Sunday, September 27, 2020

Why Value has Underperformed: a Hypothesis

 There has been much gnashing of teeth over the past several years about the persistence of "underperformance" of "value", particularly when compared to large cap growth.  These categories are, in a sense, an artificial construct of Morningstar, and much of the comparison, I think is based on mutual funds; constrained as they are by various regulatory and strategy restrictions.

But the truth is, if you have been investing in traditional value sorts of investments - overcapitalized companies, cheap cash generators with limited growth or growth potential, expecting some sort of mean reversion on valuation, you have likely been disappointed.  You may have fared better with special situations, but then again, you were likely betting on some really dramatic idiosyncratic adjustments to the income statement, the balance sheet or both.  Changes that might have turned that "value" company into a "growth" company, at least insofar as earnings or cash generation per share were concerned.  Other popular strategies, like investing in holdcos that can in turn make control investments in (sometimes private) businesses has similarly produced dismal results, even when seemingly smart allocators were in charge.

So why has value been so "unsuccessful"?  There have been two arguments that are generally advanced, which are variants of the same hypothesis: assets, particularly large cap growth, is just unreasonably valued.  I think both of these have merit, but fail to explain the other potential issue, which is rarely discussed - that the locus of value and value creation may have shifted and have done so in ways that are particularly at odds with the investment characteristics value investors need.  Before we turn to this, let's quickly review the arguments about the market today.

The first is that large cap growth is simply in a bubble that has completely insane valuations against which no "investment" strategy worthy of the name can expect to compete.   A common explanation for this is the rise of indexation as an investment strategy.  It is understood that indexation is a cheap way to get exposure to a particular asset class - in this case stocks - with minimal fees and costs.  In theory, it should offer diversification, but in practice, it is something of a momentum strategy, in which inflows occur not based on market conditions but, in most cases, based on cash flows from participants in savings schemes like 401(k)s. That money makes automatic bids for securities, and inevitably allocates the most money to the most valuable firms, which are the largest and most expensive ones.  Given these automatic bids, prices tend to levitate and in the same spirit of "to whom much is given, much more is given" the bigger the market cap gets, the MORE inflows there are competing for what are usually smaller and smaller floats.  It should be observed that this is the opposite of what neo-classical economics would suggest (I want to revisit this theme in other articles).  Here, HIGHER prices INCREASE demand, they do not reduce it.  Is such a setup natural?  Can it even be said to be a market if price signals are ignored and ultimately produce the opposite effect of what market theorists say?  Possibly, but it should give us pause.

A second theory is similar to the first, which is that many investors have been conditioned to believe that markets basically move in one direction and that novice investors looking to make "fast money" find themselves obsessed with these names.  Since these companies are well known and their products and markets are well understood by retail investors, there is more confidence for retail investors in putting their money into such investments.  Also, they have been rewarded for making that decision.

So both are forms of the argument for "irrationality".  But while both of these no doubt hold some credit, they aren't that satisfying, since "value" investors have largely missed out on these stocks when they and their businesses were much smaller and there was incredible value being created.  These firms, it should be noted, do this often with very low amounts of capital employed.  True, they pay their workers (and when the true comp of these people is factored in - so much of that comp is supplied by the capital markets rather than the income statement - their profits are decidedly lower).  Yet, firms like Google were incredible values at $85 when it went public.  Value investors saw only insane pricing and passed.  Why?

Ron Chernow, in his biography of John Adams, that had Adams chosen to invest in US Treasury securities rather than in Massachusetts land in the 1780s, that he would likely have become the 2nd or 3rd richest man in America (behind Washington).  But his insistence that the true source of all wealth was land caused him to pass on buying US obligations essentially in default just before changes in government were about to restore those assets to be good credits.  He could not see how those pieces of paper could create huge wealth for the holders and for the country through liquifying capital and money.  It just didn't "make sense" that these contracts could create more value than "productive" assets like land.

I think today, value investors have some of the same problems - they see these SaaS companies and other "asset-light" models as somehow, phantom.  They don't seem to require much capital and therefore they don't fit.  It's not that value investors don't understand that low capital demands make for amazing ROCE and cash generation.  It's that it short circuits certain demands "value" investors have for investment.

Let us recall that a "value investor" is not someone who buys "cheap" assets.  That is a speculator.  Hoping that with a fistful of cheap assets some of these things will turn out to have big value down the road is speculation and there is significant chance that many of the individual assets will have no value.  It is a fine system - many VCs and other types who play percentages build portfolios just like this, with mostly losers and a few spectacular winners.  But this is not "value investing".  Value investing starts with LOSS AVERSION.  That is why the hallmark is margin of safety.  That margin is often provided in part by the cheapness of the assets, but one can quickly see why these sorts of modern growth companies cannot work for the value investor.  They are too speculative. from a value standpoint.

Value investors usually look at all of the different "worst case" scenarios and are able to conclude that there is no way in which - barring losing a war on your home soil or asteroids vaporizing the Earth - for them to lose.  Why?  Because even if the business fails the assets can almost always be repurposed.  Factories and equipment can be sold to competitors or scrap yards, securities can be sold, inventories liquidated, land sold or converted to some other form of value such as a REIT or land trust.  Even the brand name might hold residual value.  That is, the value investor almost always is assured of recovering nearly all of his investment in liquidation, if worst comes to worst.  (Hell, sometimes, he could get an immediate return in a liquidation, because the firm is a "net net").  If business improves and becomes valued based on multiples of the income statement, he makes a great return while never really putting his capital in danger.

This simply cannot be said of the "asset-light" model.  In nearly all cases, the true asset is consumer goodwill and THAT, every value investor knows, can be very fleeting indeed.  Even the legendary brands like Coke have issues when consumer tastes shift to water and sports drinks.  Beer companies find themselves struggling with competition from spirits, and also with non-alcoholic beverages.  These are at least businesses with physical assets.  What do you do with Facebook?  Every value investor who has passed on FB will remind you, kind reader, to consider "MySpace"... how long did it take to vaporize hundreds of millions there?  Three months?

Consumer tastes are too fickle for a value investor, no matter how good the near term economics might appear.  Google's lead in search is massive, and yet even that moat is suffering as consumers looking to really buy something often do searches directly within Amazon.  Advertisers follow consumers and well, if they dry up, you might look like local news, for goodness sake!

This, I think is the real problem for value investors.  They cannot get over a business model in which all of the assets are intangible and not really severable from the business itself.  Marty Whitman, who implores us to be "modern" value investors and consider how a balance sheet can be sliced and diced, refinanced, sold, spun, merged or otherwise repurposed in thinking about both cheapness AND safety finds little to love in the modern asset light firm.

And value guys aren't entirely wrong - if social media is too unfair, consider asset light models in traditional businesses, look at Enron, an energy company that also wanted to be asset light, at least in terms of physical assets; preferring to model themselves on a financial institution where assets could be created with signatures.  In the end, the only assets it had were the low growth, low margin highly regulated utility assets of Enron International, the overseas assets, largely that the Fastows and Skillings found pointless and boring.

Yes, those assets were never going to drive the premium valuation - but they were going to prevent goose eggs in a downturn.

Value investors struggle, and likely always will struggle to invest in firms whose assets are largely people and brains that can walk out the door taking their complex web of human networks with them.  Value investors want the sorts of businesses in which the people are cogs and the physical assets, the kind that can be possessed, drive value creation.  This is why they struggle to buy the sorts of firms that have created brand new markets and have therefore benefitted from extraordinary returns.

At some point, of course, these markets are likely to be exhausted.  Ad based models have consolidated into a few firms and those firms have needed much less physical equipment to win those ad dollars.  But advertising is limited, structurally to something around 1% of output.  More than that and the marginal value of the next sale approaches zero (the sales leverage of a marginal dollar of advertising constrains ad spending at around that 1%), so most of those models have simply taken market share and now hold so much market share that they will find it hard to increment sales much more; valuations there will suffer.  That will not make value investments "better" (though, one supposes, it might make them less bad).  Value will, then outperform, but not by having huge returns, I expect, but rather by avoiding some massively negative ones.

But maybe, like the Adams family, value investors have to think differently about value creation and about how margin of safety could work in an asset light environment.   That is a topic for another day as well. 

Saturday, August 15, 2020

Well they did manage to raise revenue by 50%

 But only to $10,000 - total - for the quarter.


ELLH remains the WORST NOL shell holdco I have ever seen.

  1. Management siphons off $0.70 of book value quarterly
  2. Revenue is up to $10k per quarter - far less than most freelance businesses generate
  3. The only hope for the business is a deal, but unsurprisingly, the potential partners in the deal are unenthusiastic about taking on the burden of the fixed costs ELLH brings as the price of its tax shelter.
  4. Again, large firms that could probably carry the costs are too large for a firm with such a small asset base to acquire, and the reverse (acquisition of ELLH) nullifies the tax shelter
  5. As the asset base is siphoned off, the target set becomes ever narrower, and on average, even smaller, making the burden of carrying ELLH management's lifestyle payments more expensive.
  6. There are indeterminate but potentially significant and likely very long tail / long term legal overhangs from prior operations, which further reduce the attractiveness of ELLH (but provide incentive for management to siphon off the assets before they can be attached, tho fraudulent conveyance remains a risk, I suppose.  Still possession is 9/10th of the law, as is said).
  7. Part of the risk in [6] is that management from the prior operations remains at the apex of the holdco.  So the same people more or less who ran the prior businesses into the ground are supposed to buy and build some other business they aren't even experts in?

Amazingly this trades at more than 2x book... A massive cash hemorrhage  with no operations and plenty of management lifestyle comp, with decreasing prospects as its resources are siphoned off.

Alas, the incredibly thin float makes it impossible to short this.


https://seekingalpha.com/news/3605980-elah-holdings-reports-q2-results


http://s22.q4cdn.com/545953618/files/doc_news/2020/Q2-2020-Financial-Reporting-Package-(8-14-20-final).pdf

Thursday, July 30, 2020

Stephan Company: A Very Interesting Nano-Cap Moving (farther) up the Quality Curve

Author's Note: This article was originally published on Seeking Alpha in January of 2018. I wrote it over the Christmas break in 2017.  Many of the steps have been small and a few required some charges and also cash conservation.

However, the latest quarterly results have largely proven the thesis, I believe. 

I have been meaning to publish this on this blog for some time, but for a long time, the article was exclusive to SA and afterwards I thought I might want to submit it for publication elsewhere. It deserves a revisit, as much has changed - there is a new CEO, there are many new brands, and of course, COVID has limited options for barber shops.

As a prelude to an updated article, I thought it was time to publish it here.

There's plenty wrong with many of the details (capital policy has changed significantly), but I want to be honest with myself and with you. I hope you enjoy it.

The Stephan Company: A very interesting nano-cap moving up the quality curve.

-          The Stephan Co is a nano-cap company with a recent history of poor performance

-          Recent BOD and management changes have come with a smart restructuring

-          Management and board are disciplined in capital allocation and very shareholder friendly

-          Business has moved from bloated and loss making to lean and profitable

-          Focus is now on growth which is happening organically and inorganically

 

The Stephan Company (PK:SPCO) has had articles written about it on SA before, in 2007 and 2011.  Given the long gap and significant recent changes to its operations, I thought it was time that a new article be published.

The Stephan Company is a nano-cap stock with a market capitalization of about $10mn (3.993mn shares out as of latest Q)[1] [i]and a recent history of operating challenges, but in spite of its size, it is quite an old company that is moving back up the quality curve.  Founded in 1897[2], the company is focused on the beauty segment, particularly the barber shop distribution segment.

The business is now run by some very smart people who are incredibly disciplined in their use of capital and also very shareholder friendly.  Indeed, much of the BOD is made of up financial investors who are making sure that the business uses its excess cash (substantially all of its operating cash flow, as required CapEx is negligible) to return capital to shareholders.  This is the sort of high return on capital business that you can be comfortable holding for very long periods which offers some effectively no cost (negative cost, perhaps) real options on growth and capital gains, and which pays you to wait while you sit on those options.  As such, for the non-institutional investor, this might be interesting.  This assumes that you can get shares; they are quite illiquid.

Risks:

Before we explore the business any further, I think I should point out that SPCO is a very small business with control shareholders who already possess over 50% of the 4mn shares outstanding.  Acquiring shares is very difficult to do, selling them no less so (though helpfully, management is committed to repurchases, so there is some liquidity in that regard).

As a small business in the distribution segment the business competes with many other businesses some of which have greater resources.   It is also a business that until recently had significant losses, though that was before the restructuring.  This is a very interesting business but Coca-Cola it is not.

Given the high level of Board / insider ownership, you have to recognize and be comfortable with the control team as stewards of the enterprise and capital.  Moreover, there is a risk that this business will be taken entirely private and stop reporting altogether.  Efforts to do just that have been made before (by other shareholders and management) and the closely held nature and size of the business could make this attractive to insiders.  Somewhat mitigating this risk, I believe, are the DTAs, the fact that at least one major shareholder is an RIA with separate client accounts, which accounts would be harmed by a go private transaction, and the fact that being a public company offers SPCO some unique benefits in doing deals.

Investors should consider this a PE sort of investment with a very long lockup.  In return, the business generates nice cash and high returns on equity, but typical strategies for avoiding losses (eg. stops) will not work with such a business.

Background:

As you can imagine with a 120 year old company, they have had multiple operating approaches over the years, but what matters are some recent changes, starting about five years ago.  At that time, the then CEO who had controlled the company since the early 2000s (and attempted, unsuccessfully, to take the company private in 2004, but who did delist the company in 2010) died suddenly.  At the same time, the performance of the branded product part of the company headed down quite rapidly, resulting in millions in losses.  The successor management team tried multiple strategies to preserve the business in tact, cutting expenses and staff, moving production to reduce costs, but could not align costs with revenue.  Revenue mostly declined but even investments in improved marketing that did stem the decline negated through the incremental costs the benefit of stable sales.

CEO compensation was out of line and there were multiple lawsuits with companies and brands that SPCO had acquired.  These lawsuits consistently resulted in unfavorable outcomes for the company.  (Most of the issues had occurred under previous management, but the road on these litigations only ended in 2012-2014). 

The challenges in the branded products segment masked a profitable distribution business.  This is surprising, most investors tend to expect the branded part of the business to carry the intellectual property and the high returns on capital with low reinvestment required.  But in this case, the distribution business, specialized on a small customer segment as it is, actually has quite high margins for a distribution business (30%) and requires almost no capital expenditure, whereas production in branded products had low margins and significant capital outlays required to fend off new entrants.

Restructuring:

As a result, the BOD took the strategic decision in 2015 to exit the branded segment to focus on the distribution business exclusively.  They sold off the brands, liquidated inventory, liquidated excess real estate and separated from about 20 employees.  Among those were the CEO and CFO who were earning significant salaries for a struggling small business.  Instead the COO was promoted to the top job and finance was outsourced to an accounting firm with one of its partners functioning as a part time controller and CFO.  With a smaller firm, the scope of audit was reduced and the audit contract rebid and won by a smaller audit firm, presumably at better rates.  Old outstanding litigation was settled and the company was able to make a fresh start with much lower operating costs and therefore a realistic breakeven point, stable sales, good margins, minimal investment required and lots of deferred tax assets (DTAs) from the $18mn in losses the previous management incurred trying to rescue the branded products business.

And look what resulted!  The figures for 2013 and 2014 left the business in a state which raised doubts about the company’s ability to continue as a going concern.   

Then, in 2015, the business was successfully restructured.  Revenues declined, but costs declined much more rapidly and therefore net loss narrowed.  Exiting 2015, structural costs were so much improved that in 2016 the company earned a profit for the first time in years.[3]

Moreover, a smaller operation required less capital, so that the balance sheet could be shortened and shareholders rewarded with cash dividends from asset sales and liquidation.  Returns on capital soared, with ROA at 16.5%.  ROE at 20% and RONE (effectively equity less cash) went to 26.5%. 

If you could invest at book value, most investors would be happy to have 20%-28% passive returns indefinitely.  Alas, at today’s prices, an investor is paying a multiple of book, and so trailing returns are somewhere in the 10-12% range.  Except, what if there were growth?  Might return on capital get even better?

 

Market opportunity:

To have a sense of what kind of growth might be possible, let’s get a sense of how big the end market is.  We estimate that Stephen Co has about 8% +/-2% of the market in which it competes.[4]  4Q results are trending to about $2.4mn, which would give the company an annual run rate of $10mn in revenue.  I believe that the addressable market is somewhere between $100-$230mn. 

We make the following estimates of the market opportunity:[5]

Topic

Low

 

High

[1] Men in America

 

150,000,000

 

[2] Men who go to the barber (vs. salon, or DIY grooming)

60%

 

65%

[3] Barber visits per year for those who go

6

 

12

[4] Product usage (shop cost) per visit

 

$0.20

 

[5] Estimated Market

$108,000,000

 

$234,000,000

 

This makes Stephen Co, a tiny company you never heard of, a meaningful player in its market, but one that has plenty of scope for growth within its category.

Barber shops, I hasten to add, are not like salons.  When women go to the salon, they tend to spend much, much more money, not just on styling but also on product like coloring and product is a significant cost of a haircut.  Barber shop haircuts are almost entirely labor costs.  Mostly you get a cut, and there are some creams, powders, gels and disinfectants.  They come in the same jars and bottles we see everywhere, many of which are distributed by Stephen Co.  But in the end, it is a negligible cost of a haircut at the barber.  (Interestingly, this means that if you have a good distribution system, you can increase prices, because product costs do not drive customer spend barbers can more easily pass along those costs).

Growth:

As part of its 3Q17 quarterly report, management revealed several interesting things about 4Q in its discussion and analysis of the business.  An MDA that is so revealing about events after the date of the report is quite unusual.  I cannot recall ever seeing such a strong amount of color in Q, but the forthrightness is consistent with a BOD and management that want to be open and honest with minority shareholders.

To understand the impact let’s first understand the business through 3Q17.  Nearby you find the as reported figures for 2017

and adjusted figures that net the acquisition back out and then annualize figures for the year based on the “going concern” – ie. pre-acquisition - structure of the business. [6]  Returns on capital, assets and equity remain very strong.  In fact, 2017 looks like a near repeat of 2016.  But there have been some significant changes starting at the end of Q3, with the acquisition of MD Barber. 

MD Barber provides some attractive assets.  First off, it has some successful products, particularly LXIV (Louis XIV) Pomade, and it also has a successful website and online sales and distribution arm through which SPCO can market its products, so the business brings revenue, new products and new capabilities in going to market that make the existing business better.  Not only that, the acquisition involved no goodwill, suggesting that the price is quite fair.

What about the impact on the financials?  MD Barber is a business that had about $800k in revenue in 2016 (10% of SPCO).  It seems 2017 might have been similar through the first 9 months.  We can figure this as follows: given the relative size, we would expect MD Barber to increase revenue by 10%, in fact, it has increased it by 11% and management indicated this is an increase over last year.  Interestingly, it is in line with the organic SPCO business, which is also growing 9% YoY in 4Q, for a combined growth in revenue of 20%, with both units growing something like 10%.

What does this mean from a profitability standpoint?

One reason that SPCO earns strong returns on capital are the high gross margins available in the barber shop distribution business.  It is unusual for FMCG distribution companies to earn 30% gross margins, and yet SPCO manages.  I suspect that the high margins are available because barber shop distribution is expensive; each customer account is pretty small and not really eligible for a volume discount.  This means that larger distribution players who might be able to drive out cost mostly ignore the segment and the customers don’t expect to have pricing power, so discounting is minimal.  Also, if you look at the size of businesses that set themselves up as local distributors of barber shop products, you can see that they are themselves small (MD Barber looks pretty professional within its segment and it has less than $1mn in revenue), which means that each of them likely has considerable fixed costs that have to be amortized and limited reach, such that there simply is not much scope to cut prices and still make it worthwhile to stay in business.  Of course, if you could develop a platform that reduced fixed costs to serve and were able to go on adding revenue at or near historical margins, your operating margins could rise significantly towards your gross margins.

We assume that MD Barber, as an internet distributor, has lower gross margins (there have been no details on this yet).  We construct two scenarios, in both scenarios, we carry through the 9% organic growth with constant gross margins.  In scenario 1, we assume MD Barber has 20% margins.  For illustration, we then project a second scenario in which MD Barber has 30% margins, nearly those achieved by SPCO.  The impacts are to add $98 - $119k to gross profit.  But in both cases, there should be some incremental SGA, which offsets some of this benefit.  Still, due to other efforts by management, we believe this can be held to a much smaller increase.  We assume a small increase in D&A over the 20k per quarter that was running through 3Q as some of the intangible assets acquired get written off.  We then annualize this effect (straight-line multiplication as the quarters are pretty even) and get profits of $835-$921 per year.


In the lower scenario, the higher intangibles and increased balance sheet size keep ROA at a quite steady level, although in the more favorable scenario, they increase ROA by a few percentage points.  Returns on equity are higher in both cases.  What is really impressive, quite frankly, is that the organic growth was achieved with only $12k in CapEx into the legacy business OVER TWO YEARS.  That means that, to the extent that the organic growth is independent of the MD Barber business, the business was able to grow gross profit by about $200k (annualized) with just $12k of investment.  Long may it continue as it means that D&A costs will fall over time further enhancing profitability in the meantime, they shelter taxes.

Now, the question is, where will this money go?  We have seen already that very little needs to be reinvested, even if the past two years are a bit of an extreme example, likely no more than 30-80k need to be reinvested.  This leaves money for acquisitions on a similar scale and setup.  Assuming just maintenance capex and no further deals, the business could have $800-$900k for distribution.  With 4mn shares out, this would be a dividend of $0.20-0.225 per share.  If growth on the scale of the 4th quarter could be sustained annually, good for about a 1-2% share pickup per year, half from organic and half from inorganic, and a deal required some $200k in cash, there would still be enough cash for a $0.15-$0.18 dividend, before counting the incremental sales and gross profit effects.

 

Now for a fun exercise – note that management also mentioned that they are working on a deal to monetize some of the trademark portfolio.  What if they struck a royalty deal for 4% of sales on their trademarks with a company that specializes in the retail channel?  Say those products could earn $5-$10mn in the retail channel.  This would generate $200-$400k in gross profit with substantially no incremental cost at all.  The impact would be to lift Net Profit by an equivalent amount and push it to $1-$1.3m against shares outstanding of 4mn, good for $0.25-$0.325 cents per share.  Moreover, margins would shoot might higher since the new revenue would have effectively 100% margin.  In such a case, we could expect a very nice incremental payout, likely an amount offering a 10% yield at today’s price, not to mention a revaluation of the entire business upward.  With ROE of 40% and solid growth it would not be unreasonable to see the stock trade at 6-10x book value.  At current prices, it would also offer shareholders something on the scale of 12-15% returns annually, plus the appreciation in the shares, which might be significant.  In a market environment with 2% yields and 4-5% expected returns on equities in general, you are being paid reasonably for the risks assumed.

Conclusion:

SPCO is a business that generates fantastic returns on capital.  The business is very well run by smart allocators who are pursuing a variety of strategies to grow the business and further improve company economics.  Prices have risen some, reflecting those improved economics, and yet, the company still yields attractive payouts and offers the potential for further growth in what is mostly a mature category.

Obtaining shares is difficult, but not impossible, and while current prices are not a “slam dunk” they offer considerably higher potential returns that the overall market while simultaneously avoiding the risks associated with herding into index products.

This management team has been quite intelligent in allocating capital and has required minimal reinvestment to nevertheless grow the top line and margins.  There are some hidden assets that might be able to be monetized in interesting ways.

We believe that a fair price is likely between $3-$5 and possibly as much as $6-$8 in the right circumstances, plus a decent yield and little risk of capital loss.



[3] Data from Annual reports from 2016 and 2014.  Calculations are author’s own work.

[4] This is the products market, although it supplies barber shops, it is not selling capital goods, like swivel chairs or other furniture.

[5] Source: author’s own estimates.

[6] Source: 3Q17 10-Q, pages 3, 5. 7 for the financials, and page 8 and 9 for the purchase accounting.  Adjustments and ratios, author’s own analysis. 

Adjustments reverse the purchase accounting and the $56 that was paid subsequent to close to reduce loans available.  These loans were acquired, but as of 30 September were only showing $70 as management already partially paid down the loans.  Walking through the adjustments:

-          Adjustments to Equity:

a.  Reverse out stock issued reducing common stock by $2

b. Reverse out paid in capital by $392

c. Reduce Accumulated Deficit by $33 for the costs associated with the acquisition

-          Adjustments to Liabilities:

d.       Reduce A/P by $50 for payables assumed and by $35 in purchase credit for inventory

e.       Reduce Loans payable by $70

-          Adjustments to Assets other than Cash

f.         Reverse Intangible Assets acquired by $645

g.       Reverse Inventories Acquired of $132

h.       Reverse Receivables Acquired by $21

-          Adjustments to Cash (i)

o   Reverse Cash received of $38,

o   Reverse Cash Paid to Seller of $231

o   Reverse Cash Paid to Loan Holder of $56

o   Reverse SGA Costs incurred for acquisition of $33

-          Adjustments to P&L

j.         Reverse $19 in SGA costs associated with acquisition

k.        Reverse $14 in Other Expense associated with one time acquisition costs

 



[i]

Saturday, May 30, 2020

A few good investing websites


I honestly am trying to spend less time on "newsy" investing sites and focus more on fundamentals and thinking as we approach a "4th Turning" crisis period.  Alas, crisis periods are nearly impossible to "invest" in in the normal sense - extrapolation and prediction are nearly impossible because there are so many macro factors that are likely to get resolved in one big cataclysm; the outcome of which is largely dispositive as it is really unknowable.  Inflation or deflation? Empire or tributary dependency? Heavy industry, physical assets, or intellectual property?  Legal, economic, environmental, political systems - all up for grabs.

Few strategies work well and unlike the later states of the prior crisis period, securities are not dirt cheap.  The right strategy in 1937-1938 was to buy net nets, which were plentiful.  Today, they are hens teeth, so the downside of being wrong is much much larger.

Anyway, some things you might want to check out:

- The writings of famous investors on Austin Value Capital

- The ideas on Clark Street Value

- The smart guys at Oddball Stocks

- The "cousins" at NoNameStocks

- Dave Waters at OTCAdventures

Not saying these are ways to invest, but they are places to think about the discipline AND get some stuff to sift through.

Recognize that most of the investors at Austin Value Cap were born in a fortuitous period from 1916-1930.  Most of the great generation of post war investor-allocators were from this period, because you had your early career largely after the war and could accumulate significant assets cheaply from the 1940s to the mid sixties (Graham style investing) then buy compounders with strong yields in the 1970s and then sit back and let the twin tailwinds of lower taxes and lower yields drive the portfolio value into the stratosphere.  Not saying these aren't smart people, just that Ben Graham, who was quite a bit older, did much less well because he was born at the wrong time to have the strategy truly work for him; he died before the really big revaluation could work it's magic.

Friday, May 29, 2020

What happens to Core Molding (CMT) from here?

Core Molding Technologies is an SME focused on plastics and structural foam molding that has emerged through a series of solid acquisitions, from the heavy trucking industry.  Starting in 2018, the company was hit with twin challenges of operational weakness and balance sheet weakness.  It has been fighting back ever since, but the stock price collapsed - barely exceeding $1 at the depths of the Covid-19 market panic in March.  The price has bounced back since, what is likely to happen now?

I will spare you the suspense - I believe that the price is likely to rise, and sharply, from here.  Why? Because of several cash generating levers that we are likely to see that will mitigate much of the "risk" to the lenders, who will therefore be likely willing to refinance the company, after they exact the pound of flesh that always attends distress guys.

Rarely do I take this view - almost always distress debt and NOLs lead to more distress and more NOLs until at some point, the business is sold, the assets or sold, or the whole thing is refinanced with debt being swapped with equity.  For much of the past 12 months, it has been hard to see which way this was likely to play out, but several recent developments have indicated that the business is likely to survive intact with the equity surviving as the successful fulcrum security.

There are multiple reasons for this - the first is that the company competes as part of an oligopoly in its core market segment: plastic and lightweight composites for transports, particularly heavy trucking.  The heavy trucking industry itself is quite concentrated - in North America there are four major players (Navistar/International, PACCAR, Volvo and Daimler Trucks); in Europe, you add Volkswagen/MAN and Fiat/Ivecco, but lose Navistar and in Asia you have a few other firms.  However, each of these geographies is actually quite separate as are many of the supply networks, because the physical transport costs are significant.  Sure, small parts like nuts and bolts are largely globally competitive, but air shields and panels and such are hugely expensive to ship if you have to pack them in containers and float them across an ocean; they take up too much space.  It is far more efficient to ship raw materials to a factory co-located or at least near to the final production facility.

Companies being what they are, three competitors are essential to pricing and development strategies.  Each of the four North American producers does business with each of the three suppliers (CMT and its competitors).  The ecosystem is balanced in this way, and so everyone can earn ok profits and returns on capital over time; it would be unhelpful to the manufacturers to drive bargains that push prices below economic returns, because starving your suppliers means that they cannot invest in your future.  This is how CMT managed to be profitable from 1996 to 2017 in all years except one (no credit for guessing that it was 2001, not 2008 or 2009 that was the unprofitable year).  This sort of stable business that allows for very careful planning of capex is a source of competitive advantage and allows for very solid returns on equity and capital (high teens) over a cycle.

Moreover, we know that CMT has historically been a solid operator - a few years back, CMT landed a huge increase in business when a competitor irked one of the big four producers and had some programs shifted to CMT.

CMT has also historically been quite conservative in finance.  I attribute much of this to the board - who are all old corporate operators with conservative corporate finance perspective.  CMT was actually a spinoff of Navistar (in 1998).  They have chosen to avoid balloon payments on debt (though the current debt does have a balloon, but it is many years out and CMT has adequate time to earn enough to meet the balloon).

Prior to COVID putting a hurt on operations, the company was earning solid returns; overall 1Q20 results were good, in spite of slow sales at the end of March. 2Q20 will be weaker, and yet, plants restarted in May and trucking has continued apace.  Moreover, several new lines of business from the acquisitions of CPI and Horizon actually were up in 1Q20 over 1Q19; so there is some buoyancy in their end markets. (I estimate that heavy trucking clients actually represented only about 50% of sales in 1Q20, so diversification is happening).

In spite of what will be no doubt weaker sales and weaker profits from negative absorption of fixed assets and expenses, there might still be surprising cash generation in 2Q - lower sales in the past have been cash generative as receivables are collected and inventories are reduced.  The strong paydown of payables in 1Q20 means that working capital actually expanded, providing more scope for reduction to align with lower sales levels going forward.  If there is solid cash generation in 2Q, the receipt of $6m in tax refunds, it seems likely that the company can completely repay its $7.8m in revolver debt by 3Q20.  The large tax refund is a benefit from the CARES act, which provided the company with a farther "look back" period for applying operating losses; usually these can be applied back one year and forward 20, under CARES, I believe they can look back 3 years.  This allows the company to apply losses against profits from a period when corporate taxes were higher, as an added bonus.

Since it is clear that the company will be able to make its payments, there is little incentive for the lenders not to offer forbearance a bit longer, continue to benefit from a penalty default rate and get re-liquified in the inevitable refi, or agree to do the refi themselves and get the origination fees on top.  I need to be clear, the issue is actually not the repayment; I don't believe anyone can expect that the company cannot repay.  The issue is that the debt has covenants promising certain levels of profitabilty which, due to operating weakness, have been violated.

In any case, as I say, I expect that the debt will be refinanced and when an extension of the forebearance is announced, that the stock will rise further, and with a refi, that the stock will return to something approaching book value.  I make this assessment, because of the solid profitability that the company generated on an operating basis with a much lower level of revenue in 1Q20.  This is a strong sign that the operating improvements the new management have been putting in place are working, indeed, have worked, and that profitability in a normal operating environment, which should see revenue north of $70m a quarter will be incredibly strong.  Gross margins were nearly 17% with $64m in revenue.  With $72-75m they should exceed 19%.  If SGA return to 2019 levels for similar levels of revenue, operating profit would be somewhere around $6.5m a quarter (with 7,778k shares out).  Annualized, this is operating profit of around $26m, lower debt balances and lower interest rates could take interest costs down around 250 basis points, which could actually lower interest expense below $1m annually.  Allow $1m and you still have PBT of $25m and income tax expense of 21% puts profits a shade below $20m, vs let's call it 8m shares out (it is less).  $2.50 a share in profits.  For a cyclical, is that worth 10x? 12x?  As a firm with a solid history of good deals, increasing success at diversification from traditional verticals AND steady expansion of customers, products and manufacturing capabilities - could it be worth 15x?  Maybe that is a bridge too far, but a stock price approaching $30, call it $28 seems like a 7x return from here in say, 18 months?

Management and the BoD have persistently made open market purchases throughout the last several months and quarters in spite of - nee, because of - the market weakness.  They have been signalling, I think, that they are not worried about being able to be refinanced.  This has continued into COVID.  The CEO and COO filed form 4s earlier this month after 1Q earnings dropped and they had a window to make purchases.

There are risks, of course.

First off, there are the macro factors.  COVID could lead to some sort of permanent shutdown.  Also, I believe that we are likely to find tax rates being hiked to address the fiscal situation - a conflict, a military conflict, that is, likely with China, might be the proximate cause, but when it happens, it will be swift and sharp.  That would certainly change expected yields. 

Moreover, CMT, though an AMEX (NYSE MKT) stock and not a big board company, will still get hit.  I am old enough to remember when the Wiltshire 5000 actually had 7800 stocks (to represent the "total [listed] market".  Now I think it barely has 3300; so concentration in listed stocks has increased beta. Macro factors seem likely to persist.  On the other hand, trucking might have certain tailwinds in a conflict and CMT might benefit.

Also, there are macro tailwinds in the form of autonomy.  While the excitement and enthusiasm for self driving vehicles is overhyped, particularly in passenger cars, trucking is where much of the investment is among the majors.  This makes sense - in the early days of autonomy, much monitoring will be required; planned routes and logistics infrastructure will provide the means of that monitoring and the economics of lower operating costs will provide much of the investment dollars needed.  CMT doesn't have a huge spare parts business, but new truck programs and sustained high volumes as the fleet is turned over would provide a sustained tailwind enabling sustained high levels of utilization. The cash could be used to make further acquisitions that could provide diversification and reduced cyclicality when the secular tailwinds abate after say, a double long cycle.


The bigger risks are probably micro.  As I have noted, the firm itself has certain protections from existential competition given the need of all four manufacturers to have a reliable local supply chain. It is possible that some Asian or European firms could make a transplant; buying a competitor, for instance and potentially driving down certain R&D costs, or leveraging global purchasing arrangements - given the fact that Daimler and Volvo are both Europe-based and between them represent a majority of NAFTA production, this is always at the back of my mind.  On the other hand, if the economics of this were really that attractive, that sort of consolidation would likely have occurred.  Management at CMT does not seem to believe that geographic expansion makes any sense, given their specialties.

A bigger risk, perhaps is in some of the newly acquired business, because some important revenue lines derive from cases where CMT is a tier 2 supplier and not only at risk for their own performance, but also for that of the tier 1.  Horizon Plastics, the deal that nearly broke the company (in spite of a significant amount of equity used in the purchase in the form of cash on hand) has multiple business lines, among which are plastic fencing sold through big box home improvement stores.  You know it - the white, plastic 1/2 in or so, lattice fencing that is used mostly for cosmetic purposes.  This product is considered part of the "wood" category, so the category manager always has to find a supplier for it, as the category manager is sometimes booted from one of the stores.  In fact, CMT/Horizon benefitted from just such a situation - where the competitor was ejected and 100% of the business was awarded to the tier 1.  This situation is likely to reverse - given the situation there is considerably more tail risk that we might want.  Better for a firm like CMT to know that you will get between 40 and 60% of the business than 0 or 100%.

Operations could continue to be a challenge - although these really seem worked out and I have personally been impressed with David Duvall and Eric Palomaki (CEO and COO, respectively).  I believe they are earnest, hardworking and smart and full of integrity.  Ironically, COVID may again be a tailwind here.  The operational problems that were encountered late in 2018 stemmed from a set of misjudgments by management - misjudgments that were understandable.  Trucking usually operates on a 7 year cycle, with five great years and two crappy ones.  After what was a long up cycle into 2016 management and the industry anticipated weakness for 2-3 years.  They were right in 2017 and had already made adjustments to hiring, staffing and capital investment, adjustments that saw profitability remain strong in a down year.  They were caught off-guard when the truck market rebounded without sustained weakness, and, with unemployment at 20 years lows, were unable to recruit to staff up to meet demand, overtime and expensive contract labor were required, hurting margins.  Previous management had compounded this error by PPAPing a part that could not be manufactured reliably, requiring considerable rework and overtime and even so, delivery delays hurt production and clients - one client in particular - assessed penalties for failure to deliver which compounded the losses.

That mercifully seems to all be in the past.  But CMT's specialty is in developing custom solutions, as when a part requires a custom fit and the integration of say a metal rod or component into the plastic.  Problems with manufacturing could happen again.

Another question mark remains the CFO.  He is clearly not dumb, but I sometimes wonder if he is wise.  Back when the company had an IR team, I was told that he was brought in with three objectives: reduce costs, improve IR and complete deals.  He has achieved these things to some extent, but not always in the best way.

He certainly helped reduce costs and raise profitabilty in the 2014-2017 period.  I was genuinely pleased with the level of cash generation, though much of that sat fallow for years only to still prove insufficient to his ambitions.  Thing is, I ask myself if those cuts weren't the real reason the company found itself so unprepared in the rebound of 2018.  Some of htis might have been poor operating decisions by the former CEO, but how much of that was finance pushing for particular margin targets and forcing corners to be cut?

IR has certainly improved in certain ways.  There is a good investor presentation on the website (link here).  Moreover, Zimmer has always responded to my inquiries, for which I am appreciative.  Moreover, he managed, through the operating difficulties, to provoke shareholders to attend the annual meeting for the first time in years in 2019.  But not sure if that is really a good thing.  He prefers to have individual calls rather than investor meetings or conference calls.  The company does not present at any major conferences.  This is in spite of doing deals that should have investors looking at the company less as a heavy truck supplier and more as a custom lightweight composites solution provider.

Finally, there are the deals.  I actually liked both deals he did at the time he did them.  CPI was a deal that was entirely debt financed, though, I am not sure that it earns an equity rate of return.  It is hard to say because much of the margin there (quite a bit of the revenue for Bombardier - BRP - is from CPI but some is also from Horizon) is hard to estimate.  Moreover, that goodwill was impaired a few years later when management had to review goodwill as part of their normal process of looking at low P/B in market multiples.  At least it was conservatively financed.  At $15m, the purchase price was small relative to the cash generation of the legacy business.  Moreover, the legacy business was largely unencumbered by the time of that acquisition and so cash built up.  It brought them not only new customers and new verticals, it brought them manufacturing processes that were - we have been told - helpful in expanding significance with customers of the legacy firm.

That cash may have burned a hole in their pocket, because the Horizon deal seems now to have been a bit expensive.  It achieved several objectives, but also left no balance sheet flexibility.  I have a sense that having failed to do small deals in the three years between CPI and Horizon, management and the board felt a need to do something "big" and almost sank the firm in the process.

So, if we evaluate them as operators, investors and financiers, we can say that the old management turned out to be poor operators, but the new crew seems top notch, EXCEPT that perhaps the CFO also was to aggressive in optimizing cost aspects of operations and investment, both internal and from acquisition seem to have been either too parsimonious or two generous.  Finally, as financiers, he has not been great. The folks who ran the company for the first two decades, who were holdovers from the corporate parent that spun the company, approached finance like typical corporate guys - conservatively.  Wanting full amortization each month.  One could argue that this was "aggressive" in the sense that it is inflexible to have monthly principal payments (as compared with balloons) but, it is disciplined and avoids the need to refinance or to keep large amounts of cash on hand waiting for the payoff date and earning returns well below the interest cost of the debt that the cash offsets.

But in the Horizon deal, management should have demanded a different structure - knowing that the owner who built Horizon was selling to retire, they should have demanded that he take at least some of his payment in equity in the new business.  This would have reduced the debt load and made it easier to meet covenants and would have made the former owner more invested in the success of the merged firm.  CMT could have repurchased shares to offset dilution over time.

They might have also considered some preferred or convertible debt.  Rates were low, conversion provisions could have been set to ensure a premium to book and again, they would have had much more financial flexiblity. In the end, the CFO failed to imagine how bad the situation could be.

On the other hand - he has managed, so far, to avoid issuing additional equity as they have worked through this, which is actually fairly impressive, tho it probably has been a reason the problems have gone on for so long.  Will he get wiser? Who knows? The BoD is turning over some, and I expect that there will be a more muscular and aggressive board more focused on accountability.  We shall see, but I believe that this firm has some great characteristics and offers a superior risk / return.