I don’t deal with technology” may avoid losing money in technology investments but get blindsided by the impact of technology in unexpected ways.

Avoid being “Googled” by learning the lessons of this book and applying the insights when evaluating the moats of businesses in your own portfolio.

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

November 17, 2009

Berkshire Adds Exxon and Nestle; Reduces Conoco and Moody’s in Q3

By Ravi Nagarajan

Berkshire Hathaway has released a new 13-F filing today which reveals the composition of the company’s equity portfolio as of September 30, 2009.  In addition, the company released an amended 13-F filing for Q2 which shows a position in Exxon Mobil as of June 30, 2009.  This was previously not disclosed due to Berkshire’s request for confidential treatment for the position.

Highlights

During the third quarter, Berkshire made further purchases of Exxon Mobil and also initiated positions in Nestle, Republic Services, and The Travelers Companies.  Berkshire closed out positions in the Eaton Corporation and Wabco Holdings while reducing its stake in Conoco Phillips, Moody’s, NRG Energy, Sun Trust Bank, and WellPoint.

Please note that the 13F report only covers holdings that trade in the United States. The report includes shares of foreign issuers only if those shares are held as ADRs that trade on a United States stock exchange. Shares that trade on foreign exchanges are not reported on this form. Therefore positions such as POSCO, Swiss Re, Tesco plc, and BYD are not covered in this analysis.

Let’s take a closer look at Berkshire Hathaway’s portfolio changes during the third quarter as well as examine the likely performance of the portfolio during the first half of the fourth quarter.

New Positions

As noted above, Berkshire amended its 13-F filing for Q2 and revealed a stake in Exxon Mobil.  The company held 854,490 shares on June 30 and increased the stake to 1,276,290 shares worth $87.6 million as of September 30.  Based on the size of the purchase, it is possible that GEICO’s Lou Simpson initiated this position rather than Warren Buffett.

The Nestle position acquired during the third quarter was worth $144.7 million on September 30 and, assuming that the same number of shares are held as of today, the value of the investment is now $161.5 million.  This is an interesting purchase given Berkshire’s large existing investment in Kraft and the ongoing drama associated with Kraft’s hostile bid for Cadbury.

Berkshire also added a position in Republic Services worth $96.3 million on September 30.  Republic Services is a provider of services in the solid waste industry operating in 40 states.  In addition, a small position in The Travelers Companies was added to the portfolio.

Increased Positions in Wal-Mart and Wells Fargo

Berkshire nearly doubled the size of its position in Wal-Mart during the third quarter.  As of September 30, Berkshire owned 37,836,642 shares of Wal-Mart worth $1.86 billion.  The Wal-Mart position is valued at slightly over $2 billion today assuming the same number of shares are held.

Berkshire added 10.7 million shares to the already massive position in Wells Fargo.  As of September 30, the Wells Fargo position was worth $8.8 billion, and has been nearly unchanged so far this quarter.

Reduced Positions in Conoco Phillips and Moody’s

Berkshire reduced its position in Conoco Phillips by 7.1 million shares.  This is a continuation of the gradual liquidation of the position following a large impairment charge that was taken in the first quarter.  Please refer to the review of Q1 results for a more detailed discussion of the Conoco impairment.

The position in Moody’s continues to be slowly liquidated with 8.8 million shares sold during the third quarter.  So far, Berkshire has sold an additional 1.15 million shares in the fourth quarter.  Berkshire still holds over 38 million shares of Moody’s based on a recent Form 4 SEC filing.  It appears that Warren Buffett is trying to slowly liquidate this position after making some lukewarm statements about the economic moat of the credit rating firms during Berkshire’s 2009 annual meeting.  For coverage of Mr. Buffett’s comments on Moody’s at the annual meeting, please click on this link.

Strong Results in Q4

Berkshire’s portfolio appears to be posting strong results close to the mid-point of the fourth quarter.  We  know that Berkshire has sold shares of Moody’s during the quarter based on the Form 4 filing referred to above.  In addition, based on Warren Buffett’s recent interview with Charlie Rose, we know that Berkshire’s shares in Union Pacific and Norfolk Southern have already been sold.

Adjusting for the proceeds of the Moody’s sale and estimating the proceeds of the Union Pacific and Norfolk Southern sales, we can estimate that Berkshire’s equity portfolio is up 8.6% for the quarter so far assuming no other changes were made to the positions reported on September 30.  The increase in the value of the portfolio plus value of the liquidated shares of Moody’s, Union Pacific, and Norfolk Southern should account for approximately $4.8 billion.  Adjusting for deferred taxes owed on the gains, this would account for approximately a $2,000 increase in book value per A share since the figures reported on November 6 in Berkshire’s Q3 report.

For a more detailed look at Berkshire’s portfolio holdings, we have prepared an Excel workbook.  The first worksheet shows Berkshire’s portfolio changes for the third quarter.  The second worksheet attempts to estimate Berkshire’s portfolio value as of November 16. The Excel file is available under the resources listing shown below.

Resources:

Excel workbook with Q3 13-F Analysis and Q4 Estimates (Source: The Rational Walk)
PDF File with Q3 13-F Analysis and Q4 Estimates – Same Data as Excel File above
Berkshire Hathaway’s Q3 13-F Filing (Source: SEC)
Berkshire Hathaway’s Q2 13-F Amended Filing (Source: SEC)
Berkshire Hathaway’s Q2 13-F Original Filing (Source: SEC)
Berkshire Hathaway Form 4 Filing – 10/28-29 Moody’s Sale (Source: SEC)

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway.

November 06, 2009

Bill Ackman's Short Thesis on Realty Income (O)

Bill Ackman's Long Thesis on Corrections Corporation of America (CXW)

Berkshire Hathaway Accrues More Than $1 Billion in Derivative Gains in Q3 (plus full coverage)

Berkshire Hathaway headquarters, Kiewitt PlazaWarren Buffett's Berkshire Hathaway earned more than $1 billion in gains from derivatives in Q3, according to the company's latest earnings report (more information: 10-Q, Bloomberg).

Full coverage by Ravi Nagarajan:
Berkshire Hathaway Posts Q3 Results; Book Value At Record High4.856

Berkshire Hathaway reported results for the third quarter following the close of trading today.  Operating earnings per share were nearly flat at $1,325 per A share, down slightly from $1,335 in the third quarter of 2008.  Operating earnings per share for the first nine months of 2009 declined 11.8% to $3,572 per A share, down from $4,048 per share for the first nine months of 2008.

Net income per share for the third quarter more was $2,087 per A share, more than triple the net income recorded in the third quarter of 2008.  However, because net income includes the effects of investment and derivative gains and losses, it is more meaningful to focus on operating earnings per share rather than net income per share.

For a number of reasons, the “headline numbers” reported when Berkshire releases quarterly results are often misleading.  For more introductory information regarding the nuances of Berkshire’s quarterly reporting, please refer to coverage of second quarter results.

Book Value Hits Record High

Book value per A share on September 30, 2009 was $81,247, which was up 10.1% for the quarter.  Book value includes the impact of both realized and unrealized investment and derivative gains and losses.  It must be noted that our estimate for Berkshire’s book value was far too conservative.  The estimated range for book value was between $78,500 and $79,200 which is well below the reported results.  It should be noted that Berkshire’s book value was at a record high on September 30.  Whether book value has much meaning for valuation purposes was discussed in a previous article.

Insurance Results

Berkshire Hathaway management evaluates insurance underwriting and investment results separately.  Underwriting results are the responsibility of each subsidiary’s management while investment results are handled by Berkshire’s corporate management under CEO Warren Buffett’s supervision.

Underwriting

Berkshire’s insurance subsidiaries posted after tax underwriting gains of $363 million in the third quarter and $665 million year to date compared to $81 million and $622 million of underwriting gains in the third quarter and first nine months of 2008 respectively.  GEICO, General Re, Berkshire Hathaway Reinsurance Group, and Berkshire Hathaway Primary Group all posted underwriting gains for the third quarter and the first nine months of 2009.

GEICO’s underwriting profits continue to lag the results posted last year despite higher levels of premiums earned and an increase of 662,000 voluntary auto policies-in-force since the start of the year.  This was due to a higher loss ratio for both the third quarter and first nine months of the year compared to prior year periods.  In addition, underwriting expenses increased due to higher policy issuance costs and higher salary and employee benefit expenses.

Underwriting results at General Re improved for both the third quarter and year to date compared to the same periods in 2008 in large part due to a quiet Atlantic hurricane season which reduced catastrophe losses compared to the third quarter of 2008 which covered the period when Hurricanes Ike and Gustav made landfall.

In the section of the report covering Berkshire Hathaway Reinsurance Group, it is interesting to note that the company continues to constrain the volume of business written.  Earlier in the year, this reduction in volume was partially due to Berkshire’s temporary decline in net worth.  However, even though net worth has reached record highs, Berkshire plans to continue to constrain premium volume due to the impending acquisition of Burlington Northern Santa Fe.  In addition, premium rates have not been attractive enough to warrant increasing volume, demonstrating Berkshire’s continued underwriting discipline.  As noted recently, a “hard” insurance market is nowhere in sight.

Investment Income

Net investment income increased by 20.6% to $976 million compared to $809 million for the third quarter of 2008.  The improvements continue to reflect Berkshire’s large investments in Goldman Sachs, General Electric, Wrigley, Swiss Re, and Dow Chemical which were made at various points over the past year.  This improvement has been partially offset by lower earnings on cash equivalents due to very low interest rates as well as lower cash balances.

Utilities and Energy

The Utility and Energy group posted net earnings attributable to Berkshire of $346 million for the third quarter which is 6.8% higher than the results for the prior year period.  For the first nine months of 2009, the group posted net earnings of $802 million, a decline of 5.4% compared to the first nine months of 2008.  The group was impacted by lower revenues due to the decline in average per-unit cost of natural gas sold along with declines in electricity demand at PacifiCorp due to the ongoing recession.

Few people realize that MidAmerican owns the second largest real estate brokerage in the United States.  The real estate group’s revenues have declined in 2009 compared to 2008 levels.  However, earnings have actually increased this year reflecting lower commission costs and other operating expenses.  The real estate group has seen lower sales prices but this has been somewhat offset by higher transaction volume.  Much of this is probably due to government stimulus efforts and particularly due to the $8,000 first time buyer tax credit which has recently been extended and expanded.

Manufacturing, Service, and Retailing

Berkshire Hathaway’s operating companies continue to be heavily impacted by the global economic recession.  The group posted earnings of $336 million for the third quarter, a decline of 49.5% compared to the third quarter of 2008.  For the first nine months of 2009, the group posted earnings of $833 million, a decline of 55.5% compared to the first nine months of 2008.

All business units with the exception of Retailing, which had flat results, posted declines in pre-tax earnings for the third quarter compared to the prior year.  For the first nine months of 2009, all units except for McLane have reported declines in earnings as well.  NetJets continues to depress the results of the “Other Service” group with a 41% decline in revenues for the third quarter compared to the prior year period.  Additionally, NetJets has produced pre-tax losses in the third quarter of $183 million and $531 million for the first nine months of the year.  However, “green shoots” may be emerging.  Management is hoping for a modest profit at NetJets in 2010 barring further deterioration of the economy and an absence of punitive regulations aimed at private aviation.

From a high level perspective, it is encouraging to note that Marmon, Shaw, and the Other Manufacturing units have reported higher revenues and pre-tax earnings in the third quarter compared to the second quarter.  To again use an overused expression, perhaps there are “green shoots” emerging in light of these quarter-to-quarter comparisons.

All Things Considered, A Solid Quarter

Many early articles on third quarter results are loudly stating that Berkshire Hathaway managed to triple earnings compared to the third quarter of 2008.  Such loud proclamations of success are no more enlightening than the proclamations of doom earlier this year when year-over-year net income fell significantly.  Operating earnings are a much better measure to focus on and by this measure, Berkshire Hathaway did indeed produce very solid results for the quarter under the circumstances.  With book value per share at a record high, it appears clear that the company has navigated the worst economy since the Great Depression very well.

To gain insight into Berkshire Hathaway’s performance, it is critical to look behind the headline numbers and the consolidated financial statements.  Examining segment revenues and profitability can reveal facts that aggregate statistics obscure.  In the current environment, it is particularly useful to examine quarter to quarter results of the reporting segments in order to spot turning points in performance.  To facilitate this review, we have prepared an Excel workbook with two spreadsheets.  The first sheet shows Berkshire’s revenues over the past seven quarters and the second does the same for pre-tax earnings.  This file can be found under the resources listed below.

Resources

Berkshire Hathaway Q3 2009 Form 10-Q (Source:  Berkshire Hathaway)
Berkshire Hathaway Q3 2009 Press Release (Source:  Berkshire Hathaway)
Berkshire Quarterly Revenue and Pre-Tax Earnings: 2008-2009 (Rational Walk Analysis)
Closer Look at Burlington Northern Acquisition (Rational Walk Analysis)
Berkshire Hathaway 2008 Report Analysis & IV Estimate (Rational Walk Analysis)

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway.

November 05, 2009

Manual of Ideas Investment Thesis on Imation (IMN)

ImationA recent issue of Downside Protection Report featured an investment thesis on Imation (IMN) by the Manual of Ideas research team.  Included below is an edited and updated write-up on Imation, a consumer-focused technology firm with leading market share in removable storage products, such as recordable DVDs. The company has a strong balance sheet and owns the widely recognized Imation and Memorex brand names. Trading well below book value and in line with “net net” working capital, the shares strike us as simply too cheap to ignore.

Company Description and Thesis

If you own a removable storage product, such as a pack of recordable DVDs or an external hard drive, you’ve probably heard of Imation. The company owns the Imation and Memorex brands and has long-term rights to the TDK Life on Record brand. At $8.40 per share, Imation offers an attractive risk-reward, in our view.

Imation — Overview of Major Markets
The company has more than 30% share of the magnetic and optical market segments.
Imation
Source: Imation.

Strong Market Share, Global Exposure

Imation is a leader in optical storage and magnetic tape, with additional growth opportunities in new markets such as external hard drives. The company’s products are aimed primarily at consumers and small businesses, with 49% of sales coming through distributors and 43% of sales generated from retailers last year.

Sales of optical products have grown from 35% of revenue in 2005 to 49% in the first half of 2009, as magnetic tape sales have declined from 56% of revenue in 2005 to 28% in H1 2009. Meanwhile, sales of emerging products have grown from 4% in 2005 to 18% in H1 2009.

Imation is a global company, with Americas sales (including North and South America) accounting for only 38% of revenue in H1 2009. Asian sales have grown to nearly one-quarter of revenue, giving shareholders of Imation a relatively conservative way of participating in the growth of emerging markets.

Recent Performance: Unexciting But Not Disastrous

Imation sales have suffered from lower consumer spending in recent quarters, with Q2 revenue down 22% versus the same quarter a year ago (flat sequentially from the first quarter). Excluding a litigation settlement and restructuring charges, Imation reported slightly positive operating income in the second quarter. This was driven by management’s focus on cost containment, which resulted in a decline in SG&A expense from $73 million in Q2 2008 to $60 million in Q2 2009.

Management stated on the most recent earnings call that the “vast majority” of legal expense would go away due to the recent litigation settlement with Philips. Litigation expense amounted to $13 million, or 10% of SG&A expense, in H1 2009. Excluding litigation expense, Imation earned adjusted operating income of nearly $8 million in Q2, hinting at the company’s profit potential.

In Q3, Imation had operating income excluding restructuring charges of $9.2 million, once again showing the earning power of the business. The company generated cash of $22 million in Q3.

Imation — Target Markets of Company’s Major Brands
The three brands are complementary in terms of geographic coverage and user segments.
Imation brands
Source: Imation.

Some Things to Consider When Valuing Imation

Imation paid $332 million for Memorex in 2006, approximating Imation’s enterprise value today. This suggests that the Memorex acquisition likely destroyed value, but also that Imation may be undervalued today. The company has a market value of $362 million, adjusted net cash of $40 million, and tangible book value of $535 million. Imation generates sales of $2 billion and gross profit of $300 million. Earlier this decade, Imation was earning operating income of $100+ million in a “normal” year. The addition of Memorex should have grown this number, but profitability evaporated due to the recession and related execution issues.

Whether Imation can generate more than $100 million of operating income on a normalized basis in the future remains to be seen. If Memorex earns anything close to what might be reasonably expected given the $300+ million acquisition price tag, Imation should at least earn $100 million in total when the economy improves.

We judge Imation shares to have strong downside protection due to (1) a solid balance sheet with no debt; (2) shares trading 30+% below tangible book value and at a single-digit multiple of normalized operating income; (3) the company’s ability to generate positive adjusted operating income in Q3; and (4) leading market share and recognized brands in the growing market for removable storage.

The Variant View

The market seems to be ignoring Imation's earning power, which has been obscured by litigation-related expenses and restructuring charges. The company's Q3 GAAP EBIT was only $1.7 million even as adjusted EBIT was a more meaningful $9.2 million. Once investors start giving Imation credit for the company's underlying earning power as well as the quality of its balance sheet, Imation should be revalued.

Imation Q&A

Q: What is your main concern regarding Imation?

A: Our key concern is that equity value may not be maximized in a timely manner, despite the fact that insiders do not have voting control.
Imation’s strong balance sheet, brand recognition and large installed base could make it an attractive acquisition target, but the staggered Board of Directors and “golden parachute” arrangements with top executives could keep away potential acquirers. With the CEO owning less than 1% of the stock, management may not view shareholder value creation as urgently as might be expected given the current depressed valuation.

Q: What is Imation’s relationship with TDK?

A: TDK, one of Japan’s largest recording media and device companies, owns 21% of Imation. In 2007, Imation bought TDK’s removable recording media business for $41 million, acquiring the exclusive right to use the TDK Life on Record brand through at least 2032. TDK also has a representative on Imation’s Board of Directors.

Q: What is your view of the Philips litigation settlement?

A: Obviously, the settlement will take a chunk out of Imation’s cash balance over the next three years. Note that we have already adjusted for this in our calculation of enterprise value; in fact, our adjustment is conservative because we assume no tax benefit related to the settlement expense.

Ultimately, the settlement should be positive for Imation, as it removes an estimated $4-6 million of quarterly litigation-related expense. This should make the company’s underlying profitability more readily apparent, perhaps providing a catalyst for Imation shares.

Disclosure: No positions.

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November 04, 2009

Bruce Berkowitz Comments on Berkshire’s Acquisition of BNSF

By Ravi Nagarajan

We are always interested in listening to the views of Bruce Berkowitz of The Fairholme Funds.  In this interview recorded this evening for the PBS Nightly Business Report, Mr. Berkowitz comments on a number of his holdings, including Berkshire Hathaway.  He appears to be very positive on Berkshire’s acquisition of Burlington Northern Santa Fe.

November 03, 2009

Berkshire to Acquire Burlington Northern: A Closer Look

Warren Buffett Burlington NorthernBy Ravi Nagarajan

As reported earlier today, Berkshire Hathaway has entered into a definitive agreement with Burlington Northern Santa Fe (BNSF) to acquire for $100 per share in cash and stock the remaining 77.4 percent of outstanding BNSF shares not currently owned by Berkshire.  In addition, Berkshire Hathaway will split its B shares 50-for-1 in order to accommodate a share exchange for smaller owners of BNSF shares.

This transaction, which will bring Berkshire’s investment in BNSF to $44 billion including shares already owned, is the largest acquisition in Berkshire Hathaway history.  What does this acquisition mean for Berkshire Hathaway shareholders?

Using Stock in Acquisitions

Much of the initial chatter on Twitter and elsewhere related to this transaction centers on Warren Buffett’s decision to use stock for part of the purchase.  Does this mean that Mr. Buffett considers Berkshire Hathaway shares to be overvalued and suitable as currency for acquisitions?  While it is possible that Mr. Buffett considers Berkshire shares to be fully valued or overvalued, this is not necessarily the case.  Let’s look at what Mr. Buffett had to say about using stock in acquisitions over twenty five years ago when Berkshire acquired Blue Chip (from the 1982 Chairman’s letter):

Our share issuances follow a simple basic rule: we will not issue shares unless we receive as much intrinsic business value as we give. Such a policy might seem axiomatic. Why, you might ask, would anyone issue dollar bills in exchange for fifty-cent pieces? Unfortunately, many corporate managers have been willing to do just that.

I highly recommend reading the entire section of the 1982 Chairman’s letter entitled “Issuance of Equity” for more of Mr. Buffett’s thoughts on using stock in acquisitions.  Berkshire’s use of stock, based on these principles, does not indicate that Berkshire shares are overvalued.  Instead, it indicates that management believes that at least as much intrinsic value is being received as being given up through the new share issuance.

Terms of Agreement

The terms of the agreement provides BNSF shareholders with the right to receive either cash payment of $100 or a variable number of Berkshire Class A or Class B common stock.  The mix of cash and stock will be subject to proration if the elections made by shareholders of BNSF do not equal approximately 60 percent in cash and 40 percent in stock.

If Berkshire Hathaway Class A shares trade in the range of $80,000 to $125,000 per share, the value of the share exchange for BNSF shareholders will be fixed at $100 per share.  However, if Berkshire Hathaway Class A shares trade either below $80,000 or above $125,000 at the close of the transaction, BNSF shareholders will receive a fixed number of Class A shares (at either 0.001253489 per share below the “collar” range or 0.000802233 per share above the “collar” range).  BNSF shareholders may elect to receive the economic equivalent in Class B shares as well.

The “collar” terms create a situation where BNSF shareholders who elect stock rather than cash could potentially receive less than $100 per share if the price of Berkshire Hathaway A shares are below $80,000 at the close of the transaction.  BNSF shareholders could receive greater than $100 per share  if the price of Berkshire Hathaway A shares are above $125,000 at the close.  At any share price between $80,000 and $125,000, BNSF shareholders will receive enough Berkshire shares to result in a valuation of approximately $100 per share.

Bet on the United States Economy

There is no doubt that this transaction represents a bullish bet on the United States economy as Mr. Buffett stated in the press release:

“Most important of all, however, it’s an all-in wager on the economic future of the United States,” said Mr. Buffett. “I love these bets.”

We know that Mr. Buffett closely follows railroad statistics and has even said that he would choose railroad data as his only economic indicator if “stranded on a desert island“.  Rail car loadings have been far below levels reached during the peak of the last expansion but have recently shown some signs of improvement.  Mr. Buffett has been appearing on television frequently in recent months and has made bullish comments about prospects for the United States economy in the long run.  The transaction is a massive bet on this bullish sentiment.

Stock Split:  No, It’s Not April Fool’s Day

My initial reaction to the stock split announcement was total shock, but when one considers the terms of the BNSF transaction, it appears that Berkshire had no choice but to either split Class B shares or force small shareholders of BNSF to accept cash instead.  With the post-split Class B shares likely to trade well below $100, it appears that even a small holder of BNSF shares will be able to elect Berkshire stock rather than cash.  This is important for BNSF shareholders who wish to defer payment of capital gains taxes.

What is interesting about this stock split is the fact that it shows great concern for very small holders of BNSF shares.  After all, any BNSF shareholder with more than 35 shares could elect to receive one pre-split Class B share of Berkshire based on current prices.

Make no mistake about it:  The stock split has absolutely no impact on the actual intrinsic business value owned by Berkshire Hathaway shareholders.  However, the split has some interesting implications in terms of potential inclusion in the S&P 500 index in the long run.  It may also result in greater trading liquidity which could theoretically benefit shareholders who wish to enter into transactions.

The verdict is still out on whether this transaction will benefit Berkshire Hathaway shareholders in the long run, and much will depend on the trajectory of the economic recovery in the United States.

Resources:

Berkshire Hathaway/Burlington Northern Santa Fe Press Release
Berkshire Hathaway Press Release on Class B Stock Split
Burlington Northern Santa Fe Investor Presentation Webcast
Burlington Northern Santa Fe Presentation Slides
Burlington Northern Santa Fe Transaction FAQ

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway.

Berkshire to Acquire Burlington Northern: A Closer Look5.054

As reported earlier today, Berkshire Hathaway has entered into a definitive agreement with Burlington Northern Santa Fe (BNSF) to acquire for $100 per share in cash and stock the remaining 77.4 percent of outstanding BNSF shares not currently owned by Berkshire.  In addition, Berkshire Hathaway will split its B shares 50-for-1 in order to accommodate a share exchange for smaller owners of BNSF shares.

This transaction, which will bring Berkshire’s investment in BNSF to $44 billion including shares already owned, is the largest acquisition in Berkshire Hathaway history.  What does this acquisition mean for Berkshire Hathaway shareholders?

Using Stock in Acquisitions

Much of the initial chatter on Twitter and elsewhere related to this transaction centers on Warren Buffett’s decision to use stock for part of the purchase.  Does this mean that Mr. Buffett considers Berkshire Hathaway shares to be overvalued and suitable as currency for acquisitions?  While it is possible that Mr. Buffett considers Berkshire shares to be fully valued or overvalued, this is not necessarily the case.  Let’s look at what Mr. Buffett had to say about using stock in acquisitions over twenty five years ago when Berkshire acquired Blue Chip (from the 1982 Chairman’s letter):

Our share issuances follow a simple basic rule: we will not issue shares unless we receive as much intrinsic business value as we give. Such a policy might seem axiomatic. Why, you might ask, would anyone issue dollar bills in exchange for fifty-cent pieces? Unfortunately, many corporate managers have been willing to do just that.

I highly recommend reading the entire section of the 1982 Chairman’s letter entitled “Issuance of Equity” for more of Mr. Buffett’s thoughts on using stock in acquisitions.  Berkshire’s use of stock, based on these principles, does not indicate that Berkshire shares are overvalued.  Instead, it indicates that management believes that at least as much intrinsic value is being received as being given up through the new share issuance.

Terms of Agreement

The terms of the agreement provides BNSF shareholders with the right to receive either cash payment of $100 or a variable number of Berkshire Class A or Class B common stock.  The mix of cash and stock will be subject to proration if the elections made by shareholders of BNSF do not equal approximately 60 percent in cash and 40 percent in stock.

If Berkshire Hathaway Class A shares trade in the range of $80,000 to $125,000 per share, the value of the share exchange for BNSF shareholders will be fixed at $100 per share.  However, if Berkshire Hathaway Class A shares trade either below $80,000 or above $125,000 at the close of the transaction, BNSF shareholders will receive a fixed number of Class A shares (at either 0.001253489 per share below the “collar” range or 0.000802233 per share above the “collar” range).  BNSF shareholders may elect to receive the economic equivalent in Class B shares as well.

The “collar” terms create a situation where BNSF shareholders who elect stock rather than cash could potentially receive less than $100 per share if the price of Berkshire Hathaway A shares are below $80,000 at the close of the transaction.  BNSF shareholders could receive greater than $100 per share  if the price of Berkshire Hathaway A shares are above $125,000 at the close.  At any share price between $80,000 and $125,000, BNSF shareholders will receive enough Berkshire shares to result in a valuation of approximately $100 per share.

Bet on the United States Economy

There is no doubt that this transaction represents a bullish bet on the United States economy as Mr. Buffett stated in the press release:

“Most important of all, however, it’s an all-in wager on the economic future of the United States,” said Mr. Buffett. “I love these bets.”

We know that Mr. Buffett closely follows railroad statistics and has even said that he would choose railroad data as his only economic indicator if “stranded on a desert island“.  Rail car loadings have been far below levels reached during the peak of the last expansion but have recently shown some signs of improvement.  Mr. Buffett has been appearing on television frequently in recent months and has made bullish comments about prospects for the United States economy in the long run.  The transaction is a massive bet on this bullish sentiment.

Stock Split:  No, It’s Not April Fool’s Day

My initial reaction to the stock split announcement was total shock, but when one considers the terms of the BNSF transaction, it appears that Berkshire had no choice but to either split Class B shares or force small shareholders of BNSF to accept cash instead.  With the post-split Class B shares likely to trade well below $100, it appears that even a small holder of BNSF shares will be able to elect Berkshire stock rather than cash.  This is important for BNSF shareholders who wish to defer payment of capital gains taxes.

What is interesting about this stock split is the fact that it shows great concern for very small holders of BNSF shares.  After all, any BNSF shareholder with more than 35 shares could elect to receive one pre-split Class B share of Berkshire based on current prices.

Make no mistake about it:  The stock split has absolutely no impact on the actual intrinsic business value owned by Berkshire Hathaway shareholders.  However, the split has some interesting implications in terms of potential inclusion in the S&P 500 index in the long run.  It may also result in greater trading liquidity which could theoretically benefit shareholders who wish to enter into transactions.

The verdict is still out on whether this transaction will benefit Berkshire Hathaway shareholders in the long run, and much will depend on the trajectory of the economic recovery in the United States.

Resources:

Berkshire Hathaway/Burlington Northern Santa Fe Press Release
Berkshire Hathaway Press Release on Class B Stock Split
Burlington Northern Santa Fe Investor Presentation Webcast
Burlington Northern Santa Fe Presentation Slides
Burlington Northern Santa Fe Transaction FAQ

Disclosure:  The author owns shares of Berkshire Hathaway.

Berkshire to Acquire Burlington Northern: A Closer Look5.054

As reported earlier today, Berkshire Hathaway has entered into a definitive agreement with Burlington Northern Santa Fe (BNSF) to acquire for $100 per share in cash and stock the remaining 77.4 percent of outstanding BNSF shares not currently owned by Berkshire.  In addition, Berkshire Hathaway will split its B shares 50-for-1 in order to accommodate a share exchange for smaller owners of BNSF shares.

This transaction, which will bring Berkshire’s investment in BNSF to $44 billion including shares already owned, is the largest acquisition in Berkshire Hathaway history.  What does this acquisition mean for Berkshire Hathaway shareholders?

Using Stock in Acquisitions

Much of the initial chatter on Twitter and elsewhere related to this transaction centers on Warren Buffett’s decision to use stock for part of the purchase.  Does this mean that Mr. Buffett considers Berkshire Hathaway shares to be overvalued and suitable as currency for acquisitions?  While it is possible that Mr. Buffett considers Berkshire shares to be fully valued or overvalued, this is not necessarily the case.  Let’s look at what Mr. Buffett had to say about using stock in acquisitions over twenty five years ago when Berkshire acquired Blue Chip (from the 1982 Chairman’s letter):

Our share issuances follow a simple basic rule: we will not issue shares unless we receive as much intrinsic business value as we give. Such a policy might seem axiomatic. Why, you might ask, would anyone issue dollar bills in exchange for fifty-cent pieces? Unfortunately, many corporate managers have been willing to do just that.

I highly recommend reading the entire section of the 1982 Chairman’s letter entitled “Issuance of Equity” for more of Mr. Buffett’s thoughts on using stock in acquisitions.  Berkshire’s use of stock, based on these principles, does not indicate that Berkshire shares are overvalued.  Instead, it indicates that management believes that at least as much intrinsic value is being received as being given up through the new share issuance.

Terms of Agreement

The terms of the agreement provides BNSF shareholders with the right to receive either cash payment of $100 or a variable number of Berkshire Class A or Class B common stock.  The mix of cash and stock will be subject to proration if the elections made by shareholders of BNSF do not equal approximately 60 percent in cash and 40 percent in stock.

If Berkshire Hathaway Class A shares trade in the range of $80,000 to $125,000 per share, the value of the share exchange for BNSF shareholders will be fixed at $100 per share.  However, if Berkshire Hathaway Class A shares trade either below $80,000 or above $125,000 at the close of the transaction, BNSF shareholders will receive a fixed number of Class A shares (at either 0.001253489 per share below the “collar” range or 0.000802233 per share above the “collar” range).  BNSF shareholders may elect to receive the economic equivalent in Class B shares as well.

The “collar” terms create a situation where BNSF shareholders who elect stock rather than cash could potentially receive less than $100 per share if the price of Berkshire Hathaway A shares are below $80,000 at the close of the transaction.  BNSF shareholders could receive greater than $100 per share  if the price of Berkshire Hathaway A shares are above $125,000 at the close.  At any share price between $80,000 and $125,000, BNSF shareholders will receive enough Berkshire shares to result in a valuation of approximately $100 per share.

Bet on the United States Economy

There is no doubt that this transaction represents a bullish bet on the United States economy as Mr. Buffett stated in the press release:

“Most important of all, however, it’s an all-in wager on the economic future of the United States,” said Mr. Buffett. “I love these bets.”

We know that Mr. Buffett closely follows railroad statistics and has even said that he would choose railroad data as his only economic indicator if “stranded on a desert island“.  Rail car loadings have been far below levels reached during the peak of the last expansion but have recently shown some signs of improvement.  Mr. Buffett has been appearing on television frequently in recent months and has made bullish comments about prospects for the United States economy in the long run.  The transaction is a massive bet on this bullish sentiment.

Stock Split:  No, It’s Not April Fool’s Day

My initial reaction to the stock split announcement was total shock, but when one considers the terms of the BNSF transaction, it appears that Berkshire had no choice but to either split Class B shares or force small shareholders of BNSF to accept cash instead.  With the post-split Class B shares likely to trade well below $100, it appears that even a small holder of BNSF shares will be able to elect Berkshire stock rather than cash.  This is important for BNSF shareholders who wish to defer payment of capital gains taxes.

What is interesting about this stock split is the fact that it shows great concern for very small holders of BNSF shares.  After all, any BNSF shareholder with more than 35 shares could elect to receive one pre-split Class B share of Berkshire based on current prices.

Make no mistake about it:  The stock split has absolutely no impact on the actual intrinsic business value owned by Berkshire Hathaway shareholders.  However, the split has some interesting implications in terms of potential inclusion in the S&P 500 index in the long run.  It may also result in greater trading liquidity which could theoretically benefit shareholders who wish to enter into transactions.

The verdict is still out on whether this transaction will benefit Berkshire Hathaway shareholders in the long run, and much will depend on the trajectory of the economic recovery in the United States.

Resources:

Berkshire Hathaway/Burlington Northern Santa Fe Press Release
Berkshire Hathaway Press Release on Class B Stock Split
Burlington Northern Santa Fe Investor Presentation Webcast
Burlington Northern Santa Fe Presentation Slides
Burlington Northern Santa Fe Transaction FAQ

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk. 

Disclosure:  The author owns shares of Berkshire Hathaway.

Manual of Ideas Snapshot of Soon-to-Be Berkshire Hathaway Subsidiary Burlington Northern Santa Fe

This morning, Berkshire Hathaway (BRK.A) announced the acquisition of railroad Burlington Northern Santa Fe (BNI) for a transaction value of $44 billion and an equity value of $100 per share in cash and stock. Read the public announcement and coverage by Bloomberg and Reuters.

Profile of Burlington Northern Santa Fe (BNI)

Burlington Northern provides freight rail transportation of coal and consumer, industrial and agricultural products.

Primary Routes*
Burlington Northern Santa Fe, Route Map
* Includes trackage rights. Source: Company.

Business Highlights

  • One of North America’s largest rail networks, with 32,000 route miles in 28 states and Canada.
  • Balanced revenue base, with four major sources of freight revenue: intermodal, industrial products, coal, and agricultural products.
  • Competitive advantage versus trucking. The company’s intermodal transport lags the delivery time of trucking slightly but offers big cost savings.
  • Strong intermodal franchise, with one-third of revenue from consumer products transportation, which interfaces with other types of transportation.
  • Balanced agri business, with 26% and 8% of segment sales from corn and ethanol, respectively.
  • May benefit from higher infrastructure spending under Obama, particularly in industrial products.

Business Risks
  • Industrial franchise exposed to housing slump, as 26% and 37% of segment revenue comes from building and construction products, respectively.
  • Nearly one-half of consumer products revenue relates to imports, exposing the company to a decline in Americans’ appetite for imports.
  • Affected by coal market dynamics. Declines in coal shipments hurt BNI. Coal is expected to remain strategic to U.S. electric power generation. The EIA expects coal supply to increase one-third from 2007 to 2030 to more than 1.5 billion tons.

Major Holders
Insiders 1% │ Berkshire Hathaway 23% │ Cap Re 7% │ Barclays 3% │ State Street 3% │ Vanguard 3%

Key Operating Metrics, 2006-2008
Burlington Northern Santa Fe, Financial Metrics
1 Calculated as thousand gross ton miles divided by avg number of employees.
2 RTN = revenue ton miles.
3 Net debt to capital, adjusted for long-term operating leases and other items.

Access Burlington Northern Santa Fe's latest investor presentation here.

Listen to Berkshire Hathaway and Burlington Northern Santa Fe discuss their business combination.

The Manual of Ideas research team profiled Burlington Northern Santa Fe in the May 2009 issue of Portfolio Manager's Review, the monthly subscription-based publication that routinely analyzes the top holdings of more than 20 "superinvestors," including Warren Buffett, Bruce Berkowitz, David Einhorn, Prem Watsa, and Marty Whitman. Learn about subscribing to Portfolio Manager's Review.

Disclosure: No positions.

October 24, 2009

More From Julian Robertson (video)

Tiger Management founder Julian Robertson expresses his views on inflation and long-term interest rates in an interview with the Financial Times.

October 11, 2009

European Value Report Names Bloomsbury Publishing (London: BMY) Top Stock Idea of the Month

Harry Potter Cover PageEuropean Value Report, the newly launched monthly investment publication of The Manual of Ideas, has named Bloomsbury Publishing (London: BMY) as one of the Report's top two stock picks for the month of October. European Value Report seeks to uncover compelling investments across Europe. The Report benefits from an on-the-ground presence in London, and the research team includes analysts fluent in languages spoken in several European countries. Analysts responsible for identifying European investments frequently travel the continent to find new ideas.

Read European Value Report's thesis on Bloomsbury Publishing.

Special offer: Subscribe by October 19th and take $100 OFF the annual rate of $299. If you are an existing Manual of Ideas paid subscriber, take another $100 OFF for total savings of $200 per year.

Disclosure: No positions.

October 10, 2009

European Value Report Names Austrian Post (Vienna: POST) Top Stock Idea of the Month

Austrian PostOesterreichische PostEuropean Value Report, the newly launched monthly investment publication of The Manual of Ideas, has named Austrian Post (Oesterreichische Post) (Vienna: POST) (Yahoo: POST.VI) as one of the Report's top two stock picks for the month of October.

European Value Report seeks to uncover compelling investments across the European continent. The Report benefits from an on-the-ground presence in London, and the research team includes analysts fluent in languages spoken in several European countries. Analysts responsible for identifying European investment ideas frequently travel the continent to uncover new opportunities.

Read European Value Report's thesis on Austrian Post.

Special offer: Subscribe by October 19th and take $100 OFF the annual rate of $299. If you are an existing Manual of Ideas paid subscriber, take another $100 OFF for total savings of $200 per year.

Disclosure: No positions.

October 06, 2009

Greenbackd on Axcelis Technologies (ACLS)

GreenbackdOne of our favorite blogs for value-oriented investors, Greenbackd, comments on a recent 10x45 Bargain Hunter stock screen in a new article. Greenbackd points out that one of the new additions to the screen results, Axcelis Technologies (ACLS), has appreciated materially and may not be a compelling value at this time due to continuing high cash burn. On the other hand, Greenbackd points out that Axcelis was recently upgraded by a Citi research analyst.

Read the full article by Greenbackd.

October 04, 2009

The Manual of Ideas on Business Leader Henry Singleton, Founder of Teledyne (audio)

Henry Earl Singleton, TeledyneWe are pleased to bring you an exclusive 115-minute audio program on the strategy and tactics behind the business achievements of Henry Earl Singleton (1916-99), founder of Teledyne. The program is presented by John Mihaljevic, CFA, managing editor of The Manual of Ideas. John walks the listener through key passages of Dr. George A. Roberts's biography of Henry Singleton, entitled Distant Force, and opines on the keys to Singleton's success. Author John Train has credited Berkshire Hathaway chairman Warren Buffett as saying that Singleton has "the best operating and capital deployment record in American business."

Select an audio format:
MP3 Icon MP3   WMA icon Windows Media (WMA)   WAV icon Wave (WAV)

Additional resources on Henry Singleton:

Nine Companies Join List of Potential Activist Targets

10x45 Bargain Hunter Value Stock ScreensThe latest issue of 10x45 Bargain Hunter, published on October 4th, presents the results of a proprietary Manual of Ideas stock screen for potential activist targets. The list includes 45 companies, nine of which are new additions to the list. In order for a company to join the list, it must have a strong balance sheet that could be recapitalized or liquidated to achieve activist value creation; and insiders must own less than 20% of the shares, implying an inability to exercise voting control over the company. Here are the newcomers to the screen results:
  • Semiconductor equipment provider Axcelis Technologies (ACLS) joins the list in first place, based on a ratio of "net net" current assets to market value of 1.3x, making ACLS a Ben Graham-style bargain stock. We calculate "net net" current assets as current assets minus total liabilities. A ratio of 1.3x suggests that the liquidation value of ACLS may exceed the company's market value, potentially attracting the interest of activist investment funds.
  • Biotech drug developer Myriad Pharmaceuticals (MYRX) joins the list in second place, as the company has net cash of $169 million versus market value of $135 million. Insiders own virtually no shares of the company, making Myriad vulnerable to activist shareholder action.
  • Communications equipment provider Radvision (RVSN) joins the list in 12th place. Radvision shares recently tumbled to a market value of $115 million, only $8 million above the company net cash balance. The stock price decline came on the heels of Cisco's announcement that it would aquire video conferencing company Tandberg. Radvision provides such technology to Cisco, with the latter Radvision's largest customer.
  • Specialty steel product maker Universal Stainless & Alloy (USAP) joins the list in 30th place. The shares trade at 0.8x price to tangible book value, and the company has 19% of its market value in net cash. "Net net" current assets account for two-thirds of USAP's market value, making the company a potentially interesting recapitalization candidate.
  • Biopharma company Progenics Pharmaceuticals (PGNX) joins the list in 34th place. The shares trade within 10% of their 52-week low, reflecting the stock's lack of participation in the recent stock market rally. With a market value of $155 million and more than $100 million of net cash, the shares could attract the attention of activist investors familiar with the biopharma industry.
  • Cancer drug discovery firm Infinity Pharma (INFI) joins the list in 36th place. While the company is losing money as it advances its drug development pipeline, management has stated that the company has sufficient liquidity through 2013. INFI has a market value of $152 million versus a net cash position of $150 million.
  • Zoran Corp. (ZRAN), a provider of digital solutions for application in the digital entertainment and imaging markets, joins the list in 42nd place. The company recently posted strong sequential revenue growth in key business segments and returned to positive cash flow generation. With 63% of the market value in net cash, the company may be in a position to aggressively repurchase shares, thereby boosting shareholder value on a per-share basis.
  • Semiconductor equipment company Rudolph Technologies (RTEC) joins the list in 43rd place. The company's Q2 revenue growth exceeded guidance, but investors continue to shun the stock. RTEC has one-third of its market value in net cash and nearly two-thirds in "net net" current assets.
  • FInally, fabless semiconductor company Sigma Designs (SIGM) joins the list in 44th place. With one-half of market value in net cash and an enterprise value-to-revenue multiple of 0.9x, the shares appear quite cheap. The company may be in a position to boost shareholder value by using excess liquidity to repurchase shares or pay a one-time cash dividend.

Click here to view the full screen results in PDF format.

Disclosure: No positions.

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September 26, 2009

Downside Protection Report Highlights Tejon Ranch, Imation

John Mihaljevic, Managing Editor, The Manual of IdeasIn the current issue of Downside Protection Report, published on September 25th, editor John Mihaljevic provides the following commentary:

Sometimes we all get a little impatient and look for instant gratification in the stock market. Most of the companies featured on these pages have provided such gratification, not least Premier Exhibitions (PRXI), one of our recent picks. The stock is up 52% in less than a month, and it retains substantial upside. Nevertheless, I will boldly assert that the explosive short-term performance of some of our picks has been due to two factors—luck and sheer luck.

You see, when we look for companies with strong downside protection, there is simply no room for trying to predict the stock price over the next month or even six months. Finding stocks with low downside and above-average long-term upside is tough enough. If we had to worry about short-term catalysts for the stock price, we would either not find any companies in which to invest or we would be forced to compromise on our downside protection criteria.

So, while recent experience may tempt you to compress your time horizon and expect great short-term performance from the companies featured on these pages, it may be time once again to embrace patience. None other than Warren Buffett has stressed the importance of patience, in investing and in life. Consider this Buffett quote: “Someone’s sitting in the shade today because someone planted a tree a long time ago.” Or this one: “You can’t produce a baby in one month by getting nine women pregnant.” These statements touch on the simple truth that some things cannot be rushed. Consistent investment success is one of those things.

With that preamble, we turn to this month’s featured companies, each of which appears to be cheap due to the absence of a short-term catalyst for the stock price. As a result, patience may be required to reap a return on investment. The good news is that each company meets our downside protection criteria while retaining above-average long-term upside potential.

Tejon Ranch (TRC) owns the largest piece of contiguous private land in California, situated north of Los Angeles. The depression in real estate has subdued investor interest in the company, providing patient investors with an interesting opportunity to own this asset at well below fair value. What’s more, Tejon has no net debt and is effectively controlled by famed value investor Marty Whitman. As a result, it’s highly likely that shareholder value will be maximized over time.

Imation (IMN) is a consumer-focused technology firm with leading market share in removable storage products, such as recordable DVDs. The company has a strong balance sheet and owns the widely recognized Imation and Memorex brand names. Trading well below book value and in line with “net net” working capital, the shares strike us as simply too cheap to ignore.

Disclosures: Long IMN, no position yet in TRC.

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September 20, 2009

A Look At Six Newcomers To Greenblatt-Style 'Magic Formula' List

Value Stock ScreenThe current issue of the 10x45 Bargain Hunter (pdf file) stock screening report, published on September 19th, includes a table of the Top 45 "Magic Formula" Stocks, based on trailing operating income. This magic formula screen is based on a methodology advocated by Superinvestor Joel Greenblatt, author of The Little Book That Beats The Market. In a nutshell, the magic formula approach seeks out companies that are both "good" and "cheap." The former is measured by a company's return on capital employed in running the business, while the latter is determined based on the yield of trailing operating income to enterprise value.

Here are the six companies joining the Top 45 "magic formula" screen results this week:

Accenture (ACN) is a global management consulting, technology services and outsourcing juggernaut, with 177,000 employees and $22 billion in annual revenue. The company generates high returns on capital as its main "asset" are its people. With analysts estimating that the company will earn $2.75 in EPS in the fiscal year ending August 31, 2010, the stock is cheap enough to join the magic formula list but not cheap enough to be compelling, in our view.

Lihua International (LIWA) is a Chinese producer of superfine and magnet wire that completed an IPO on September 4th at $4 per share. The stock has rallied to $6.92 as of last Friday. While still relatively cheap based on trailing EBIT to enterprise value, we would like to see it pull back before considering an investment. Click here to view Lihua's IPO prospectus.

McGraw-Hill (MHP) is an information provider in the financial services, education and business information markets through company-owned brands such as Standard & Poor's, McGraw-Hill Education, BusinessWeek and J.D. Power and Associates. Stock performance has been lackluster this year as the broader market has rebounded, due primarily to investor concerns regarding potentially adverse regulatory action, which could lower the long-term franchise value of the S&P credit rating business. With analysts estimating 2010 EPS at $2.55, the shares appear quite cheap for a company of this quality. Click here to view McGraw-Hill presentation at a Goldman Sachs conference on September 15th. Read management's prepared remarks here.

Endo Pharmaceuticals (ENDP) is a specialty pharma company providing branded and generic prescription drugs used to treat and manage pain, overactive bladder, prostate cancer and the early onset of puberty in children, or central precocious puberty (CPP). Analysts estimate that this growing company will earn $2.88 in EPS in 2010, giving investors an opportunity to buy the shares at less than ten times earnings.

Weight Watchers (WTW) provides weight management services, operating globally through a network of company-owned and franchise operations. In the first half 2009, revenue declined to $763 million versus $837 million in the first half 2008, impacted by lower consumer spending on dieting programs. Little doubt remains, however, that the company's services will be in demand by consumers for a long time to come, and Weight Watchers has a brand that should help keep the company's market share strong over time. Analysts estimate 2009 EPS at $2.62, implying a valuation of just under ten times earnings.

Sabine Royalty Trust (SBR) receives landowner's royalties, overriding royalty interests and similar income from producing and proved undeveloped oil and gas properties in Florida, Louisiana, Mississippi, New Mexico, Oklahoma, and Texas. SBR does not strike us as a "magic formula" stock on a normalized basis, as oil and gas-related companies typically achieve high returns on capital only in favorable commodity pricing environments. As a result, we would pass on the shares in the context of the magic formula screen presented in 10x45 Bargain Hunter.

Magic Formula Screen Results, September 19, 2009 (excerpted from 10x45 Bargain Hunter)

Disclosure: No positions.

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September 17, 2009

Buffett Lacks Enthusiasm for Kraft’s Cadbury Bid

In the second part of the CNBC interview shown below, Warren Buffett comments on Kraft’s recent bid for Cadbury.  While he expressed confidence in Kraft’s management, he was very clear in stating that Kraft already made a “full price” offer and is at a disadvantage since part of the deal involves using “undervalued” Kraft stock. Mr. Buffett also comments on a variety of other topics including the residential real estate market.  The first part of the interview was posted with some comments on this site last night.

The author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

September 05, 2009

Contrarian Stock Screen: Biggest Losers in 2009

One of the favorite screening methods of contrarian investors is to search for companies whose stock prices have underperformed the broader market. In the screen presented below, we highlight stocks that have underperformed year-to-date in 2009 (through September 4th).

In order to minimize the occurrence of companies in financial distress as well as those posting large losses, we limit the screen to companies with no net debt and profitable operations (either based on the trailing twelve months or analyst estimates of the next twelve months). This narrowing of the field should result in a superior list of companies that may have been sold indiscriminately by investors, despite a strong balance sheet and decent operating results.

Topping the screen results is Cardionet (BEAT), a provider of ambulatory outpatient services for monitoring clinical information regarding an individual’s health. Insiders were buying the shares at materially higher prices as recently as May. Fidelity owns 13% of the company.

Number two on the list is Russian phone service provider Rostelecom (ROS). The company earned 2.4 billion roubles (~$75 million) in the first half of this year, and had 18 billion roubles (~$575 million) of net cash and investments as of June 30th.

Also on the list is wholesale distributor of technology products Imation (IMN). Trading at 0.6x tangible book value and with a large net cash position, the company is an interesting candidate for investors looking for an industry leader with rock-solid balance sheet. Value investment firms Artisan and Third Avenue own 4% and 2% of the company, respectively.

We also point out printer maker Lexmark (LXK), the 16th company on the list. Lexmark shares have declined 30% this year on weak printer sales. The company deserves a look, as it trades at 10x next year's consensus EPS estimate.

Three consumer-focused companies on the list also deserve closer attention: teen apparel retailer Hot Topic (HOTT), golf equipment provider Callaway Golf (ELY), and branded shoe marketer Deckers Outdoor (DECK). While the near-term outlook for these companies is muddied by the recession in consumer spending, each company has a franchise that should do well as retail spending stabilizes.

Click here for a PDF version of the following table (note: PDF files contains clickable links to additional company information).

10x45 Bargain Hunter Contrarian Value Stock Screen

Disclosure: Long MCF, no other positions.

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August 23, 2009

10 Greenblatt-Style 'Magic Formula' Stocks Deserve Closer Look

The current issue of the 10x45 Bargain Hunter stock screening report, published on August 23rd, includes a table of the Top 45 "Magic Formula" Stocks, based on current consensus estimates of this year's earnings per share. This "Magic Formula" screen is based on a methodology advocated by Superinvestor Joel Greenblatt, author of The Little Book That Beats The Market.

In a slight departure from the screen popularized by Greenblatt on the website MagicFormulaInvesting.com, the 10x45 Bargain Hunter screen featured below screens for stocks based on this year's estimated EPS rather than operating income for the trailing twelve months. The use of forward earnings may be advantageous, as a screen based on trailing earnings would likely include many companies whose recent performance has been strong but whose prospects are weak. On the other hand, a screen based on forward EPS runs the risk of including companies with "stale" analyst estimates, i.e., companies whose EPS estimates may have to be revised downward. Nonetheless, we find the screen below to be a useful tool for value-oriented investors seeking to uncover "good" companies trading at low prices.

Ten companies on the list deserve a closer look, in our view:

EarthLink (ELNK) is a “cash cow” business offering commoditized Internet access to consumers and businesses. Management has made a strategic decision to cut backend costs and marketing expenses in order to maximize FCF generated by existing customers. At a 13% earnings yield based on this FY EPS estimates, the shares deserve a look, but investors should make conservative assumptions about future ARPU and churn.

Pre-Paid Legal (PPD) is a company with a theoretically appealing value proposition. Unfortunately, the company has not yet found the right formula to grow membership beyond the current 1.5% of addressable households. PPD’s multi-level marketing strategy may present a hurdle to widespread adoption of the pre-paid legal service. We recognize that it would be exceedingly difficult to revamp the sales strategy due to the risk of transitional channel conflict. As a result, PPD may be stuck in a strategy that could keep it a marginal provider of legal services for a long time.

Mirant (MIR) sells electricity, which it generates through coal-fired, and oil and gas generating facilities. Star hedge fund manager John Paulson owns more than 12% of the company. With shares trading at 0.6x tangible book value, they deserve a closer look.

Foster Wheeler (FWLT) is an engineering and construction contractor and power equipment supplier that has executed well in recent years, benefiting from global growth and strength in energy-related industries. The company has a rock-solid balance sheet and bought back more than $400 million of stock in 4Q08. The shares price in a sharp near-term downturn in business, making this a potentially interesting opportunity for contrarian investors. Investors should monitor the so-called “scope” backlog to gauge Foster Wheeler’s resilience in a weak operating environment.

H&R Block (HRB) is one of the most widely recognized consumer brands, as the company is nearly ubiquitous across the country at tax time. H&R Block misstepped badly during the housing bubble, making a major foray into mortgage loans. This mistake is now behind the company, so future value creation will depend mostly on H&R Block's ability to gain share versus other tax services providers, such as CPAs. The trend toward electronic tax return preparation -- think Intuit's TurboTax -- remains the major long-term threat to H&R Block's prospects.

GT Solar (SOLR) provides manufacturing equipment and services for the production of photovoltaic, wafers, cells and modules, and polysilicon worldwide. While we normally avoid solar companies because the entire sector has been hyped for quite some time, GT Solar is interesting both from a valuation standpoint as well as the fact that respected value investment firm Oaktree Capital Management owns more than 5% of the shares.

GigaMedia (GIGM) is engaged in the growing business of providing gaming software and services to the online gaming industry in China, Taiwan, Hong Kong, and Macau. The company's solid balance sheet and valuation of slighly less than 1x enterprise value to trailing revenue make GigaMedia worthy of consideration.

Synopsys (SNPS) provides electronic design automation (EDA) software and related services to semiconductor companies worldwide. The EDA segment remains one of the most attractive places in the semiconductor value chain, and Synopsys is a leader in the space. The company derives a large portion of revenue from recurring software subscription fees, improving the steadiness and predictability of the business. High-quality tech companies such as Synopsys rarely trade cheaply enough to appear on a 'magic formula' screen, which is why we take note of it here.

Lorillard (LO) lacks a key attribute of a great business — an ability to reinvest FCF at high rates of return. As a domestic-only tobacco maker, Lorillard operates in a slowly but steadily declining market. This puts the company in cash harvest mode despite the modest growth exhibited by Newport in recent years. Lorillard may continue outperforming the rest of the tobacco industry for quite some time to come, but that's not saying much considering the challenges facing U.S.-centric tobacco companies.

Hewlett-Packard (HPQ) needs no introduction. The recent trading price implies a current earnings yield of roughly 11%, quite respectable for this industry leader. Respected value-oriented fund managers Steve Mandel of Lone Pine and Dan Loeb of Third Point initiated positions in Hewlett-Packard during the second quarter.

Top 45 "Magic Formula" Stocks (based on this FY EPS estimates)
(click to view printable version)

 
Source: The Manual of Ideas, BeyondProxy LLC.

Disclosure: No positions.

Don't miss out on nine other essential screens for value investors! Get 10x45 Bargain Hunter every two weeks for only $99 per year. Or receive it FREE with your subscription to Downside Protection Report. Start 30-day FREE trial of DPR now!

August 10, 2009

Sprott's Peter Hodson Likes Gravity

Well-regarded fund manager Peter Hodson of Sprott Asset Management presented a compelling investment case for Gravity Co. (GRVY) in an interview with Canada's Business News Network on August 6th. Hodson's argument is in line with the thesis presented in a recent issue of Downside Protection Report.

Gravity is a Korean software company, developing massively multiplayer online role-playing games (MMORPG). Despite the company's recent profitability inflection point, the shares continue to trade roughly in line with net cash and investments. While the shares have appreciated considerably this year, they remain undervalued and still trade at a price that is lower than two years ago. Gravity's valuation compares favorably to public companies such as Shanda Interactive Entertainment (SNDA), Giant Interactive Group (GA), NetEase.com (NTES), Perfect World (PWRD), and The9 Limited (NCTY).


Disclosure: Long GRVY, no position in SNDA, GA, NTES, PWRD, NCTY.

Paul Sonkin on Steinway: 'Earnings Will Recover'

Paul Sonkin, Columbia Business School professor and manager of the Hummingbird Value Fund, highlighted a few interesting microcap investment opportunities in an interview with StreetCapitalist.com, published on August 10th. The companies mentioned in the interview include Fortress International (FIGI), Southpeak Interactive (SOPK), and Rand Logistics (RLOG).

Most notably, Sonkin likes grand piano and band instrument maker Steinway Musical Instruments (LVB). Says Sonkin,

"You always want to look for a catalyst but sometimes there is no catalyst. So with Steinway there’s no real catalyst there. Earnings will recover and that will be the catalyst but the catalyst isn’t obvious and when it is obvious it’s too late."
Sonkin also addressed Steinway in a recent interview with Forbes:

Steinway was the subject of an investment profile in the June issue of Portfolio Manager's Review, which pointed out Steinway's hidden real estate value. According to PMR,

"Steinway has leading market shares in the premium piano and U.S. band instrument markets, world-class brand names, and significant “hidden” real estate holdings, including a prime Manhattan office building and property on the Queens waterfront. While demand for Steinway instruments collapsed in Q1 and is expected to remain soft, it is quite clear that the shares are a bargain. The company bought back some debt at a discount in Q1, signaling management confidence in the liquidity position."

Click here to read the Steinway Musical Instruments investment profile.

Disclosure: No positions.

July 31, 2009

Background on SPSS, IBM's $1.2 Billion Acquisition Target

For those of you interested in learning more about IBM's recently announced $1.2 billion cash purchase of software company SPSS, here is a writeup on SPSS. The Manual of Ideas research team analyzed SPSS in November 2008 and found this little-followed software company to be a compelling investment.

SPSS Company Profile -- Acquired By IBM

Page 218 of 401 Thanksgiving 2008 Chicago, IL, 312-651-3000 http://www.spss.com Valuation # of Ests 7 7 7 7 2 5 P/E FYE 12/31/07 P/E FYE 12/31/08 P/E FYE 12/31/09 P/E FYE 12/31/10 EV / LTM revenue EV / LTM EBITDA EV / LTM EBIT 14.7x 12.8x 12.4x 12.7x 0.9x n/a 5.4x SPSS (Nasdaq: SPSS) Technology: Software & Programming, Member of S&P SmallCap 600 Trading Data Price: $24.30 (as of 11/14/08) 52-week range: $21.98 - $43.36 Market value: $441 million Enterprise value: $284 million Shares out: 18.1 million Ownership Data Insider ownership: 1% Insider buys (last six months): 0 Insider sales (last six months): 7 Institutional ownership: n/a # of institutional owners: n/a Consensus EPS Estimates Latest $0.45 0.48 1.90 1.96 1.92 Month Ago $0.56 0.50 1.92 2.11 2.13 This quarter Next quarter FYE 12/31/08 FYE 12/31/09 FYE 12/31/10 LT EPS growth 11.9% 11.9% Latest Quarterly EPS Surprise Date 11/4/08 Actual $0.55 Estimate $0.44 P / tangible book 3.4x Greenblatt Criteria LTM EBIT yield LTM pre-tax ROC 18% n/m Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit EBIT Net income Diluted EPS Cash from ops Capex Free cash flow Cash & investments Total current assets Intangible assets Total assets Short-term debt Total current liabilities Long-term debt Total liabilities Preferred stock Common equity EBIT/capital employed 12/31/01 174 153 (34) (26) (1.90) 14 33 (20) 31 119 92 252 1 93 0 119 0 133 -116% 12/31/02 209 185 (17) (17) (0.99) (1) 24 (25) 15 89 67 214 3 99 6 112 0 102 -75% Fiscal Years Ended 12/31/03 12/31/04 12/31/05 208 224 236 192 210 220 0 7 28 9 6 16 0.53 0.31 0.85 22 12 52 12 15 17 10 (2) 35 36 37 84 113 116 144 73 74 73 229 235 272 3 3 3 96 102 106 6 3 1 109 107 108 0 0 0 120 129 164 1% >100% n/m 12/31/06 262 243 34 15 0.73 48 17 31 140 207 77 333 0 114 0 116 0 217 n/m 12/31/07 291 273 50 34 1.65 85 19 66 307 376 80 501 0 139 150 292 0 209 n/m LTME 9/30/08 309 288 52 38 1.97 79 20 58 307 361 83 488 0 122 150 275 0 213 n/m FQE 9/30/07 72 68 13 8 0.41 17 5 12 297 358 80 488 0 119 150 270 0 218 n/m FQE 9/30/08 75 69 13 11 0.55 17 7 10 307 361 83 488 0 122 150 275 0 213 n/m Ten-Year Stock Price Performance and Trading Volume Dynamics $60 $50 $40 $30 $20 $10 $0 Jan 00 Jan 00 Jan 00 Jan 00 Oct 03 Oct 04 Oct 05 Oct 06 Oct 07 Oct 08 © 2008 by BeyondProxy LLC. All rights reserved. www.manualofideas.com PHOTOCOPYING & FAXING WITHOUT PERMISSION IS PROHIBITED. Page 219 of 401 Thanksgiving 2008 BUSINESS OVERVIEW SPSS provides analytics software, with “predictive analytics” technology improving processes by providing “forward visibility” for business decisions. SPSS was founded in 1968. • SELECTED OPERATING DATA FYE December 31 2005 2006 % of revenue by type: License 46% 48% Maintenance 43% 42% Services 11% 10% Revenue growth by type: License 12% 16% Maintenance 5% 7% Services -14% 4% Total revenue growth 5% 11% Selected items as % of revenue: EBIT 12% 13% D&A 7% 6% Capex -3% -2% Capitalized software -4% -5% % of revenue by geography: U.S. 44% 42% Europe 42% 43% Pacific Rim 15% 15% 2007 49% 41% 10% 15% 8% 5% 11% 17% 6% -2% -5% 41% 44% 15% YTD 9/30/08 47% 43% 10% 5% 13% 6% 8% 16% 7% -2% -5% 40% 44% 16% • Investors may under-appreciate underlying growth, as revenue has grown more slowly than license revenue. Consistent double-digit license growth reflects strong adoption of SCSS software. Stock price implies 13% trailing FCF yield, 12x trailing P/E and 12x forward P/E. “Very challenging economic times” and dollar appreciation have hurt YTD results. License sales in Europe and Japan have not met expectations. Sales in northern Europe have been affected by a lack of sales capacity, an issue the company is addressing. Primary worldwide competitor in each target market is the well-respected and larger SAS Institute (>$2 billion revenue). SPSS also competes against NCR, Fair Isaac and Oracle. Recently updated poison pill. The company has a shareholder rights plan in place that discourages the acquisition of more than 15% of SPSS shares without the company’s approval. 08 P/E 8x 10x 10x 11x 14x 13x 09 P/E 7x 9x 10x 10x 13x 12x INVESTMENT RISKS & CONCERNS • • • INVESTMENT HIGHLIGHTS • $3 billion market growing in low teens. SPSS targets advanced analytics ($1.5 billion, growing at 10%) and CRM analytic applications ($1.5 billion, growing at 13%). SPSS has less than 10% share. Predictive Analytics software improves processes by providing visibility for key decision makers and automating decisions to meet business goals. SCSS claims that Predictive Analytics ads significantly more value than business intelligence software. Customer list includes 95% of Fortune 1000, all major countries, all U.S. State governments, every branch of the U.S. Military, all top U.S. universities and 75% of top European universities. Steady margin improvement from 2004-07. SPSS achieved EBIT margins of 3% in 2004, 12% in 2005, 13% in 2006, and 17% in 2007. Repurchased $28 million of stock YTD and $72 million in 2007. Low-cost $150 million convert due 2012, with a conversion price of $47 per share and a fixed interest rate of 2.5%. Guiding for revenue growth of 4-6% and EPS growth of 15-20% in 2008, with expected revenue of $302-308 million, non-GAAP EPS of $1.90-1.98. COMPARABLE PUBLIC COMPANY ANALYSIS ($mn) FIC MSFT MSTR ORCL SAP SPSS MV 650 178,445 422 87,110 41,890 441 EV 1,034 159,698 295 85,326 39,852 284 EV/Rev 1.4x 2.6x .8x 3.7x 2.8x .9x P/TB n/m 9.2x 3.7x n/m 119.0x 3.4x • MAJOR HOLDERS CEO Noonan 3% │ Other insiders 2% │ T Rowe 11% │ Barclays 7% │ AXA 6% │ State Street 6% │ Brown 6% │ Ellington 6% │ Daruma 5% • • • • • RATINGS VALUE Intrinsic value materially higher than market value? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? EXPLOSIVENESS 5%+ probability of 5x upside in one year? THE BOTTOM LINE SPSS is a compelling magic formula selection. The impressive client roster, including 95% of the Fortune 1000, highlights SPSS’s advantage in predictive analytics software. This niche market appears to have better long-term characteristics than most other software segments, which tend to undergo rapid change and attract vicious competition. SPSS’s primary competitor, the SAS Institute, has been a solid performer for many years, and we believe SPSS could achieve similar success. © 2008 by BeyondProxy LLC. All rights reserved. www.manualofideas.com PHOTOCOPYING & FAXING WITHOUT PERMISSION IS PROHIBITED. Subscribe now! Send business card and $999 check payable to BeyondProxy LLC to P.O. Box 1375, New York, NY 10150 When asked how he became so successful, Buffett answered: "we read hundreds and hundreds of annual reports every year." A Quarterly Publication of BeyondProxy LLC www.manualofideas.com Thanksgiving 2008 THE “MAGIC FORMULA” 100 ► Joel Greenblatt’s winning investment approach – why it works ► Analysis of Top 100 companies passing “Magic Formula” screen ► Proprietary selection of Top 10 investment opportunities Companies include Accenture, Acme Packet, Aladdin Knowledge, Allegheny, Ambassadors Group, American Eagle Outfitters, AmerisourceBergen, Bare Escentuals, Barrett Business Services, Biovail, Boeing, Broadridge Financial, BSQUARE, Cadence Design, CF Industries, Coach, CTC Media, Darling, Dell, Deluxe, DepoMed, Diamond Mgmt & Technology, DISH Network, Double-Take Software, Dynacq Healthcare, EarthLink, eBay, EMCOR, Emulex, First Advantage, Forest Labs, Foster Wheeler, Gannett, Garmin, Hansen Natural, Heidrick & Struggles, Herbalife, Herman Miller, Hurco, iBasis, ICF International, Iconix, infoGROUP, Jackson Hewitt, KBR, Kenexa, KHD Humboldt Wedag, King Pharma, Korn/Ferry, Lam Research, LCA-Vision, Lear, Lincare, Lorillard, Manitowoc, McGraw-Hill, Medicis Pharma, MEMC Electronic Materials, Meredith, Mesabi Trust, Microsoft, Monster, Mosaic, Net 1 Ueps, New Frontier Media, NutriSystem, NVIDIA, Pacer, Perini, Pre-Paid Legal, Precision Castparts, Premier Exhibitions, PRIMEDIA, Questcor Pharma, R.G. Barry, RadioShack, Robert Half, Rockwell Automation, Seagate, Sierra Wireless, Sigma Designs, Spark Networks, SPSS, Syneron Medical, Take-Two Interactive, Tempur-Pedic, TheStreet.com, Total System Services, Travelzoo, USA Mobility, VAALCO Energy, Value Line, ValueClick, Varian Semiconductor, Verigy, Versant, Viacom, ViroPharma, Western Digital, and more. Special Section, pages 4-259 Also inside: Proprietary Investment Idea Lists Top 10… best of the best companies with hidden assets superinvestor ideas tax-selling bargains stocks you’ve never heard of bargains in financial sector heavily shorted stocks Renaissance Technologies ideas foreign companies listed in U.S. or Canada branded businesses explosive stocks Top 10 ideas for… activist value investors deep value investors cash flow investors GARP investors special situation investors nano cap investors micro cap investors small cap investors mid cap investors large cap investors Portfolios With “Signal Value” Top ideas of top investors… Ackman Berkowitz Buffett Cumming & Steinberg Einhorn Greenberg Hawkins Icahn Klarman Lichtenstein Loeb Mandel Pabrai Pzena Lampert Hohn Watsa Whitman Proprietary Stock Screens Searching for equities with asymmetrical risk-reward profiles… “shunned by the market, but not by insiders” “biggest losers” “biggest losers (deleveraged)” “biggest losers (deleveraged, likely profitable)” “lots of revenue, but little enterprise value” “neglected gross profiteers” “companies with strong, liquid balance sheets” “underperformers” “sale, liquidation or recap opportunities” “good businesses at good prices”… based on LTM EBIT… this FY EPS estimates… next FY EPS estimates… 2012 EPS estimates Industry Browsers Snapshots of sectors including… basic materials capital goods consumer cyclical consumer noncyclical energy financial healthcare services technology transportation utilities Beyond the MOI… Best free ideas and opinion on the Internet Copyright Warning: It is a violation of federal copyright law to reproduce all or part of this publication for any purpose without the prior written consent of BeyondProxy LLC. The Copyright Act imposes liability of up to $150,000 per issue for such infringement, and violators will be prosecuted to the full extent of the law. See last page for subscription information, including having multiple copies sent to you. © 2008 by BeyondProxy LLC. All rights reserved. Page 400 of 401 Thanksgiving 2008 About the MOI © 2008 by BeyondProxy LLC. All rights reserved. All content is protected by U.S. and international copyright laws and is the property of BeyondProxy and any thirdparty providers of such content. The U.S. Copyright Act imposes liability of up to $150,000 for each act of willful infringement of a copyright. The Manual of Ideas is published quarterly by BeyondProxy. Subscribers may download content to their computer and store and print materials for their individual use only. 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Disclosure: No positions.

July 12, 2009

Nadav Manham on Why Some Vornado Shareholders Have Got It Wrong

The WSJ reports that Vornado Realty Trust is seeking to raise a $1bn distressed real estate fund to use as its "exclusive vehicle for real-estate and real-estate-related investments." 

The article wonders why a publicly-traded REIT like Vornado would choose to raise money from private investors rather than in the public market.  To do the former, the article argues, "risks dismaying shareholders who hoped Vornado would use its investing expertise to do deals on its own balance sheet," and quotes Mike Kirby of Green Street Advisors as follows:

Most smart observers feel like the cheapest capital for the next few years is going to be in the public market, not the private market.


I guess the real question is: cheapest capital for whom?  For companies themselves--ie existing investors--or for new investors?

As a publicly traded entity, Vornado's management has a duty to its existing shareholders, which includes the duty not to dilute them.  As a REIT, even in good times it is capital-constrained, because by law it must distribute at least 90% of its taxable income as dividends.  To do deals and grow it must constantly raise money, both debt and equity, and if you read Vornado's annual letter, chairman Steven Roth often praises Wendy Silverstein (Executive VP-Capital Markets) for her ability to do that.  If a company has a duty not to dilute existing shareholders, yet must also constantly raise new money, with every new capital raise it must ask itself "Does this new capital create value for existing shareholders?"  In its long history, Vornado has shown that its answer to this question has mostly been "yes."

In times of distress/opportunity a company like Vornado is even more capital-constrained.  It sees many more deals it wants to do than it has capital to do them with.  The "traditional" solution, to just raise new equity, is unattractive because Vornado's stock is down.  My strong guess is that Vornado has concluded that any equity raise at current prices would be too dilutive to current shareholders--it would allow new shareholders to buy into Vornado's existing portfolio of assets at a bargain price, and at the expense of existing shareholders.  So it has opted for an untraditional solution, raising private money in a PE fund structure, maybe even at 2 and 20, to give it the capital it needs to do all the deals it will want to do. 

How can raising money in the private market at 2 and 20--where investors literally pay up front for the privilege of being able to invest alongside Vornado's management team--be more expensive than raising new public equity, with the stock down over 50% from its highs and where Vornado would itself have to pay almost 9% in dividends as an inducement?

I think Vornado is simply doing its job here, and doing it well.  If I were a Vornado shareholder I would not be "dismayed," I would be happy.  If I were an institutional investor being pitched Vornado's new PE fund, the smart thing to do might be to say no to the fund and simply invest in the stock.  Most institutional investors are not set up this way though--they decide in advance "We're going to allocate X to 'distressed real estate opportunity funds'" and don't have the flexibility to invest in a potentially superior mousetrap that targets the identical asset class.  You might say Vornado is making an institutional rigidity arbitrage bet here.

The author of this post is Nadav Manham, president of Elera Advisors LLC, an investment advisory company focused on value-oriented manager selection. Mr. Manham is a Manual of Ideas contributor and editor of The Investor's Consigliere.

Disclosure: No Position (yet).

Ravi Nagarajan on Book Value and Valuing Berkshire Hathaway

In today’s edition of Barron’s, Andrew Bary presents a bullish case for Berkshire Hathaway with a target price of $110,000 per share based on a valuation of 1.4 times Barron’s estimate of Berkshire’s book value per share in one year.  Please click on this link for a preview of the Barron’s article which is only available in full to paid subscribers.

There are many different valuation models for Berkshire Hathaway and much controversy regarding which valuation approach is appropriate.  At best, a valuation approach can only come up with a very rough estimate of intrinsic value.  I came up with my own valuation approach which is heavily influenced by the earnings power of Berkshire’s insurance float.  There are online calculators, such as the Berkshire Hathaway Intrinsivaluator that permit changing numerous variables to come up with a valuation.

How Meaningful is Berkshire’s Book Value?

Warren Buffett has encouraged shareholders to carefully examine book value per share and highlights the importance of the measure by providing a table showing growth in book value per share compared with the results of the S&P 500 over time.  However, Mr. Buffett has clearly stated in shareholder letters that Berkshire Hathaway’s intrinsic value per share “far exceeds” book value per share (see, for example, Warren Buffett’s 1999 Chairman’s Letter.)

Why would intrinsic value “far exceed” book value?  After all, isn’t book value per share a reflection of the value of Berkshire’s business interests including current values of marketable securities and reflecting historical retained earnings?

If Berkshire Hathaway consisted of only marketable securities that are marked to market for each accounting period, book value would indeed provide a relatively accurate reflection of intrinsic value and substantial premiums over book value would need to be justified based on the superior investment track record displayed over the years.  However, Berkshire has a large and growing collection of operating companies that have shown steady growth over the years.  While the retained earnings from these businesses have been reflected in Berkshire’s book value, the growth in the likely market value of subsidiaries has not.

What about goodwill reflected on the balance sheet?  Doesn’t Berkshire have a large amount of goodwill and doesn’t this reflect the additional economic value of the operating subsidiaries?  It is important to remember that accounting goodwill on the balance sheet reflects the excess amount paid for the business over tangible book value of the subsidiary at the time of purchase. Goodwill used to be subject to annual amortization which, for many years, further distorted the usefulness of book value as a valuation metric.  While goodwill is no longer amortized, it is still tested for impairment annually.  However, in no case is accounting goodwill adjusted upwards in cases where a subsidiaries economic moat has grown over time.

Mr. Bary’s article in Barron’s partially makes this point when he estimates the value of GEICO at $15 billion, a value far exceeding the purchase price of GEICO (for a full account of the GEICO purchase, I highly recommend reading the 1995 Chairman’s Letter).   The example of GEICO is one of many.  Another famous and obvious example involves See’s Candies, a subsidiary purchased in 1972 for $25 million which is now worth many multiples of the original purchase price.

Book Value Provides Directional Clues

Obviously, I am not suggesting that Berkshire’s accounting goodwill should be “marked up” as the economic goodwill of subsidiaries increase over time.  This is absurd and would be subject to every kind of fraud, not at Berkshire but at many other companies, if codified into accounting conventions.

What I am suggesting is that book value per share is only useful in the sense that it provides directional clues regarding the change in intrinsic value of Berkshire over a period of time.  To the extent that observers attempt to place a multiple on book value to arrive at intrinsic value, it is critical to understand that the multiple has to increase over time to compensate for the additional economic goodwill that would be reflected in the market value of operating subsidiaries if they were to be evaluated as stand alone businesses.

What is an Appropriate Multiple?

What is an appropriate price to book value multiple for Berkshire Hathaway today?  I personally do not favor using this type of valuation metric, but I have trouble reconciling a 1.2 price to book value ratio based on an objective evaluation of the quality of the operating subsidiaries and I would note that I doubt that Mr. Buffett was referring to a 20% premium over book value when he stated that intrinsic value “far exceeds” book value.



Tha author of this post, Ravi Nagarajan, is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

Disclosure:  The author owns shares of Berkshire Hathaway.

June 14, 2009

Activist Targets: Potential Sales, Liquidations or Recaps


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June 13, 2009

Kirchner on GGP

Thomas Kirchner of the Pennsylvania Avenue Event-Driven Fund (PAEDX) has formulated a credible counter-argument to Bill Ackman's bullish thesis on the equity of bankrupt mall REIT General Growth Properties. Read Kirchner's argument.

June 10, 2009

Magic Formula 100: The Issue That Got Us Started (FREE)

Here is a look back at the inaugural issue of Portfolio Manager's Review, dated November 2008. An equal-weighted basket of the Top 10 companies recommended in this issue roughly six months ago is up 64.80% as of the market close on June 10, 2009. Each of the ten stocks we selected from the 100 companies we analyzed is up since the publication date, with appreciation ranging from 25.32% (Syneron) to 113.79% (Tempur-Pedic).

Since launching Portfolio Manager's Review, we have been humbled by the feedback and subscription requests we have received. Some of the world's most famous value investors now rely on Portfolio Manager's Review in their idea generation processes. We are committed to continue delivering a product that is unlike any other.

Learn more about Portfolio Manager's Review.

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May 30, 2009

Hurco Posts Fiscal Q2 Results: Some Troubling Developments Emerge

By Ravi Nagarajan

Hurco Companies provided a press release this afternoon with results for the second fiscal quarter of 2009 which ended on April 30.  The 10Q report has yet to be posted to the SEC website.  While the results reflect significant weakness in Hurco’s business, this is hardly a major surprise given the continued turmoil in the global economy.  This was to be expected under the circumstances and a superficial look at the press release shows that Hurco only sustained a minor loss of four cents per share.  However, a closer look reveals some potentially larger problems.

Summary of Results

Hurco reported a net loss of $281,000, or $0.04 per share compared to net income of $5,467,000, or $0.85 per share for the corresponding period in 2008.  Sales and service fees for the second quarter came to $20,489,000, a jarring decrease of 65% compared to the second quarter of 2008.  While part of the decrease can be attributed to the stronger dollar, this was a relatively minor impact at around 5% of second quarter sales.

Sales were most impacted in Europe where a decline of 69% was posted.  North America experienced a 47% decline in sales while the small Asia Pacific business reported a 67% decline.  The picture does not look great going forward with new order bookings in the second quarter at $18,135,000, a decrease of 69% compared to the prior year period.

Gross margin declined to 26% compared to 35% in the prior year primarily due to lower sales volume and the decline in sales of higher priced VMX machines in Europe.  Competitive pricing pressures also had a negative impact.  Hurco cut selling, general, and administrative expenses by 36% from the corresponding prior year period.  However, cost cutting could not occur quickly enough to offset the dramatic decline in sales. SG&A expenses as a percentage of sales rose to 36.7% from 20% in the corresponding prior year period.

The balance sheet, at least at first glance, continues to reflect significant strength.  As of April 30, Book Value was $18.99 per share, tangible book value was $16.88 per share, Current Assets less All Liabilities was $14.72 per share, and the company had $4.34 per share in cash and short term investments.

Concerns

As noted above, the fact that sales declined rapidly is not a major surprise.  However, digging deeper into the press release reveals some key concerns that must be examined in more detail:

Realized Gains on Derivatives

As Hurco reported in their latest 10K report, the company enters into foreign currency contracts periodically to hedge sales denominated in foreign currencies.  The purpose of the hedges is to mitigate against the impact of adverse exchange rate movements on cash flows.  As of January 31, 2009, the company had $2.8 million of unrealized gains, net of tax, related to future cash flow hedge instruments.  Deferred gains are normally recorded as an adjustment to cost of sales in the period when the sale that is subject to the related hedge contract is recognized.

In today’s news release, the company reported that $2,202,000, or $0.34 per share, of net realized gains on the hedge contracts were recognized on the income statement as other income.  Presumably, this gain was recognized in this manner because the size of the hedges the company entered into reflected a higher level of sales than now appears realistic.  Therefore, the hedges were closed out and recognized as income in the second quarter.

Obviously, investors must note that the net loss for the quarter would have been much larger had it not been for this one time gain on the derivative instrument.  Indeed, operating income reflects this weakness.  It would be wrong to conclude that Hurco can expect to repeat this quarter’s experience of a small loss going forward assuming current sales and expenditure levels.

Inventory Concerns

Inventories at the end of the second quarter rose to $64,880,000 from $63,294,000 at the end of the first quarter, despite the fact that sales for the second quarter declined 27.6% compared to sales in the first quarter.  Days Sales of Inventory (DSI) rose from 291 to 387 days.  This is historically very high for Hurco.  DSO averaged 162 days for the five fiscal years from 2004 to 2008.  The obvious question is whether Hurco is going to face any inventory obsolescence in the coming quarters.  The failure to significantly reduce inventory levels despite the large drop in sales over the past two quarters is a red flag indicating potential inventory write downs going forward.

Accounts Receivable

While Accounts Receivable fell to $15,903,000 from $18,587,000 at the start of the quarter, Days Sales Outstanding (DSO) rose from 60 to 71 days.  This could indicate trouble collecting from customers that are under stress from the impacts of the global recession.  In Hurco’s Q1 report, the company notes that many customers were impacted by tight credit during the quarter.  Given the nature of Hurco’s customer base, it is reasonable to suspect that uncollectible receivables may increase.  The question is whether Hurco has a sufficient reserve in the allowance for doubtful accounts based on current conditions.

Capitalized Software Development Costs

Over the first six months of the fiscal year, the company’s account for capitalized software development costs has increased by $386 million and now stands at $6,097,000.  While the capitalization of software development costs is in and of itself not an illegitimate practice, one must carefully examine this type of capitalized cost since if it was expensed during the current period, the net loss would have been that much wider.  Hurco’s capitalized software development costs have steadily risen from $2,920,000 at the end of fiscal 2004 to $6,097,000 at April 30.  Given Hurco’s reputation for having the best in class software for their products, I am not overly concerned about the legitimacy of the capitalized costs other than to note the potential manipulation that could potentially take place.  A healthy skepticism is not out of place in such situations.

Warranty Reserves

In the first quarter 10Q report, Hurco reported a $57,000 provision for warranties during the period which was sharply down from the prior year period’s provision of $669,000.  I inquired about the significant reduction given the impact a much larger provision would have had on Fiscal Q1 earnings.  I did not receive a response.  I am less bothered  by the company not wanting to comment on this than I am regarding the total lack of any response at all.  We must wait for the second quarter 10Q report to determine whether warranty provisions were back to more normal levels in Q2.  A continued pattern of small warranty reserve provisions could signal that management is attempting to smooth earnings.

Does the Investment Rationale Still Hold?

Does the investment rationale I wrote about in April still hold?  Obviously, I did not anticipate the continued weakness in Hurco’s operating results, although I had no illusions about a quick recovery to pre-recession levels.  I was more optimistic about management’s ability to cut operating costs to match the downturn in sales.  I was also more optimistic about management’s ability to bring inventories into line with lower sales volumes.  However, these are extraordinary times and Hurco still has significant strength from a balance sheet perspective.  While it is true that inventories and receivables may suffer from write downs if the current recession persists, I believe that downside is limited by the strong balance sheet position.  Management is also in place that has experienced the prior economic downturn earlier this decade and the overall track record outlined in the prior article still holds.

One of the main lessons I have learned from studying Benjamin Graham’s writing over the years is to view the balance sheet as the anchor of value for a business.  An overemphasis on current income during any quarterly or annual period is very common, and investors who do not insist on a solid balance sheet can suffer badly in downturns.  In this particular case, Hurco’s balance sheet provides a great deal of downside protection, although it obviously does not eliminate risk.  Management could certainly make decisions that will erode the balance sheet in the coming quarters, although their overall track record provides some reason for optimism.

In my opinion, Hurco should still perform very well over the next three to five years provided that the worldwide recession does not degenerate into a depression and the company’s technological superiority is not eroded by competitors during this timeframe.  I am holding my shares at this point, although my enthusiasm for continuing to hold if price recovers to tangible book value has been significantly reduced.

For interested readers, The Inoculated Investor has posted equity research on Hurco that I found very well written and worth careful review.



Disclosure:  The author owns shares of Hurco Companies, Inc.

Ravi Nagarajan is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

May 26, 2009

American Antitrust Institute on Ticketmaster / Live Nation

Artists such as Bruce Springsteen and legislators such as Orrin Hatch, Chuck Schumer and New Jersey Congressman Bill Pascrell have opposed the Ticketmaster / Live Nation merger on the grounds that it would create a near-monopoly in live music event promotion and ticketing. In March, the companies received a “second request” from the DOJ under Hart-Scott-Rodino. Management expects the deal to close in 2H09.

We analyze Ticketmaster, which is owned by David Einhorn's Greenlight Capital, in the upcoming "Superinvestor Issue" of Portfolio Manager's Review.

Read the American Antitrust Institute white paper.

View All Things Digital resources on Ticketmaster's CEO.

May 24, 2009

Ackman vs. Barron's on Target

Activist investor Bill Ackman's proxy fight against the incumbent directors of Target (TGT) didn't receive a ringing endorsement from Barron's this weekend. Always on the ball, Ackman wasn't slow to respond.

Read the Barron's article.

Read Ackman's response.

Disclosure: No position.

May 20, 2009

Staley Cates of Southeastern Asset Management on Chesapeake CEO Compensation

Staley Cates, President of Southeastern Asset Management, provided his view on the compensation package of Aubrey McClendon, CEO of Chesapeake Energy (CHK), during an annual presentation of Southeastern on May 7. In light of our recent critique of the scandalous dealings between Chesapeake and McClendon, we believe it is appropriate to bring you the most eloquent argument to the contrary. Says Staley Cates:

"Most recently, like in the last week or so, Chesapeake and Aubrey McClendon are hitting all these compensation lists for highly paid CEOs. There are two big misconceptions in the current discussion around McClendon being number one on that list. First, the payment of 75 million bucks to him is a lump sum allowance towards drilling that applies to the next five years. In other words, it should be viewed as 15 million per year, not 75 million in one year. While in societal terms, of course that’s absurd compared to what teachers make, but it’s less than all of his peers at similar companies like XTO and Devon. But the second point and the most important is the concept of pay for performance. Many of the people in the highly paid list did poor jobs in 2008 and did nothing to de-risk their companies where things, when things were good. By contrast, McClendon made shareholders about 30 billion dollars on three of his big four shale plays. He had paid 4.6 billion for three shale play land positions and last year he sold less than a third of those for 8.6 billion, which implicitly valued what they kept at 25.9 billion. In addition to highlighting 30 billion dollars of value created, these sales brough in a lot of cash to de-risk the balance sheet. Because gas prices plunged in ‘08, his stock did  poorly, then it did even worse when his big margin call took him out. At no point did he endanger the company with his bad personal decision, and he certainly couldn’t control gas prices. Over the long term, his company has built the most per share value of almost any company in the world. So for this, it’s probably okay to pay him industry average, but his Board has framed this poorly, then they made smaller bad decisions on peripheral compensation that muddied the water. The bottom line is this is a fantastic company, he has done a terrific job, and if you were on that comp committee, you would have leaned towards rewarding him handsomely for his 2008 performance."

The argument Cates makes obviously does not change the very significant compensation figures involved, nor does it eliminate the company's unjustifiable purchases of the CEO's art collection, hiring of his catering company, and sponsorship of a sports team in which McClendon has an equity stake.

Nonetheless, Staley Cates makes some good points. We respect Cates's partner Mason Hawkins and believe Hawkins and Cates are the types of investors who pay attention to the quality and compensation of management. If they views McClendon's compensation as appropriate, we are certainly inclined to soften our stance on it.

Dislcosure: No positions.

May 14, 2009

Movado Group (MOV): A Ben Graham-Style Bargain?

Inoculated Investor recently posted an interesting analysis of Movado Group (MOV), a public company that owns a number of recognized consumer brands. The company has a solid balance sheet and trades well below book value.


Disclosure: No position.

May 12, 2009

Notes From Leucadia Annual Meeting on May 11th

May 11, 2009

Today's Presentation on Target, by Bill Ackman

Download Bill Ackman's presentation on Target, dated May 11th.

Watch video of Bill Ackman presenting his ideas on Target.

Watch interview with Bill Ackman today on the MOI YouTube channel:

May 10, 2009

Markel Annual Meeting Notes

May 09, 2009

Berkshire Hathaway's Q1: Not Bad

By Ravi Nagarajan

Berkshire Hathaway reported results for the first quarter following the close of trading today.  While Berkshire reported a loss in terms of GAAP net income for the quarter, the underlying results for the operating business are actually quite solid given the global economic recession.  Berkshire’s operating earnings per share declined 11.8% to $1,100 per A Share, down from $1,247 in the first quarter of 2008.  Net earnings per share were recorded as a loss of $900 per A Share compared to profits of $607 per A Share in the first quarter of 2008.

Since the “headline numbers” reflected in GAAP net income fail to adequately describe the underlying health of the operating businesses, let’s take a closer look at Berkshire’s results for the quarter.

“Headline Numbers” Are Misleading

Berkshire reports operating earnings each quarter in addition to the GAAP presentation of net earnings.  This is done in order to allow investors to focus on the underlying health of the operating companies without regard to the timing of realized gains and losses as well as the impact of mark to market accounting on Berkshire’s derivatives positions.  By providing operating earnings, Berkshire is not trying to suggest that investment gains and losses are not relevant to Berkshire’s intrinsic value.  Although long term investment gains and losses are relevant, the timing of these gains and losses during a specific accounting period holds no special meaning and management does not attempt to “time” the realization of gains and losses to manage earnings.

Investments and Derivatives Gains and Losses

Berkshire’s Q1 net earnings includes capital losses of $241 million as well as mark to market losses on derivatives positions of $986 million.  I have previously explained why I disregard the mark to market changes for the derivatives positions due to the long term nature of the derivatives as well as the fact that the equity put derivatives are “European options” which cannot be exercised until the expiration date.  The credit default positions, however, appear to be seriously impaired based on Buffett’s comments at the annual meeting and information in the 10Q report.  The credit default positions account for the majority of the mark to market loss in Q1.

ConocoPhillips Impairment

Normally, an equity investment such as ConocoPhillips would not impact earnings until the position is disposed of through a sale.  However, accounting rules have forced Berkshire to take a $2,012 million hit to GAAP net earnings in Q1 because the company has indicated that the position is likely to be sold at a price below original cost.  From the press release that accompanied the 10Q, it appears that Berkshire intends to use the losses on the Conoco position to offset realized capital gains in prior tax years, thereby obtaining a tax benefit.  The company intends to recover approximately $690 million in federal capital gains taxes paid in 2006 by realizing losses on Conoco.

As Buffett has admitted, the ConocoPhillips investment last year has turned out to be a serious mistake.  The position was acquired at a time when oil prices were near record highs.  The majority of the loss on the position was already reflected in Berkshire’s book value as of December 31, 2008, so the fact that the loss is now being realized as an impairment does not imply a further hit to book value.  While the loss itself is obviously real, the accounting treatment of the loss is arbitrarily causing GAAP net income to show the loss this quarter.  Had Berkshire not declared an intent to liquidate the position for tax reasons, the portion of the Conoco position that was not sold during the quarter would have remained an unrealized loss and would not have impacted net income for the quarter.

Insurance Business Posts Solid Results

Berkshire’s insurance businesses posted solid results for the first quarter.  In aggregate, net underwriting profits increased to $219 million from $181 million in the first quarter of 2008.  GEICO, Berkshire Hathaway Reinsurance Group, and Berkshire Hathaway Primary Group all posted underwriting gains while General Re posted a small underwriting loss.  Although GEICO posted lower underwriting profits compared to the prior year, the number of in force policies increased by 430,000 over the course of the quarter as customers switched to GEICO to save money during the recession.  It appears that GEICO’s advertising expenditures have registered with consumers eager to save some money on a non discretionary purchase.

Net investment income increased by 28.8% to $1,033 million compared to $802 million in the first quarter of 2008.  These results reflect earnings from Berkshire’s large investments in Goldman Sachs, General Electric, and Wrigley in Q4.  These investments, and other smaller investments initiated on similar terms in recent months should bring in approximately $2 billion per annum which is far higher than the returns on the cash that Berkshire was holding previously.

Utilities and Energy

MidAmerican posted net earnings attributable to Berkshire of $203 million for the quarter.  This is a 35.8% decline in reported income compared to the $316 million reported in the first quarter of 2008.  However, Berkshire booked a $56 billion pretax loss associated with the Constellation Energy common stock investment and a $125 million noncash stock based compensation charge in connection with Berkshire’s acquisition of MidAmerican in 2000.  Putting these charges aside, the health of the underlying utility business appears to be solid.  As Buffett said at the annual meeting, the utility business is relatively insulated from the worldwide recession and, along with the insurance business, provides Berkshire with relatively stable sources of earnings regardless of the economic climate.

Manufacturing, Service, and Retailing

Berkshire’s manufacturing, service, and retailing segment suffered a 47% decline with net earnings for the quarter reported at $258 million compared to $487 million in the first quarter of 2008.  In fact, the comparison would have been even worse if one accounts for the fact that Marmon contributed to earnings for the entire quarter in 2009 and for less than half of March in 2008.

The news may be grim, but the silver lining is that none of the reporting segments posted losses.  In addition, there was some surprising strength in certain areas.  For example, although Shaw’s revenues declined by 18.1%, earnings increased by 7.8% due to improvements in operating margins resulting from lower raw material costs.

All Things Considered, Not a Bad Quarter

Considering the turmoil of the first quarter and the fact that GDP most likely shrank significantly, I consider Berkshire’s operating results to be relatively strong.  While the headlines will show net losses from a GAAP perspective, my view is that it is necessary to look beneath the headline numbers to get a grasp of the real condition of the business.  When you do that, what becomes quickly apparent is that Berkshire’s insurance and utility businesses did very well during the quarter and the non insurance operating companies posted reasonable results even if they fell short of last year’s results.

It is also worth noting that the decline in book value experienced during the first quarter is probably entirely offset by the gains in Berkshire’s investment portfolio so far in the second quarter as I wrote yesterday.

During times like this, it pays to have high quality businesses and Berkshire has demonstrated the ability to operate profitably even in the worst of times.  I’m sure that Warren Buffett would have preferred to avoid the mistake related to ConocoPhillips and surely he would have preferred to write the equity puts at a lower strike price.  The reality is that no one can achieve perfection, particularly in this type of economic climate.

Ravi Nagarajan is a private investor and writer focused on applying value investing techniques to find securities trading well below intrinsic business value. He is a Manual of Ideas contributor and editor of The Rational Walk.

May 07, 2009

Berkshire Hathaway Annual Meeting Notes

Markel Annual Meeting Notes

April 29, 2009

John Malone in wide-ranging interview with Denver Business Journal

Cable industry pioneer John Malone, founder and chairman of Liberty Media (NASDAQ: LCAPA), spoke with the Denver Business Journal in a three-part interview published on April 27-29, 2009. In the interview, Malone shares some interesting views on the cable industry, Liberty Media, Sirius Satellite Radio (Nasdaq: SIRI), EchoStar (Nasdaq: SATS), and IAC/InterActiveCorp (Nasdaq: IACI). Malone also talks "big picture," putting himself in the camp of those who believe the government's actions are likely to trigger higher inflation.

Malone and Liberty Media are large shareholders or outright owners of a portfolio of media-related businesses, including satellite broadcaster DirecTV (Nasdaq: DTV), Expedia (Nasdaq: EXPE), Home Shopping Network, QVC home shopping channel, Starz Entertainment movie channel, Ticketmaster (Nasdaq: TKTM), and Ascent Media (Nasdaq: ASCMA).

Malone on the market outlook assuming improvement in the credit environment:

  • "The simplistic thing is if interest rates come back, and cash availability — leverage availability — comes back, then multiples will come back. Entrepreneurs will always be able to take an asset, leverage it up, operate it tightly and make it worth money to them and get good equity returns. If you see debt capacity return, you’ll see private equity come in and swallow these businesses that are trading at low multiples because they can generate very high returns. Even if you don’t postulate high growth rates, you can generate high equity returns if you can leverage them up. That’s why the past four or five years had been huge for private equity."

On the likely solution to the government's debt problem:

  • "I’m a believer that — and this becomes philosophical as opposed to mathematical — that we will end up monetizing our deficit and monetizing our future commitments as a country. There’s just no available source of funding. The administration can talk about raising taxes on rich people, but therich people just aren’t very rich any more, in case anybody’s looked."

On how Liberty is positioned to take advantage of his macro view:

  • "...most of Liberty’s liabilities are very long term and fixed, and those represent a pretty darned good bet on inflation. Our cash is basically all very liquid, very short term, very safe. We’re sitting with cash looking for opportunity and with liabilities looking to be devalued by government policy. That’s our philosophical view of how we sit right at the moment. Where we are using cash, we’re using it both strategically and with high yields. The Sirius deal is a great example. We’re sitting in a senior position in a business that’s clearly worth more than the senior liabilities, and [we’re] yielding quite attractive current interest rates. So, high yield, senior secured and strategic."

On the competitive landscape today:

  • On DirecTV versus Comcast: "DirecTV has that national footprint now, which is a huge advantage for DirecTV relative to any cable company, ... even in the case of Comcast, which covers only 22 percent of the country. This is a story yet to play out, because, as 4G, or wireless broadband, comes in and becomes more potent in terms of its data-rate capacities and its ubiquitousness, the bundle of 4G services with satellite and DSL or an enhanced DSL starts to become a very competitive service relative to cable."
  • On Charlie Ergen of EchoStar (Nasdaq: SATS) and his pursuit of Sirius Satellite Radio (Nasdaq: SIRI): "Nobody’s really put Charlie on the couch to figure out why, but the theory is that there may be some applications there for mobile video. They have their terrestrial repeating network, which is 800 sites now, and the frequencies they have. The question is: can you blend that all together? And obviously we’re now deeply involved in theSirius thing, and we think we’re going to win."
  • On Liberty's "counter-pursuit" of Sirius: "Initially it’s a financial play, but it’s also strategic. Obviously we have a large stake in DirecTV, and how Sirius could play into that is an important consideration, but it’s not on the table today. What’s on the table today is, let’s understand Sirius and its assets. Let’s help it avoid either bankruptcy or a takeover by somebody they didn’t want to be taken over by, and let’s study it for a while and then decide what the right moves forward are. ...if Charlie [Ergen] has a great idea on how to exploit the [Sirius] asset, we may end up doing something with Charlie. Our skills here, internally, are very much in financial engineering. We thought it was an opportunity to use our financial engineering skills to help keep a company alive and independent and see where it goes."
  • On IAC/InterActiveCorp. (Nasdaq: IACI): "...there’s not a lot of downside risk in IAC because the shares are trading pretty close to cash. Even if their operating business turns around, it’ll have relatively small effect on their stock value. The real issue in IAC is, what does Barry spend the cash on? If he finds something really terrific, watch us pile back into the stock. If he just sits on the cash, there’s no particular reason for us to own the stock. We might as well own the cash ourselves as own a pro rata share of his cash, which is where it trades right now. As Greg [Maffie, Liberty Media’s CEO] has said, it really no longer has much strategic element for us. The businesses inside IAC — which are principally Ask.com, which really needs to combine with other search engines; and then there’s Match.com, unless we all want dates ... and most of us are married, so Match.com’s not really strategic for us — there’s really not much in IAC that would be strategic with our businesses. The businesses that [Diller] spun off, on average, are really more synergistic with us than the ones that he kept."
  • On the IAC/InterActiveCorp. spinoffs completed in 2008: "...the timing couldn’t have been worse. You’re creating low-cap type businesses that original shareholders couldn’t continue to own, so there was a lot of redistribution going on. Those companies are all in a space where the economy is hurting their current results, and their stocks are trading at ridiculously cheap multiples. But you can’t buy the company. You can buy some shares."

On the evolution of the cable industry:

  • On moving out to Denver to join TCI in the early 70s: "I was running the largest division of General Instruments, but — that would’ve been 1972, so I was 31 years old — and they thought I was too young to be the CEO of GI... I decided it would be better to bring up a young family here than it would in New York..."
  • On lessons learned at TCI in the 70s: The difficult financing environment taught TCI and Malone to "not expose yourself to one financial source, diversification of every kind, isolation of financial risk, and how to bootstrap. It taught us a lot of things. It taught us survival skills, I think that is the No. 1 thing."
  • On picking a valuation metric for the nascent cable industry: "We decided... to go on a cash flow metric very much like real estate. Levered cash flow growth became the mantra out here. A number of our eastern competitors early on were still large industrial companies — Westinghouse, GE, — and they were on an earnings metric. It became obvious to us that if you were going to be measured on earnings, it would be real tough to stay in the cable industry and grow. We needed to be measured much more like real estate as anindustry."
  • On using debt as a way to fund growth: TCI and others were expanding by leverage; we were buying assets for cash, basically. It made our earnings look awful, but it meant were sheltered from income tax and we weren’t diluting that common equity. ...in the cable industry, if you start generating earnings that means you’ve stopped growing and the government is now participating in what otherwise should be your growth metric."
  • On the power of leveraged financing: "I used to say in the cable industry that if your interest rate was lower than your growth rate, your present value is infinite. That’s why the cable industry created so many rich guys. It was the combination of tax-sheltered cash-flow growth that was, in effect, growing faster than the interest rate under which you could borrow money. If you do any arithmetic at all, the present value calculationtends toward infinity under that thesis."
  • On cable operators and content providers: "... [if] there’s money flowing in to create programming that’s going to differentiate cable from broadcast — we were 100 percent in favor of that. But the downside of that was these entities, be it ESPN or MTV, were going to developleverage over us and be able to extract large fees."
  • On content providers capturing a bigger share of the economics: "...there’s been a big shift in the economics of the business to the programming conglomerates. Once the government passed retransmission consent, there was this huge sucking sound... It was wealth going from the cable industry to the programming conglomerates, whether it was Disney or News Corp. When all of a sudden, Fox News costs a cable operator a buck a month [per subscriber] and you used to think it was free, all of that is size driven. It’s the law of nature. Big bubbles get bigger, small bubbles disappear — it’s surface tension, the law of physics; and in business it’s scale economics."
  • In 1999, AT&T acquired Malone's TCI for $46 billion. Following the TCI acquisition, AT&T bought US West cable spinoff MediaOne for $58 billion, outbidding Comcast. On AT&T's decision not to create a tracking stock for TCI -- and the impact of that decision on the MediaOne deal: "...they didn’t do a tracker for the cable thing. So right up front, because [of] internal politics inside AT&T, they couldn’t get to it. They thought they could live without it. As a result, when the telephone business started to go to hell, they didn’t have a currency other than cash. They wanted to keep growing but they didn’t have a currency, so their deals — like the MediaOne deal ... that was the Rubicon that they crossed that they shouldn’t have crossed — they didn’t have a currency to buy MediaOne and to out-compete Comcast, so they did it with a very cash-heavy guaranteed deal: guaranteed their stock price, put too much cash in it and financed all of it with short-term money, all of which was a disaster and led them to have to, basically, liquidate all of AT&T. Great strategy and terrible execution led to what I would regard, personally, as a fiasco."

Read the full interview at the Denver Business Journal website.

Disclosure: No positions.

April 28, 2009

Travelzoo's Performance Impresses

Internet media company Travelzoo impressed with its 1Q09 results, primarily because it managed to stabilize the U.S. business amid a continuing downturn in the travel industry. This should not have come as a surprise to those familiar with the company, however, as Travelzoo's Top 20 weekly newsletter represents a preferred capacity liquidation vehicle for many travel providers. When travel companies are forced to sell their inventory on the cheap, they turn to Travelzoo. (Travel companies can't "force" Travelzoo to include them in the newsletter, but they can make their deals so compelling that Travelzoo chooses to include them. Of course, Travelzoo gets paid for each deal it includes in the Top 20.)

Also of note was the fact that Travelzoo grew 1Q09 European revenue by roughly 50% y-y while cutting the European operating loss by roughly in half. With both revenue and profit moving in the right direction, it appears Europe is on the cusp of becoming a contributor to profit rather than a drain on it.

We analyzed Travelzoo in the November 2008 issue of Portfolio Manager's Review and pointed out a number of this we liked about the company:

"Travelzoo (TZOO) is a good business run by capable insiders who have loaded up on shares this year. The market values Travelzoo’s international startup operations materially below zero even though the company has a proven model and management knows Europe well (founder Ralph Bartel was educated in Germany and Switzerland). The downside appears limited as the Bartel brothers are heavily incentivized to create shareholder value. If international operations do not achieve desired profitability, management may shut them down and sell the U.S. business to a competitor such as Priceline.com. We value Travelzoo at $25-26 per share, based on a probability-weighted scenario analysis that includes estimated ranges of annualized EBIT for North America and the rest of the world."

We presented a synopsis of our Travelzoo analysis in a Seeking Alpha article in December 2008.

Disclosure: No position.

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Is GM Worth $125 Billion?

Investors cheered GM's debt exchange offer yesterday, but are buyers of GM stock making a mistake? Consider the following language from the company's press release:

"The aggregate amount of GM common stock to be issued to the U.S. Treasury (or its designee) pursuant to the U.S. Treasury debt conversion and to the new VEBA pursuant to the VEBA modifications would represent approximately 89 percent of the pro forma GM common stock (assuming full participation in the exchange offers), with the final allocation between the U.S. Treasury (or its designee) and the new VEBA to be determined in the future. Of the remaining pro forma outstanding GM common stock, noteholders would represent approximately 10 percent, and existing GM common stockholders would represent approximately 1 percent. [emphasis added] We determined the foregoing GM common stock allocations following discussions with the U.S. Treasury where the U.S. Treasury indicated that it would not be supportive of higher allocations to the holders of notes or to existing GM common stockholders."

Let's pause for a minute to let this sink in: Even without a bankruptcy filing, GM shareholders will be left with 1% of the company. While this is certainly better than 0%, it is not much better. Post-debt exchange GM would need to have a market cap of $125 billion for the stock price to simply stay unchanged at the recent quote of $2.04 per share. This is because the share count would go from roughly 600 million shares to 60 billion shares!

If you have any money invested in GM common stock, the time is now to consider what those shares are worth. As Warren Buffett has said, the market is there to serve you, not to instruct you. The market's jubilant response yesterday to the GM debt exchange offer proves Buffett's point.

One cautionary note: If you are thinking of selling GM shares short, be very careful. It appears there is already a monster short position in the stock (which most likely got a lot bigger yesterday). A Volkswagen-style short squeeze could make even the best-laid short plans blow up if your position size is too large.

DIsclosure: No position.

The Fall of GM -- Visualized

(click to enlarge)

Source: WallStats.com.

April 23, 2009

American Express Earns 16% ROE in Q1 (not bad!)

Value investors know that the time to buy into wide-moat, high-ROIC businesses is when they are on sale, i.e., when the rest of the world goes into fear mode. Fear often blinds investors from judging objectively underlying value, preventing them from buying businesses well below instrinsic value. We have argued in recent weeks that American Express (NYSE: AXP) represents such a wide-moat, high-ROIC business -- and that investors have been running away from the shares based on fear rather than thorough analysis of the underlying fundamentals.

The Q1 results American Express reported today confirm the strength of the company's franchise even as the business continues to deal with unprecedented weakness in consumer spending and consumer credit. Despite rising delinquencies and lower cardmember spending, American Express earned a 16% return on equity in the quarter, a number that many companies would loveto report in good times. In the case of American Express, good times come with ROEs of 35% or more. That's quite a business.

Undoubtedly, bears will continue to focus on what's not to like. They can do so quite easily -- all you have to do is quote management:

While we did see some recent improvement in early delinquency rates, overall credit indicators reflected rising unemployment levels and the broad-scale weakness in the economy. Based on current indicators, we expect second quarter U.S. lending write-off rates on a managed basis to rise between 200 and 250 basis points over the first quarter levels. We expect an additional increase of 50 basis points or less in the third quarter, before leveling off during the fourth quarter. We continue to be very cautious about the economic outlook and plan to initiate additional reengineering efforts in the second quarter to help further reduce our operating costs. Our goal is to remain in a position to generate profits in excess of our dividend and be able to take competitive advantage of opportunities as the economy begins to rebound.

We have never disputed that the near-term outlook is grim and will remain grim for some time. But for American Express to be able to cover its dividend with current earnings when the business is going through one of the most difficult periods in company history is quite an achievement.

More importantly, as value investors, we know that successful investing is neither about fundamentals nor price. It is about connecting fundamentals to price in a way that allows investors to make a judgment on the risk-reward of a particular company as a long-term investment. In the case of American Express, the risk-reward remains exceedingly favorable.

Disclosure: No position.

April 22, 2009

Top 12 Distressed Brands Likely to Survive

A recent Seeking Alpha post surveyed the Top 12 Brands Likely to Disappear. While we don't disagree with any of the selections on that list, we believe it might be useful for investors to consider a list of brands that are currently under fire but appear likely to survive -- and eventually thrive. Investors who successfully invest in undervalued companies that own valuable brands should do quite well over time.

1. Playboy adult entertainment: The brand is owned by Playboy Enterprises (NYSE: PLA), which also owns the Playboy Mansion, a unique real estate propery in Bel Air, California. Playboy is much more than a publishing business, with future value likely to come primarily from brand licensing. The latter is already a significant and growing generator of operating income. The company needs to reposition itself as a lifestyle company rather than a publishing business.

2. American Express payment cards: While American Express (NYSE: AXP) is close to the eye of the ongoing credit storm, the company appears to have sufficient liquidity to weather the storm. The brand remains strong, and the franchise enjoys sustainable competitive advantage, both with consumers and merchants. Having Warren Buffett and Bruce Berkowitz as major shareholders doesn't hurt, either.

3. Zale jewelry: Zale (NYSE: ZLC) has a leveraged balance sheet, but also substantial tangible book value backed by an appreciating asset -- jewelry. If inflation ever rears its ugly head, a company like Zale may help investors keep up, as the company's significant inventory would likely keep pace with consumer price increases.

4. Sony consumer electronics: The Japanese giant Sony (NYSE: SNE) enjoys one of the most recognized brand names in the world. With shares trading at a fraction of revenue and a low multiple of normalized earning power, Sony may not only thrive as a brand but may also reward investors for their patience.

5. Steinway & Sons grand pianos: Steinway Musical (NYSE: LVB) owns the venerable piano brand as well as a number of band instrument brands, including Conn-Selmer and Leblanc. Perhaps unknown to many investors, Steinway also owns a large office building in Midtown Manhattan and significant real estate on Long Island, New York. Depending on the value of those real estate holdings, investors may be in a position to own the musical brands virtually for free.

6. Sears stores: Eddie Lampert-run Sears Holdings (Nasdaq: SHLD) owns the Sears, K-Mart, Die Hard, Land's End and other consumer brands. While Sears and K-Mart are seriously challenged as brands, the company itself has everything in place to maximize shareholder value, most of all a master capital allocator at the helm.

7. Sotheby's auction services: The respected auction house Sotheby's (NYSE: BID) shares the top of the high-end auction world with Christie's. It appears highly likely that Sotheby's will remain a go-to place in the auction business for a long time to come. The company owns its headquarters building in Manhattan and recently attracted the attention of investor Steven Cohen of SAC Capital.

8. Skechers footwear: The Skechers (NYSE: SKX) brand retains a wide following and is owned by a company with one of the strongest balance sheets in the footwear industry. The company is a borderline Ben Graham-style "net net," with current assets minus total liabilities approximating recent market value.

9. K-Swiss athletic footwear: K-Swiss (Nasdaq: KSWS) invented the leather tennis shoe in the 1960s and maintains a classic look that has not changed much over the decades. While K-Swiss is a tired brand right now, CEO Steven Nichols has managed to revive the brand twice before, and we would not bet against him. (K-Swiss was written up in a recent issue of Downside Protection Report -- read it now with your 30-day free trial.)

10. Dell computers: Dell (Nasdaq: DELL) faces many challenges, ranging from weak global PC demand to the advent of low-cost netbooks. Nonetheless, the company's direct model continues to give it a cost advantage. With a solid balance sheet and capable management, Dell is certain to survive. The only question is whether it will ever again reach its prior heights.

11. LendingTree online loan marketplace: Owned by InterActiveCorp spinoff Tree.com (Nasdaq: TREE), LendingTree is seeing a resurgence in business due to low refi rates. Tree.com has a large net cash position and also owns the website RealEstate.com, providing a strong foundation for future value creation.

12. New York Times newspapers: While the writing seems to be on the proverbial wall for the newspaper business, the New York Times (NYSE: NYT) brand will survive -- the only question is in what form. The company may have to find a way to charge for online content or to monetize its vast content library.

Disclosure: Long PLA. No position in other companies mentioned in this post.

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Peek Inside American Express Earnings Machine

The Manual of Ideas has put together a one-page snapshot of how American Express (NYSE: AXP) actually makes money. We have tied some of the company's key operating metrics to AXP's income statement to show you the key drivers of AXP's profitability.

Our Bottom Line on American Express

American Express is a quintessential Buffett company—a high-ROIC business with a wide, defensible moat and favorable long-term growth prospects. The ongoing financial crisis has created a rare opportunity to buy this business for less than 10x trailing earnings and less than 2x tangible book value. While it is instructive to contemplate worst-case scenarios for AmEx in the current crisis, we have little doubt the company will survive without material dilution of equity holders. Meanwhile, AmEx’s long-term earning power and competitive advantages have not been impaired. As a result, the shares deserve serious consideration.

Investment Highlights

  • Premium brand in payments industry, focused on prime customers. Since launching the American Express card in 1958, the company has built a brand that today encompasses 70+ million cardmembers.
  • “Spend-centric” business model. AmEx focuses primarily on member spending and secondarily on finance charges. Spending per cardmember is higher than at Visa or Mastercard, enabling AmEx to charge a higher discount rate. This allows AmEx to offer rewards to cardmembers and marketing programs to merchants, which help boost spending.
  • Targeting long-term revenue growth in high single digits, EPS growth in mid teens, and ROE in the mid thirties. Management has articulated the goal of growing revenue, net of interest expense, by at least 8%, and EPS by 12%-15%, “on average and over time.” The company targets 33-36% ROE.
  • Ken Chenault has been chairman/CEO since 2001.
  • Improved liquidity by raising $6 billion from new retail CD program and $3 billion from the Treasury.

Investment Risks

  • Operating environment “among the harshest we have seen in decades.” The company has recently fallen well short of its prior forecast of 4-6% EPS growth. Loss reserves have increased to highest level in three years. Nonetheless, the company remained profitable in Q4 and full-year 2008.
  • Maintains “cautious” outlook for ‘09 and expects cardmember spending to “remain soft with past-due loans and write-offs rising from current levels.”

Major Holders

Insiders 1% │ Berkshire Hathaway 13% │ Davis 7%

Business Overview

Founded in 1850, American Express is a global payments and travel company. It operates in two groups:

Global Consumer (67% of revenue) includes proprietary consumer cards, customer service, small-business services, prepaid products, and consumer travel. Sub-segments are U.S. Card Services and International Card Services.

Global Business-to-Business (29% of revenue) includes the merchant business, network services, commercial card, and business travel. Sub-segments are Global Commercial Services and Global Network & Merchant Services.

AXP became a bank holding company last November.

Disclosure: No position.

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April 21, 2009

Harvest Smiles As Chavez Wants To Be Our Friend

When we saw the picture of President Obama shaking hands with Hugo Chavez last weekend, with Chavez reportedly saying he wanted to be our "friend," another picture came to mind -- that of U.S. oil company Harvest Natural Resources (NYSE: HNR) perhaps deriving some value from its large Venezuelan oil and gas producing assets.

We discuss HNR in the new issue of Downside Protection Report.

Disclosure: Long HNR. For additional disclosures, see http://www.manualofideas.com/terms.html

Buffett: California real estate "has flattened out with good volume recently"

In an interview with CNN Money, Berkshire Hathaway chairman Warren Buffett provides interesting insight into Wells Fargo and the banking business in general. He also states that,

California residential real estate is not deteriorating. It hasn't moved up. But it has flattened out with good volume recently. So my guess is that the option ARMs will work out about as they guessed.

On Wells Fargo, Buffett comments,

Those guys have gone their own way. That doesn't mean that everything they've done has been right. But they've never felt compelled to do anything because other banks were doing it, and that's how banks get in trouble, when they say, "Everybody else is doing it, why shouldn't I?"

Buffett adds,

Wells just has a whole different attitude. That's why Kovacevich calls them retail stores. He doesn't even like the word banking. I mean, he is looking to have a maximum enduring relationship with many, many millions of people. Tens of millions. And at the base of it involves getting money in very cheap. When you do that that's a helluva start in the business. The difference between getting your money at 1-1/2 % and 2-1/2% on a trillion-dollar asset base is $10 billion a year. It's hard to overemphasize that. He thinks more like Sam Walton than he thinks like J.P. Morgan.

On book value as a metric of valuing banks, Buffett asserts,

You don't make money on tangible common equity. You make money on the funds that people give you and the difference between the cost of those funds and what you lend them out on. And that's where people get all mixed up incidentally on things like the TARP. They say, 'Well, where'd the 5 billion go or where'd the 10 billion go that was put in?' That isn't what you make money on. You make money on that deposit base of $800 billion that they've [Wells Fargo] got now.

Buffett then provides his favorite metric for valuing banks:

It's earnings on assets, as long as they're being achieved in a conservative way. But you can't say earnings on assets, because you'll get some guy who's taking all kinds of risks and will look terrific for a while. And you can have off-balance sheet stuff that contributes to earnings but doesn't show up in the assets denominator. So it has to be an intelligent view of the quality of the earnings on assets as well as the quantity of the earnings on assets. But if you're doing it in a sound way, that's what I look at.

Read the full interview.

Once again, it appears Buffett is way ahead of pundits who are declaring the banking business all but dead. Whenever there is carnage in an industry, most observers and investors have a hard time imagining that things will ever change -- even if the industry will be needed for a long time to come. This is what makes for market bottoms. It also produces attractive long-term investment opportunities for those with the imagination and patience to envision what will be rather than what is.

Disclosure: No positions.

April 15, 2009

Downside Protection Report Highlights Harvest Natural Resources (NYSE: HNR), Gravity (Nasdaq: GRVY)

The latest issue of the acclaimed monthly newsletter for value-oriented investors, Downside Protection Report, has just been published. The following is the editor's commentary:

Dear Fellow Idea Seekers,

Last month, we discussed investors’ tendency to look for perfection in their investments. We argued that perfection was not achievable, as a perfect business does not come at a perfect price. As investors, we are forced to compromise, weighing the price we pay against the value we get.

The compromises we struck in the March issue appear to have been good ones, at least so far: K Swiss (Nasdaq: KSWS) and Sierra Wireless (Nasdaq: SWIR) are up 19% and 66%, respectively, since we recommended them, while the S&P 500 Index has gained 9%.

In this issue, we highlight two more imperfect candidates—Harvest Natural Resources (NYSE: HNR) and Gravity Co. (Nasdaq: GRVY). Once again, we like the compromises we are making, as it seems Mr. Market is compensating us handsomely for what’s wrong with these companies while extracting hardly any price for what’s right.

In the case of Harvest, investors appear to be focused on the fact that the company’s primary producing assets are in Chavez-ruled Venezuela, while ignoring the fact that 84% of Harvest’s market value is accounted for by cash deposited in domestic banks, with additional value tied up in several high-potential exploration projects outside of Venezuela. We show that the current valuation provides a robust margin of safety, at the same time providing us with enviable upside potential.

The case for Korean online games developer Gravity is even clearer. After repeatedly disappointing investors with operating losses and poor execution on new games, Gravity brought in a new CEO last August. While much work remains to be done, initial results have been positive. The company has restored double-digit revenue growth and turned solidly profitable. The only one not noticing this inflection point seems to be Mr. Market. Gravity still sells for $27 million, or well under five times the apparent operating income run rate. Oh, and did we mention that Gravity has more than $40 million of cash and no debt?

We do caution that Gravity is a microcap stock with low trading volume. As a result, any purchases should be made deliberately and spread out over time. There is no need to overpay—even for a good thing.

Sincerely,
John Mihaljevic, CFA
Editor, Downside Protection Report

To read this month's issue of Downside Protection Report, log in or start your 30-day FREE trial.

Disclaimer: DOWNSIDE PROTECTION REPORT is published monthly by BeyondProxy LLC, P.O. Box 1375, New York, NY 10150. Website: www.manualofideas.com. Email: support@manualofideas.com. Please email or call if you have any subscription questions. Managing Editor: John Mihaljevic. Subscription $149 per year. © Copyright 2008 by BeyondProxy LLC. All rights reserved. Photocopying, reproduction, quotation, or redistribution of any kind is strictly prohibited without written permission from the publisher. This newsletter bases recommendations and forecasts on techniques and sources believed to be reliable in the past and cannot guarantee future accuracy and results. BeyondProxy’s officers, directors, employees and/or principals (collectively “Related Persons”) may have positions in and may, from time to time, make purchases or sales of the securities or other investments discussed or evaluated in this newsletter. John Mihaljevic, Chairman of BeyondProxy, is also a principal of Mihaljevic Capital Management LLC (“MCM”), which serves as the general partner of a private investment partnership. MCM may purchase or sell securities and financial instruments discussed in this newsletter on behalf of the investment partnership or other accounts it manages. It is the policy of MCM and all Related Persons to allow a full trading day to elapse after the publication of this newsletter before purchases or sales of any securities or financial instruments discussed herein are made. Use of this newsletter and its content is governed by the Terms of Use described in detail at www.manualofideas.com/terms.html.

April 10, 2009

Will Goldman Sachs Raise Equity to Repay Government?

Reuters reports that,

Goldman Sachs Group Inc is considering making a multibillion dollar share offering to investors as part of its efforts to repay a $10 billion government loan, the Wall Street Journal reported citing people familiar with the matter.

The announcement could be made as early as next week and though Goldman executives haven't determined the exact size of the offering, it is expected to be at least several billion dollars, the people told the Journal.

Normally, companies raise equity to pay down debt when they believe their stock price is inflated. In this case, however, it is a bit harder to tell what Goldman management is truly thinking because paying down TARP funds may actually be seen as a sign of increased confidence by management that the bank can go it alone.

It will be interesting to see how investors react. Our guess: Goldman shares will come under pressure in the days ahead.

Disclosure: No position.

April 09, 2009

Notes, Replay and Transcript of Call with Bruce Berkowitz and Pfizer CEO, March 30, 2009

Pfizer (NYSE: PFE) is the top holding of The Fairhome Fund and accounted for 19% of fund assets as of November 30th. Fairholme chief and noted value investor Bruce Berkowitz arranged the Pfizer call on March 30th. Listen to the conference call. Read the transcript.

We have tremendous respect for Berkowitz, and his investment in Pfizer looks shrewd. Pfizer is a strong company with many good pharmaceutical businesses that earn high returns on capital. With consensus EPS estimates of $2.05 for 2009 and $2.31 for 2010, the stock looks dirt cheap at roughly $14 per share. Key events affecting value are the pending acquisition of Wyeth and the Lipitor patent expiration in 2011. Fairholme's Berkowitz likes the "quality balance sheet of a company producing vital products."

While Pfizer appears highly likely to outperform the broader market in coming years based primarily on the company's low multiple of prospective earnings, we were not very impressed by CEO Jeff Kindler and CFO Frank D'Amelio's performance on the March 30th call. They struck us as a highly polished duo steeped in business-school speak. We did not find the executives' comments specific enough to gain comfort that management truly seeks to maximize returns on capital. The Wyeth deal, for example, can easily be seen as "empire building" rather than "value building." Nothing the executives said convinced us that the Wyeth deal will grow per-share shareholder value.

Highlights -- Jeff Kindler, CEO, and Frank D'Amelio, CFO, Pfizer:

  • Wyeth is a "perfect fit" for advancing strategies articulated by Pfizer a year ago
  • "New Pfizer" will be "very competitively positioned" in fast-changing healthcare environment
  • Deal "strengthens platform" for "stable and consistent earnings growth"
  • "Long before we contemplated doing the Wyeth deal... we said to ourselves [in late 2007 and early 2008], we've got this Lipitor expiration at the end of 2011 -- what kind of company do we need to be to be successful after that event...? We concluded... that in many fundamental ways we had to change and evolve our business model to become much more relevant to a broader array of patients... with the right mix of health care product offerings."
  • "Relentlessly focused on delivering value to shareholders"
  • $4 billion in synergies from Wyeth (half from SG&A, half from R&D and manufacturing)
  • Targeting operating cash flow in 2012 of $20+ billion.
  • "Not immune to global economic downturn" (higher co-pays have an impact)
  • "Seen some slowing in the emerging markets"
  • How big a threat is government action to force price reductions?
    • In Europe, "price pressures have been a part of the operating environment for a long time."
    • The U.S. is "a very different situation..." There is a "significant effort underway in Washington to adopt health care reform..." "...see some actually encouraging signs in that regard..." It's "very encouraging" that President's budget did not include repeal of the Medicare non-interference clause. "...do not see any sign that there's going to be a really serious effort to control or restrain our prices in a way that would be damaging to innovation or to our business model."
  • "Pharmaceutical spending growth is very low right now. It's at the lowest it's been in 50 years due to patent expirations and slow growth of new products."
  • Insurance companies giving preferential treatment to generic drugs is "ongoing challenge."
  • Dividend was cut in half to $0.64 per share per year.

April 08, 2009

Berkshire Hathaway Downgraded by Moody's

Moody’s cut the long-term issuer rating of Berkshire Hathaway to Aa2 from Aaa today.According to Moody's, there has been "a meaningful drop in earnings and cash flows, particularly for businesses tied to the US housing market, construction, retailing or consumer finance." Moody's went on to state, "These extraordinary market pressures have reduced the excess cushion available from National Indemnity and the other affected operations to support potential funding needs of the parent company."

While this downgrade is noteworthy because Buffett prided himself on having a Aaa rating, it appears that the judgment of the folks at Moody's is once again impaired.

First, Moody's rated all sorts of mortgage-linked junk as Triple-A. Now, they strip one of the strongest and most conservative companies in the world of the Triple-A rating. Perhaps this is truly the final argument against credit rating agencies, at least of the Moody's and S&P kind.

Read related Bloomberg article.

March 30, 2009

Blackstone Spurns SEC

Blackstone (NYSE: BX) is defying the SEC by refusing to provide return information for its funds in public filings with the SEC, according to a Bloomberg article

We are surprised Blackstone hasn't had to provide this information ever since it went public.  After all, fund performance is a large determinant of anticipated capital inflows/outflows.  Even more surprising is Blackstone's gall to refuse this request now.  Why did they become a public company if they evidently had little intention of behaving like a public company?  Did they simply sense an opportune time to cash in at the top?  And would Blackstone be refusing the SEC's request if its recent performance was something to advertise?

March 29, 2009

Fairholme's Berkowitz and Pfizer's Kindler - Conference Call This Monday

Fairholme Capital Management is hosting a call with the CEO of Pfizer on Monday. Here is the announcement:

Pfizer CEO Jeffrey Kindler will join Bruce Berkowitz, Fairholme Capital Management's Chief Investment Officer, for Conversations with Bruce on Monday, March 30th, from 3:00 to 4:00 PM Eastern Time. Charles Fernandez, President of Fairholme and an authority on restructurings and healthcare, will also join the discussion.

Before Jeff updates us on Pfizer's overall progress and the Wyeth merger, Bruce will quickly update you on Fairholme's portfolio of cash generating companies in today's tough times and then answer why Pfizer is now Fairholme's largest holding.

If you have questions about Pfizer, please submit them to agustin@fairholme.net in advance of the call. Jeff will answer the ten toughest questions submitted before we open the call to participants.

We hope that this and future conversations with managers of portfolio companies will lead to a better understanding of our companies and our firm. For details to participate in the call, visit www.fairholmefunds.com

March 26, 2009

Bonus Idea: AlarmForce Industries (Toronto Stock Exchange: AF)

Zain Griffith of The Manual of Ideas presents a compelling microcap investment idea as a special bonus for our subscribers:

AlarmForce Industries (TSE: AF) operates in the security alarm industry. The shares represent an interesting opportunity to invest in an underfollowed, somewhat illiquid and undervalued Canadian micro-capitalization company (market value of ~C$50 million). While AlarmForce conducts most operations in Canada (~90% of subscriber base), it commenced a U.S. expansion effort in late 2004.

The thesis is to buy into a terrific business that generates maintenance free cash flow (MFCF) of more than C$6 million and returns on invested capital of 30-40%, with regional competitive advantages that appear to be replicable and defensible in various markets across Canada and the U.S.

The company has grown subscribers at a 19% compounded annual rate over the past decade and has a business model that lends itself to similar results in the future.

The AlarmForce model differs from the models of larger competitors such as ADT Security Services, a subsidiary of Tyco International (NYSE: TYC), and Brink’s Home Security (NYSE: CFL). AlarmForce acquires customers solely through TV, print and other forms of direct-to-consumer marketing. As a result, the entire investment in new subscribers is expensed in the current period instead of being capitalized and amortized over the estimated customer life. This conservative approach understates the true economic profitability of the AlarmForce business model, as current-period expenses boost revenue in future periods. Growth has been almost entirely financed through retained earnings, with minimal use of debt.

To read the full report on AlarmForce, subscribe to Downside Protection Report. Start your 30-day free trial now.

Subscribers, please log in to view the full report.

Disclosure: The author of the above-referenced report, Zain Griffith. has a long position in AlarmForce.

 

March 16, 2009

Ackman to Join Target Board?

He certainly intends to try (video), along with other nominees put forth by Bill Ackman's hedge fund, Pershing Square.

March 15, 2009

Barron's: Stocks for the Long Haul

View stocks picked by Barron's as good long-term investments.  We note that, of the companies presented, Microsoft, EMC and WellPoint are owned by value investors we respect.

Disclosure: None.

February 17, 2009

Coffee Commodities: Starbucks vs. Hedge Funds…

Bloomberg reports: "Coffee Risks Squeezing Starbucks, Funds on Supply."

 

January 23, 2009

David Einhorn Buys Gold, Calls Bernanke "Inflationist"

David EinhornDavid Einhorn's Greenlight Capital has amassed an impressive track record buying and selling short stocks based on value-oriented, bottom-up fundamental analysis.  For the first time, Einhorn is making what looks like a macro bet: He is buying gold.  Einhorn's 2008 letter to investors explains why.

Also noteworthy is Einhorn's new long position in MEMC Electronic Materials (NYSE: WFR), one of the Top 10 ideas recommended by The Manual of Ideas in the most recent issue of Portfolio Manager's Outlook.  Greenlight established its position in WFR at $13.68 per share, roughly equal to today's closing price, at what Einhorn describes as "6x cyclically depressed estimated 2009 earnings net of cash."

Disclosure: No position in WFR, gold.

January 19, 2009

Downside Protection Report: Microsoft is a bargain hiding in plain sight (plus: our other top pick of the month)

Here's an excerpt from the editor's commentary contained in the latest issue of Downside Protection Report, the monthly newsletter that is setting a new standard in idea generation for serious investors:

Downside Protection Report Dear Fellow Idea Seekers,

     Be careful what you wish for. Until fairly recently, the ancient Chinese proverb, “May you live in interesting times,” sounded pretty good. Who wouldn’t prefer interesting times to the alternative, right? Well, not quite, if the alternative isn’t dull times but times that are a bit too interesting.

     Another wish we’ve heard from investors over the years can be paraphrased as follows: I wish I’ll have a chance to buy my favorite stocks at a bargain price! Until recently, this seemed like an ambitious wish, especially for value-oriented investors who didn’t like the idea of paying twenty times earnings or more for wide-moat companies like Disney (NYSE: DIS), McGraw-Hill (NYSE: MHP), Viacom (NYSE: VIA-B), or Microsoft (Nasdaq: MSFT).

     Investors are now getting their wish, perhaps a bit too much so. Many are now frozen in their tracks, waiting for some sort of “uncertainty to lift.” Never mind that when those same investors made their original wish, they acknowledged that whenever their wish was granted, they would almost certainly have to accept some near-term uncertainty in exchange for getting a bargain.

     One such bargain hiding in plain sight is Microsoft, which we are buying this month. Microsoft can credibly lay claim to being the world’s best large business. It has a near-monopoly in operating systems, high margins, high returns on capital, a respected global brand, and continued prospects for long-term growth.

     Since going public in 1986, Microsoft has never been as cheap on a P/E basis, trading at less than ten times forward earnings. This is even more noteworthy when we consider that the headline P/E doesn’t give the company credit for several growth businesses, including MSN.com and Xbox.

Our valuation analysis of Microsoft and our other top pick of the month is disclosed in the new issue of Downside Protection Report. Read the full issue now by starting your 30-day free trial.

Disclosure: DOWNSIDE PROTECTION REPORT is published monthly by BeyondProxy LLC, P.O. Box 1375, New York, NY 10150. Website: www.manualofideas.com. Email: support@manualofideas.com. Please email or call if you have any subscription questions. Managing Editor: John Mihaljevic. Subscription $149 per year. © Copyright 2008 by BeyondProxy LLC. All rights reserved. Photocopying, reproduction, quotation, or redistribution of any kind is strictly prohibited without written permission from the publisher. This newsletter bases recommendations and forecasts on techniques and sources believed to be reliable in the past and cannot guarantee future accuracy and results. BeyondProxy’s officers, directors, employees and/or principals (collectively “Related Persons”) may have positions in and may, from time to time, make purchases or sales of the securities or other investments discussed or evaluated in this newsletter. John Mihaljevic, Chairman of BeyondProxy, is also a principal of Mihaljevic Capital Management LLC (“MCM”), which serves as the general partner of a private investment partnership. MCM may purchase or sell securities and financial instruments discussed in this newsletter on behalf of the investment partnership or other accounts it manages. It is the policy of MCM and all Related Persons to allow a full trading day to elapse after the publication of this newsletter before purchases or sales of any securities or financial instruments discussed herein are made. Use of this newsletter and its content is governed by the Terms of Use described in detail at www.manualofideas.com/terms.html. 

January 14, 2009

Steve Wynn of Wynn Resorts (WYNN): A true entrepreneur (video)

Steve Wynn, CEO of Wynn Resorts (WYNN) and a Las Vegas legend, is the quintessential entrepreneur. While Wynn Resorts shares have fallen sharply over the past year, we greatly respect his life's work.

If you're an investor interested in learning what makes entrepreneur CEOs tick, or an aspiring entrepreneur, or simply in need of some motivational words, we highly recommend the following Charlie Rose interview with Steve Wynn in 2005.

Steve Wynn: "What's to be afraid of? Failure? Hell, you can fall on your ass for half the price."

If you liked the above interview, you'll like to hear more from Steve Wynn in another Charlie Rose interview -- this one dates back to 1997.

January 08, 2009

Bruce Berkowitz on AmeriCredit (ACF), Leucadia National (LUK), UnitedHealth (UNH), WellPoint (WLP), WellCare (WCG), and Sears Holdings (SHLD)

Robert Huebscher of Advisor Perspectives has just published an interview with Bruce Berkowitz of Fairholme Fund (FAIRX). The interview was conducted on December 24th.  Here are a few highlights:Bruce Berkowitz

On AmeriCredit (ACF):

"In the worst case, we will make some pretty good money."

On Leucadia National (LUK):

"They have a better track record than Berkshire Hathaway and they take their fiduciary roles very seriously."

On UnitedHealth (UNH), WellPoint (WLP) and WellCare (WCG):

"If HMOs like UnitedHealth, WellPoint, WellCare, and others cannot provide these services, then who will? The only thing government can do is to cut a check. Those that are providing these services now will be the ones providing it in the future."

On Sears Holdings (SHLD):

"We are not looking at today’s values in the real estate market. We have come to the conclusion that we cannot snap our fingers and sell. If the value from Sears comes from its real estate holdings, then it may take a while to sell those properties."

You may also want to check out Advisor Perspectives' past interviews and subscribe for their free newsletter.  We find their questioning of interviewees to be knowledgable and engaging.

January 06, 2009

Contrarian indicator bullish on Sears Holdings (SHLD)?

Sears Holdings enjoys a curious distinction: It has the worst Wall Street analyst rating out of 2,678 public companies. Could this be a contrarian buy signal?

December 29, 2008

Steve Markel and Tom Gayner of Markel Corp. (NYSE: MKL) Reveal Their Approach to Business and Investing (Video)

Watch Steve Markel and Tom Gayner of Markel Corporation talk about their approach to business and to investing (from Darden Value Investing Conference, November 6, 2008):

December 23, 2008

SHLD: Credit markets overstate Sears Holdings bankruptcy risk (a new look at real estate value)

Credit markets estimate the probability of Sears Holdings (SHLD) going bankrupt at 26%, according to a December 22nd Credit Suisse research report entitled, “Retail Bankruptcies & Store Closures.” This compares to 18% for Sacks, 18% for Dillard’s, 13% for Macy’s, and 5% for JC Penney. Target, Wal-Mart and Costco are at 1%-2% each.

While Sears’s operating results have clearly deteriorated, pegging a Sears bankruptcy at anywhere north of 5% is unjustified. With Eddie Lampert at the helm, Sears will do whatever it takes to maximize value for shareholders. Lampert would not have increased Sears’s share repurchase authorization by $500 million on December 2nd if he had any liquidity concerns.

This may sound like a broken record by now, but Sears does have immense embedded value in the real estate. Even in the current market, Sears can monetize some of the real estate if necessary – and do so likely well above book value. For the skeptics among you, the following link provides some estimates regarding real estate value at Sears Holdings. Our analysis supports the thesis that the company’s real estate value comfortably exceeds net debt under any reasonable assumption.

The Manual of Ideas Estimate of Value of SHLD Owned Retail Square Footage

Disclaimer: Copyright 2008 by BeyondProxy LLC. BeyondProxy and its affiliates may have positions in and may make purchases or sales of the securities discussed in this report. It is the policy of all Related Persons to allow a full trading day to elapse after the publication of this report before purchases or sales of any securities discussed herein are made. No Related Person held a position in securities discussed in this report as of the date of publication. Use of this report and its content is governed by the Terms of Use described in detail at http://www.manualofideas.com/terms.html.

December 17, 2008

Kian Ghazi Pitches Universal Technical Institute (NYSE: UTI) (Video)

Watch Kian Ghazi of Hawkshaw present the investment thesis on one his favorite stocks, Universal Technical Institute (NYSE: UTI), at Darden Value Investing Conference, November 6, 2008:

Ken Shubin Stein: Why American Express (NYSE: AXP) Is His Best Idea -- and a Talk on "The Psychology of Human Misjudgment" (Video)

Watch Ken Shubin Stein of Spencer Capital talk about cognitive biases and their implications for investors. He also discusses his favorite investment idea, American Express (NYSE: AXP) (starting 13 minutes into the talk). From Darden Value Investing Conference, November 6, 2008:

December 13, 2008

Downside Protection Report on David Einhorn's Greenlight Capital Re (Nasdaq: GLRE)

The Manual of Ideas has made available for free the inaugural issue of its monthly subscription-based Downside Protection Report. DPR seeks out stocks with an exceptionally large margin of safety. Featured companies are judged to have low risk of permanent impairment, below-average price volatility and above-average capital appreciation potential.

Summary Investment Thesis (excerpted from full report):

An investment in Greenlight Re should outperform the market in times both good and bad, due to David Einhorn’s superior investment skill and Greenlight’s strategy of selling stocks short in addition to buying them. We estimate fair value at $18-24 per share, based on the analysis presented in this report.

39-year-old David Einhorn has had phenomenal success managing Greenlight Capital (not the same legal entity as Greenlight Capital Re), a value-oriented hedge fund that has grown into a billion dollar firm from humble beginnings, with only $1 million in assets in 1996. While returns have suffered this year, we estimate that Greenlight has delievered an annualized return since inception, net of all fees and expenses, of more than 20%. This is an impressive feat considering that the fund navigated through both the bursting of the Internet bubble in 2001-02 and the ongoing U.S. credit contraction and recession. Also impressive is the fact that Einhorn achieved such returns while maintaining relatively low net exposure to equity markets, due to a strategy of buying undervalued stocks and selling short overvalued, mismanaged or downright fraudulent companies.

Greenlight Re went public in May 2007 as a publicly traded version of Einhorn’s hedge fund, with several enhancements:

- Tax-advantaged structure by virtue of Cayman Islands domicile, making Greenlight Re a pass-through vehicle for U.S. investors.

- Reinsurance underwriting should add value, an aspect that is unique to Greenlight Re as compared to Einhorn’s hedge fund. Underwriting is conservative, with significant unutilized capacity and most premiums related to frequency rather than severity business.

- Investors may sell their shares in the open market at any time, a liquidity benefit not available to hedge fund investors.

- Repurchases should accelerate growth of per-share value, as Greenlight Re may buy back stock at a discount in times of market distress. The Board authorized a two million-share buyback in August.

- Investors should benefit from price-to-book multiple expansion over time, as the market comes to appreciate Einhorn’s investment skill. This may allow investors buying at current prices and selling in the future to get paid for the discounted value of Einhorn’s “alpha.”

Einhorn is incentivized to grow shareholder value, as he owns 17% of Greenlight Re. He also has a track record of fair treatment of investors.

We judge Greenlight Re shares to have superior downside protection due to (1) their discount to book value, (2) Einhorn’s proven ability to generate investment outperformance, (3) a conservative underwriting posture, (4) an ability to repurchase shares below fair value, thereby limiting the downside and increasing future upside, and (5) an ability to go long as well as short in the stock market, enabling Greenlight to seize opportunities regardless of overall market direction.

Access the full report on Greenlight Capital Re here.

Disclaimer: Copyright 2008 by BeyondProxy LLC, the publisher of The Manual of Ideas. BeyondProxy and its affiliates may have positions in and may make purchases or sales of the securities discussed in this report. It is the policy of all Related Persons to allow a full trading day to elapse after the publication of this report before purchases or sales of any securities discussed herein are made. No Related Person held a position in GLRE as of the date of publication of this report. Use of this report and its content is governed by the Terms of Use described in detail here.