Author Archives: WertArt

Some notes on investing

Posted on by Posted in Investments Leave a comment

In this article, I write about some of the lessons learned and observations made over the last 5 years.

My investment process prefers businesses that are cash generative (i.e high cash conversion rate coming with adequate returns on invested capital). As an investor I want to understand the following: What is the company’s ability to generate cash that can be returned to equity holders or reinvested in the company? And for the latter type of criteria, at what rate of return can the cash be reinvested in the company?

In the future, I will focus more attention on the company’s ability to reinvest cash at attractive rates (i.e return on investment higher than weighted average cost of capital). Many successful companies cover their true cash flow potential by immediately reinvesting their incoming cash flow. In recent years, the proportion of companies whose growth investment accrued in the income statement in contrast to showing up in investing cash flow has grown rapidly. From the outside, valuations for most of these companies were looking stretched. Nevertheless, historically and particular over the last 5 years many compounders (companies that can reinvest their capital at high rates of return) delivered exceptional operating results and often validated their market price. Due to their high realized return on investment, the companies were able to compound capital faster than most other available investment opportunities.

1. Reminder: Put more focus on the compounding effect when investing in companies. What level of return and profitability needs to be reached at what point in time to validate the current market price?

This thought brings me to another aspect. I invested in a number of special situations. Here, the discount to NAV was massive. German and Italian real estate funds in liquidation, Retail Holdings, Eredene Capital, BHF Kleinwort Benson Group and UMS AG provided the portfolio with attractive risk adjusted returns and made up a large part of the portfolio allocation throughout the five years. However, these investments have a limited holding period until the event materializes (i.e. takeover, liquidation). Therefore, special situations need to be sourced on a regular basis to replace them when the company returns cash to investors.  On the other hand, companies that reinvest cash on a regular basis at adequate returns can stay in the portfolio for a longer time than special situation investments. More compounders in the portfolio will reduce portfolio turnover and increase available resources to be allocated to each investment.

2. Reminder: The need to regularly reinvest cash from special situation investments can interfere with efficient portfolio construction. Also think about the tax effect this transition might have on long term portfolio returns.

A large pile of hard assets accompanied by a relatively small amount of debt/other liabilities should provide for a solid company? If the company trades at a large discount to net assets, it should provide for an attractive investment? It is not that easy. In at least two investment cases, I did not scrutinize the cash generation potential of the underlying assets. In both cases cash from operations was negative throughout the investment period. Asset fair values started to decline and the company’s cash balance got stretched. In both cases, Dundee Corp and AG Bad Neuenahr, equity holders have (almost) been wiped out.

3. Reminder: Do not let the asset base dominate the cash flow potential in your analysis. Reported asset values might be inflated.

The increase in money supply by central banks has boosted the weight of expected cash earnings that are distant to the present (based on the discounted cash flow model). Obviously, prices of growth companies profited more from this environment than mature companies. The dovish central bank policy around the globe supported permanent multiple expansion for companies with expected earnings growth in the future. Currently, markets might have reached a tipping point were the momentum has started to slow, because the crowd is leaving.

4. Reminder: Despite being a stock picker, include important macro themes in your investment decision and neglect the noise. “Don’t fight the Fed”: The decisions of central banks affect each and everyone in the financial markets.

Most of my investments have been in mature companies with relatively low growth prospects.

Generally, from time to time mature companies are facing operational issues. As a consequence, equity markets tend to overreact to the downside (provided that the company’s business model is still viable. An assumption that needs more and more scrutiny nowadays). Market price overreaction can provide attractive entry points.

Still, the overreaction can persist for lengthy periods and can therefore put continuous pressure on the stock price. Consequently, when investing in a company that is facing a problem, timing makes the difference between a good and a bad investment. In general, most investors shun the idea of being able to time the market. On a company level however, investing at the right time of the cycle is an important factor to maximize the internal rate of return of each investment. This does not contradict a patient investment approach. It is the name of the game to uncover potential earnings surprise before the majority of market participants do. However, it might pay off in the future to follow a more balanced approach by waiting until the fundamentals show first improvements and the market is taking notice. With this approach, I might not be the first to participate in the following positive market price reaction. Most of the time however, there should be sufficient upside potential left.

Houston Wire & Cable fits an investment where I actually had a good timing from an operational point of view. I started to accumulate shares in Q4 2015. The business touched the bottom of the cycle in Q2 2016. Over the last two years, revenues have recovered by 50% and the company regained profitability. Still, the share price is hovering around historic lows. In this case uncertainty about the future outlook prevails despite improving results. The market seems to question the length of the recovery.

5. Reminder: Stay one step ahead. Navigating through economic / industry cycles takes time. Be patient when investing in cyclical / mature companies and look for sustainable signs of improvement.

From my point of view there is not much difference left between a 1 bn market cap company and a 100 m company in terms of potential mispricing due to market inefficiencies. Inter alia, this may result from more investor focus on index investing, a decreasing amount of equity analysts available and an increasing number of trading strategies that require relatively high trading volumes. Consequently, there is no need to stick to the micro cap segment any longer.

A good example for this is Logicamms, an Australian mining/oil service company. Logicamms was my first Australian investment which I discovered by reading through the well written literature of Australian Fund Manager Forager. In hindsight, it was a mistake to invest in one of the smallest players in the industry. The opportunity set included larger and stronger competitors that offered similar return profiles at lower risk levels. Many of them have performed very well since I have invested in Logicamms.

6. Reminder: The opportunity set is expanding. Nowadays, the same level of inefficiency can be found in the small/mid cap segment like it used to be the case in the micro cap segment only.

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

A recap of my current investments

Posted on by Posted in Current Leave a comment

AO Johansen (8.6% portfolio position)

The owner operated company has transformed to a fully automated omni channel distributor for the Danish construction market. Management acquired several B2B and B2C trading platforms which have been successfully integrated. The transformation to an omni channel distributor has led to temporary cost increases that are expected to come down from 2019. I highly respect management for their capital allocation skills. Apart from repositioning the business, the company repurchased over 51% of outstanding capital from two competitor’s at prices substantially below intrinsic value. Consequently, net debt outstanding increased to 3.8 times EBITDA. While this seems high for a company operating in a cyclical industry, it is noteworthy that AO has substantial real estate holdings in Denmark. In addition, operating performance has been very stable over the last decades. The industry structure is oligopolistic with no successful entrant for decades. In addition, more than half of revenue is generated from replacement parts for existing properties. There have been rumors that Ahlsell might be interested in acquiring AO. The owner family already tried to sell in 2007 (the disposition was not allowed by the Danish authorities).

Houston Wire & Cable (6.7%)

HWCC is a distributor to the industrial, infrastructure and utility sector with a focus on the Houston area and oil & gas industry. As a master distributor of specialty cable, the variability of stock keeping unit is very high meaning that each cable differs either in length or product type. The company has a large customer base which enables them to sell leftovers (of cut cables) and keep inventory in check.

After a prolonged downturn, the company profits from a strong onshore oil market and increasing industrial demand. A potential recovery of the US offshore oil rig count could lead to a mid term earnings potential of one USD per share. The new CFO seems to like his new employee and accumulated roughly 120.000 shares over the last months (equals three times his base salary).

Pershing Square Holdings (5.5%)

Pershing Square offers an economic way to participate in the benefits of a hedge fund. Fees are relatively low given that I will not pay carried interest to management until the high water mark will be reached. Despite Pershing’s recent underperformance, it seems that many investors are still following Pershing’s investment picks (just have a look at Lowe’s /LOW uptick in share price when Pershing filed their holding with the SEC).

Italian REIFs (5.1%)

In 2015, I started to invest in a basket of listed Italian real estate funds. All of them are in the liquidation phase. I increased and downsized my positioning several times. Recently, I reduced my allocation due to a slower than anticipated disposition progress, an unforeseen tax revision at one of the funds and the deteriorating political climate in Italy. So far this investment theme has delivered a 20.0% total return and a 20.3% IRR.

Fairfax Financial (5.0%)

The company is known for its great track record of compounding capital over its 33 year history. Fairfax owns a number of independently operating insurers with a run rate of USD 16 bn in gross premiums. With Brit and Allied World two significant acquisitions were recently made.

Prem Watsa and his team of investment professionals are using the float from the insurance business to lever up the investment portfolio. As of June 2018, 52% of the USD 40 bn investment portfolio were allocated to cash and short term securities. Consequently, a rising interest rate environment should benefit the company and increase interest income.

Nevertheless, investment returns over a five year period were weak as management held on to equities hedges for far too long. They ultimately covered the losses after the election of Donald Trump. However, largely unnoticed came their decision to also liquidate most of their US treasuries holdings. In hindsight, this was an excellent decision.

They target a 15% return on equity over the long term, which sounds less ambitious by considering the large float Fairfax has at its disposal. Currently, this translates into USD 2 bn of annual profit which according to Prem Watsa should be returned to shareholders at current share prices.

Geospace Technologies (4.2%)

An investment in GEOS is a bet on an increase in seismic exploration activity in the oil and gas sector. There are first indications that order inflow is increasing. Despite the recent increase in the oil price this investment requires patience as excess inventory at customers’ hand needs to come down first.

Management has managed the downturn decisively. They cut costs thoughtfully, kept their solid balance sheet and even achieved positive cash flow in 2017. At the same time, they continued to invest in the future by keeping R&D expenses steady.

Doubts about GEOS technological leadership in permanent reservoir monitoring systems increase uncertainty on how the company will perform in a recovery. Based on my assessment, orders in the permanent reservoir segment are not needed to justify the investment case at current valuation. It rather provides optionality for further upside potential. Moreover, the company’s non-seismic operations have performed very strongly providing diversification to the company’s income stream.

Kanam Grundinvest (4.2%)

This is one of the last remaining German open-ended real estate funds currently in liquidation. The liquidation process is taking longer than originally anticipated as management is trying at all costs to keep their fee generating assets as long as possible. Still the purchase price was low enough to generate an adequate return.

Spectrum Brands Holdings (4.1%)

This is an example where a watchlist of potential portfolio candidates can pay off. On April 26, 2018 the stock price declined by 30%. That day, the market received a disappointing quarterly earnings report and news came out that the CEO had to leave. In addition, a negative sentiment towards consumer goods companies in general let market participants panicking. I took the opportunity to build a position in the company.

The company is in the process of selling its battery and appliances businesses to pay down most of its debt. A merger with the holding parent company led to a simplification of the structure and an increase in free float. The remaining portfolio of brands produces ample free cash flow.

Gilead Sciences (4.0%)

The company faces competitive pressure from new HIV and HCV medication. Gilead has a history of very successful acquisitions. Last year’s purchase of Kite Pharma looks like another thoughtful addition to Gilead’s vast potential of new medications. Their focus on product development in NASH, inflammation and oncology should provide a break through in at least on of the three fields over the next years. Gilead is spending each year roughly one percent of global total industry research costs.

City of London Investment Group (3.8%)

A niche player in the asset management business investing client’s money in closed end funds with a focus on emerging markets. Assets under management have grown slowly over the last years. Management fees are slowly coming down. The company is very well managed and fully aligned with shareholders.

DFS Furniture (3.7%)

DFS is the leading UK retailer and manufacturer of upholstered furniture. I like the company’s flexible cost structure, vertical integration, high sales density and their ability to consolidate the market during downturns. DFS has been buying struggling competitors and is investing in its digital sales channel.

Pason Systems (3.2%)

Pason’s equipment is installed in over 1,000 onshore drilling rigs or 65% of all rigs in the Western hemisphere. For the customer, Pason’s products and services make up a small part of total cost, but play an important role in terms of safety and data analysis. The company is currently launching a new set of software products that could enhance the revenue potential per rig. Combined with a recovering market and market share growth in the Middle East, Pason is well positioned to reach 2014 profit levels again.

Renk (3.2%)

This is a special situation investment. Majority owner Volkswagen might sell or merge the company with some of MAN’s legacy operations.

Minds + Machines (2.7%)

This has been a frustrating investment so far. Shares are tightly held by London based investment funds. Shares are traded on the London Alternative Investment Market. Daily volume is below GBP 100 k. As a registry the company sells new TLDs via registrars to website operators/investors. The company had some successes most predominantly with their .vip TLD in China. Nevertheless, legacy issues brought up by the former management are holding back profitability. Also, a recent strategic review resulted in the acquisition of another registry. In contrast market participants expected MMX to be acquired.

Par Pacific Holdings (2.5%)

PARR owns the only refinery on Hawaii. The owner of the other refinery recently decided to sell part of the operations to PARR and close down the remaining production capacity. With demand for on-island sales in Hawaii constantly growing and investments to increase the share of higher quality output (i.e. jet fuel) ongoing, the asset is well positioned. PARR’s other operations include a highly profitable refinery in Wyoming, a network of gasoline stations, mid stream logistics assets and a 39% share in natural gas upstream company.

Lancashire Holdings (2.0%)

Lancashire has reduced underwriting activity and returned excess capital to shareholders over the last years due to fierce competition. The specialty insurer’s business and short duration investment portfolio should benefit from a rising interest rate environment. Interestingly, Crispin Odey’s fund holds a large short position in this name.

JZ Capital (2.1%)

Since the investment holding has cancelled the dividend nobody seems to be interested. JZCP owns a diversified portfolio of companies and real estate in Brooklyn and Miami. However, the majority owners do not seem to take notice of the languishing share price and no catalyst is on the horizon to close the 40%+ discount to NAV.

Sarine Technologies (2.0%)

The company has been facing a number of headwinds. Recent results suggest that the business is stabilizing. The launch of a new product segment has the potential to de-risk revenue generation over the next years. Still, the share price is falling.

Dundee Corporation (1.7%)

The most instructive investment I made over the last years. Dundee looked always cheap. Therefore, I added three times to my position. I ignored the continuing adverse news flow. The very definition of a value trap. Finally, the new management in charge seems to have a plan. The underlying assets have vast potential to surprise on the upside.

System1 Group (1.4%)

Another educative investment. I missed to sell the remaining position, when the share price was at GBP 10. Now back at GBP 2 this is a bet that management will handle the transformation of the business in an industry disrupted by digitization. System1 used to be a disruptor itself and it will be telling to watch whether they can adapt to the new environment.

LogiCamms (0.9%)

My first investment in Australia. LogiCamms is a tiny mining & oil servicer. The company is still struggling to regain profitability, although the demand for their services has recovered. In hindsight, the mistake was to look for small players to generate outsized profits. Many larger competitors had a stellar performance or were taken over since I initiated this investment at the beginning of 2016.

 

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

Selling Rolls-Royce

Posted on by Posted in Sold Leave a comment

On Friday, Rolls-Royce confirmed their prior guidance to reach (and possibly exceed) GBP 1 bn of free cash flow in 2020. The company forecasts GBP 450 m in 2018 (they made GBP 270 m in 2017). On top of that, they announced that it is their “mid-term ambition for free cash flow per share to exceed GBP 1”. This translates into GBP 1.9 bn. Warren East, CEO of Rolls-Royce, has shifted investor attention from profits to cash flow given accounting changes and increasing cash inflows from engine maintenance contracts.

To reach these goals a lot has to be done.

This includes another restructuring program over the next two years targeting GBP 400 m in cost savings while laying of 4,500 employees.

Moreover, quality issues with the company’s in-service engines continue to weigh on Rolls-Royce’s profitability. In Friday’s press release the company states that “At the time of our FY17 results in March we had anticipated that the cash costs associated with in-service issues on both the Trent 1000 and 900 would broadly double from the £170m incurred in 2017. Our current assessment is that the further issues encountered with Trent 1000 since our 7 March announcement could lead to combined additional 2018 cash costs of around £100m. We have, however, successfully enacted a number of short-term discretionary cost mitigation actions separate to, and outside of, the proposed restructuring plan, which we expect to offset these incremental costs. As such our FY18 free cash flow guidance remains unchanged at around £450m + /- £100m.”

From my perspective, this statement implies a hidden earnings revision. Nevertheless, market participants’ attention was focused on long term cash flow targets. The share price reacted favorably to Friday’s news flow.

Given the uncertainty surrounding the “mid-term” target to achieve GBP 1 per share in free cash flow, I want to be rewarded with a return of at least 25% per annum. I assume that Rolls-Royce will be able to reach the one pound per share target in 2022 or two years after reaching the first target of GBN 1 bn+ in free cash.

A 5% free cash flow yield for a company with recurring and growing cash generation seems to be an appropriate valuation. Consequently, Rolls-Royce could be worth GBP 20 per share in 2022. Discounting this valuation back to the present at my required rate of return for this investment, I come to the conclusion that the current price is 17% higher than the company’s intrinsic value.

Therefore, on Friday I sold my investment at 970 pence a share generating a total profit of 23.2% and an IRR of 8.1% over a holding period of almost three years. I might reinvest at a later point in time in case an investment in Rolls-Royce is becoming attractive again.

 

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

Reducing exposure to Italian REIFs

Posted on by Posted in Current 1 Comment

I decided to reduce my exposure to the Italian REIF theme after (i) some fund related info was released to the market and (ii) the political environment in Italy worsened. I made the following transactions

1) Reduced position in Unicredito Immobiliare to 2% of the portfolio at EUR 818 sales price from May 3 to May 17 2018:

Management informed the market that the sales process for the fund’s largest asset in Rome is ongoing. One bidder has been provided with exclusivity. The unit price reacted favorably further closing the discount to NAV. I decided to trim the position as the risk reward relation weakened. The fund distributed another EUR 150 per share at the beginning of Q2 2018.

2) Disposition of Amundi Europa at EUR 1,005 per unit from April 17 to May 17 2018:

As a reminder, the REIFs largest asset located in Rome (26% of gross asset value) is leased to a single tenant (former H3G). After the merger with WIND it is unclear whether the property will still be needed in the future by the current tenant. Former H3G has a break option starting from May 2015 until May 2019.

In addition to that, Europa Immobiliare informed unit holders at the end of March, that “following the occurrence of circumstances not known and not foreseeable at the time of drafting and approval of the final settlement of liquidation” the expected repayment for 28 March was suspended. “The aforementioned suspension is due to extraordinary, unforeseeable circumstances inherent in the liquidation of the direct and indirect holdings of the Fund, currently subject to checks of an administrative, accounting, legal and tax nature“. According to this article, it seems that Italian tax authorities are revisiting the tax structures of Europa Immobiliare 1 former investments abroad (mostly England, Sweden and Netherlands). These properties were held indirectly by the fund through the usage of special purpose vehicles. Now, it is unclear how long the tax review will take (best case three months) and what the effect will be on the outstanding distributions for unitholders of Europa Immobiliare 1.

Coming back to Amundi Europa, it seems that the fund used similar tax structures for European investments ex Italy. Therefore and due to the large single tenant exposure, I decided to realize a total return of 29.4% on this investment. The fund distributed another EUR 236 per share at the end of Q1 2018.

This brings the total weight of Italian REIFs in my portfolio down to 8.4%. The following table provides an overview for each fund (click on the table to enlarge):

Notes to the table:

1) Cumulative write down as a percentage of total historic costs (based on current real estate portfolio).

2) Cash available plus short term investments and current assets less current liabilities as a percentage of current market cap plus debt.

3) From a location perspective; note that other assets in the portfolio might have better characteristics in terms of leasing or asset liquidity.

4) Assumptions: liquidation at current NAV. In the case of Europa Immobiliare this scenario also includes a positive outcome from two legal claims.

5) Assumptions: liquidation of property portfolio at 60% of current appraisal values except for the best asset. Best asset to be sold at current appraisal value.

6) Assumption: liquidation of total property portfolio at 30% of current appraisal value.

7) Equal weighting of each scenario. Except for Unicredito Immobiliare, where the worst case scenario is weighted with 15% given the progress made in selling the largest asset close to NAV.

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

 

Q1 2018 Performance Review

Posted on by Posted in Reporting Leave a comment

WertArt Capital (the “Portfolio”) lost 3.7% during the first quarter 2018. By comparison, a composite – 70% the Euromoney Smaller Europe (Exc. UK) Total Return Index  and 30% the Euromoney Smaller World Total Return Index – lost 2.8% during the same period.

An overview of the portfolio’s largest ten positions can be found in the following table:

 

I am also providing the quarterly portfolio cash streams in the table below:

 

 

 

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

Adding to Geospace Technologies

Posted on by Posted in Current Leave a comment

Last Thursday (after market close), Geospace reported quarterly results.

The company reported the first gross profit since the second quarter of 2015, which is mostly a result of lower non cash inventory obsolescence expenses and a declining cost base (the workforce has been reduced by more than 50% since 2014). In addition, they announced a meaningful contract win with a new customer to rent 9,000 OBX nodes (ocean bottom) for a period of 180 days. During the quarter management re-initiated investment activity in the rental fleet with transfers from inventories to rental equipment being more than ten times larger than last year. A continuous increase in demand for rental equipment will be of significant importance to regain profitability due to the high margin contribution from this segment.

GEOS management remains cautiously optimistic in its outlook for the rental fleet. A bolder prediction was made by the CEO of ION Geophysical, a competitor in the Ocean bottom segment:

“We are confident that the OBS market is growing, projected to be at pre-downturn levels of USD 1 bn in 2018, with significant growth projected by the industry in the following years. OBS will continue to take market share from the distressed streamer markets spurred by the improved economics of the next generation of systems as well as growing adoption by E&P companies as a technology of choice to manage their reservoirs.” (Ion Geophysical Q4 2017 conference call)

The non-seismic business continued to perform well. In addition, management reported that they are currently developing products for the border and perimeter security markets. These products are based on the existing seismic sensor technology and might have the potential to further diversify the business in the future.

Cash outflows sum up to USD 10.1 m during the first six months of the current fiscal year. However, operating cash flow (before changes in working capital) improved from a negative USD 6.1 m during the first quarter to a negative USD 0.6 m during the second quarter. The company is holding USD 41 m in net cash.

Lemelson Capital, the third largest shareholder holding 8.4%, intensified his activist campaign (although recently reducing his equity stake). Edit 5/16/2018: Lemelson increased his stake to 9.3% according to the latest 13D/A. He sent two more letters to the company basically demanding the replacement of GEOS management and pressing for the sale of the company. I do not know what is going on behind the scenes, but my impression is that support from other shareholders for these requests is limited. Management has not officially replied yet.

From my perspective, management seems to be very experienced. They are also handling the current downturn with great care. However, I am concerned about the low level of insider ownership:

Looking at the last decade, stock-based compensation has been a large component of management remuneration. For instance, the total intrinsic value of options exercised during fiscal years 2011 to 2013 was USD 35.2 m. This is a substantial part of net profit generated during this period. To be fair however, the share price increased more than 25 times from its low in 2009 until the end of 2013. So, for shareholders with the right timing to sell a lot of wealth has been realized. On the other hand, long term shareholders have been continuously diluted. Since 2009, the share count increased by 1.4 m shares or 12%. This might be similar with many other US listed companies. Nevertheless, management’s ownership in the company moved in the opposite direction. As of December 2009, executive management and the board as a group had an interest in the company of 1.3 m shares (adjusted for a 2:1 stock split) or 10.9%. This has been reduced to 0.5 m shares or 3.9% as of December 2017. At the same time, the board’s and management’s composition has not changed a lot (there is a new CEO, with the current Chairman being the former CEO). Consequently, from the outside it appears that Geospace has (i) a seasoned leadership team that has (ii) already received a relatively large remuneration during the last upswing and (iii) reduced their ownership over the last years.

Currently, I get USD 41 m in cash, working capital of USD 79 m and properties & land at cost of USD 36 m. In addition, there is the operating business itself with USD 13 m fully expended annual R&D spending, a profitable and growing non-seismic segment and the potential for a recovery of the seismic segment. The market is currently valuing the business at USD 150 m.

On Friday, I increased my position to 3.5% of the portfolio at USD 11 per share.

Olympic Entertainment Group – Novalpina Offer

Posted on by Posted in Current 1 Comment

On April 4 2018 Novalpina (a PE investor) launched a cash offer for Olympic Entertainment Group (OEG) at EUR 1.9 per share. The offer expires today on May 2 2018.

The offer values OEG at a trailing 5.4 times EV/EBITDA ratio, a P/E of 9.6 times and a 10%+ free cash flow yield. OEG has no debt outstanding and substantial net cash on its balance sheet. Return on investment averaged 20%+ over the 4 years, I have been holding shares of the company.

Novalpina announced its attention to delist the shares from the Baltic stock exchange after the completion of the offer and after holding an extraordinary general meeting. The termination of OEG’s stock listing is on the agenda of the general meeting scheduled for May 11 2018. As the founders and largest shareholders have agreed to accept the offer, Novalpina will control the majority of the votes at the general meeting (the founding shareholders own 64% of the company). A simple majority will be required at the general meeting for the termination of the stock listing.

After the decision to leave the NASDAQ Baltic OMX stock exchange, OEG will make a written request to the Exchange Listing and Surveillance Commission to terminate the securities listing on the stock exchange. According to this source, there have been instances when the delisting was denied. However, it seems likely that the commission will approve the OEG case given that OEG shareholders will have already received a take out offer from Novalpina.

Novalpina’s following moves are outlined in the offer document:

“The Bidder intends to have the OEG Shares delisted from Nasdaq Tallinn to be resolved in an Extraordinary General Meeting of OEG, following completion of the Offer. In such case, shareholders not accepting the Offer will no longer have liquid OEG Shares. The Bidder further intends the merger of OEG as transferring entity into the Bidder as assuming entity. The shareholders not accepting the Offer will be offered new shares in the Bidder. These shares will not be listed on Nasdaq Tallinn nor on any other stock exchange. Finally, provided the Bidder holds at least 90% of the OEG Shares, the Bidder intends to decide to take over the remaining OEG Shares in accordance with § 1821 of SMA. If the 90% threshold is not met after completion of the Offer, the Bidder intends to first implement the merger and, if following the merger the Bidder holds at least 90% of the OEG Shares, intends to pursue the takeover of the remaining OEG Shares.“

“Provided the Bidder holds at least 90% of the OEG Shares following the completion of the Offer, the Bidder intends to decide to take over the remaining OEG Shares for a price not lower than the Purchase Price in accordance with § 1821 of the SMA, and respectively, hold an Extraordinary General Meeting of OEG for that purpose. Such resolution of the Extraordinary General Meeting may be made within 3 months after the expiry of the Acceptance Period. The resolution of the Extraordinary General Meeting of OEG regarding the takeover of the remaining OEG Shares is adopted if at least 9/10 of the votes represented by the shares are in favour. If such resolution will be adopted following the lapse of the 3-month period after the expiry of the Acceptance Period, 95/100 of the votes represented by shares shall be in favour of such resolution.”

As to the sequence of the Merger on the one hand and the takeover of the remaining OEG Shares on the other hand, the Bidder intends to first implement the takeover of the remaining OEG Shares and only subsequently merge OEG into the Bidder, if the Bidder holds at least 90% of the OEG Shares following the completion of the Offer. If the 90% threshold is not met after completion of the Offer, the Bidder intends to first implement the merger and, if following the merger the Bidder holds at least 90% of the OEG Shares, intends to pursue the takeover of the remaining OEG Shares.”

Consequently, not accepting the offer will result in a higher offer price, if Novalpina is able to squeeze out minority shareholders (either at 90% or 95% ownership) and decides to take out the remaining shareholders for a price higher than the original purchase price.

At the same time, Novalpina might increase the offer price in the following scenario:

If they get close to the 90% threshold, they might be willing to extend and increase the offer or to purchase shares at a higher price to get above 90%. In this scenario and according to the prospectus, the increase will also benefit shareholders, who previously accepted the offer:

“In case the Bidder or any of the Novalpina Group Companies acquire OEG Shares after the Offer has been made public and before the results of the Offer have been made public at a price higher than the Purchase Price, such higher price shall be retroactively extended to the Offer but not to OEG Shares acquired by the Bidder from the market outside the framework of the Offer. In this case the terms of the Offer must be changed pursuant to § 7 of the Rules and the change must be published immediately on Nasdaq Tallinn web page.”

Before I make a decision, it makes sense to look what other shareholders (might) have done. The majority owners holding 64% of the company have already announced that they will accept the offer. In addition, I estimate that Novalpina until today acquired another 14% of the company in the open market (given the trading history and Novalpina’s announcement as of April 10 2018). Consequently, they need another 12% of shareholders accepting the offer to reach the 90% squeeze-out hurdle. (As of YE 2017, 12% of shares were held by mutual funds/institutional investors who might not be allowed to hold unlisted securities).

This is a difficult decision. On the one hand I think that the current offer price undervalues the company.

On the other hand, the prospect of owning shares that cannot be traded and the relatively low probability of an increased squeeze out offer after (potentially) waiting for months looks even less attractive.

Therefore, I decided to accept the offer price. At a sales price of EUR 1.9 per share I realize a total return of 20.0% and an IRR of 6.2% over a 4 year holding period.

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

 

 

Spectrum Brands Holdings (NYSE:SPB)

Posted on by Posted in Current Leave a comment

I am establishing a 3.5% portfolio position at today’s VWAP in Spectrum Brands Holdings with a limit price of USD 75 per share.

Edit 4/27/2018: VWAP USD 68.82 per share

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

Adding to Sarine Technologies

Posted on by Posted in Current 6 Comments

Sarine Technologies provides machinery and software to the midstream diamond processing industry. The midstream sector is placed between the producers of rough stones (upstream) and the retailers of polished diamonds (downstream). There are about 5,000 manufacturers most of them located in India (1).

Sarine has played a major role in transforming the industry with the help of their automated solutions for every stage in the manufacturing process from the rough stone to the polished diamond. Sarine is mostly selling to the larger manufacturers providing them with a cost advantage over the smaller players in a very low margin business.

Sarine has a 70%+ market share and a monopoly position in some product segments. Their leading position in this relatively small market results in high returns on capital with profits reinvested in product development to strengthen the company’s competitive position.

But that’s not all: their growing installed base of machinery delivers recurring revenue streams that currently account for roughly half of revenue. In addition, Sarine recently started to market products for the downstream retail sector (2) and diamond grading. So far, contribution to total revenue from products targeting new sectors has been small. Management is targeting a 5% revenue contribution from these new products in 2018.

Currently, a number of risks and uncertainties weigh on the stock price:

Since its peak in September 2014 when the company was valued at SGD 1 bn, the share price has lost about 60%. This is partially due to two years (2015 and 2017) where industry headwinds weighted heavily on operating results. In the latest annual report, the company’s Chairman Mr. Glinert provides a good summary of the headwinds Sarine has been facing.

1) There has been substantial oversupply of polished diamonds due to the following reason:

“The normal production cycle of the diamond industry is driven by the fact that half of the annual retail sales worldwide are concentrated from November — China’s Singles’ Day, India’s Diwali and Black Friday in the U.S., through February — Chinese New Year and Valentine’s Day. Polishing is catalysed by the sell-off of inventories throughout the industry value-chain during this four-month period. As downstream wholesalers and retailers replenish their inventories, midstream manufacturers adjust their output accordingly and typically slow polishing activities when the downstream demand cools. However, as the industry is fragmented, and little, if any, information is shared, and as the cycle time from buying rough diamonds to finishing polished diamonds is at least three months, the midstream usually overshoots with production. There is a consistent cycle wherein in Q3 there evolves an oversupply of polished diamonds in the midstream. The degree of overstocking varies from year to year and is dependent on many factors – actual consumer demand, how aggressive the producers are at offering rough diamonds, how aggressive the manufacturers are at competing for said rough, at what point the manufacturers realise the demand for polished has slowed, relative prices of rough and polished stones, etc. This year, primarily due to the aggressive sale of rough by producers still working down their excessive inventories from 2015 (they sold more carats in 2017 than they mined), and correspondingly aggressive buying by the manufacturers, the build-up of inventory was significantly higher than the norm. This is evidenced by the very significant drop in rough stone sales by the producers in the second half of the year (e.g., the DeBeers sights from July onwards), after the manufacturers realised their situation. Consequently, the corresponding slowing of manufacturing activities in the second half of the year is the primary reason for our weaker results in the second half of the year.”

In summary, the midstream sector’s margins are squeezed by their suppliers (rough stone producers) and their customers (retailers and wholesalers). From time to time, supply of polished stones exceeds demand by a wide margin. This leads to an even weaker position of the midstream sector and therefore lower demand for Sarine’s products and services.

However, in February 2018, management reported that diamond sights have come down in 2018 and that retail sales were better than last year. In the annual report released at the beginning of April management confirmed this positive trend pointing out that they are expecting a relatively strong year for the industry (3).

Moreover, besides the up and downs of the midstream sector there seems to be a structural shift going on in the diamond cutting and manufacturing industry. A number of banks have reduced their borrowing activity to the midstream sector. And recently one of the biggest bank scams in Indian history was uncovered directly related the Nirav Modi who owns diamond manufacturing and retailing. Ultimately, I expect midstream segment consolidation to speed up as small manufacturers have to leave the market due to tight margins and more stringent regulation. A more transparent midstream sector consisting of fewer but larger players should benefit Sarine’s business activity in the future.

2) The other headwind results from Sarine’s technological leadership as intellectual property infringement saw a sharp increase in 2017. This is mostly the case in India, by far Sarine’s most important market. As Mr. Glinert explains in the annual report, management is taking all judicial measures to protect their intellectual property and is trying to increase awareness of these infringements with retailers and wholesalers of polished diamonds.

Moreover, they are also relying on technology to protect their property:

“The newest Advisor® 7.0, protected by proprietary home-grown cloud-based cyber protection, has many enhanced features. Comparative testing between Advisor® 7.0 and the older version hacked by the illicit competition shows the polished stones planned using the newer software have a significant tangible added value in actual dollar terms. Advisor® 7.0 also has functionality specifically aimed at enabling the manufacturer to better meet today’s retail trends for branding — optimising modified cuts, light performance enhancement, etc. These valuable add-ons, along with other commercial incentives noted below, motivate manufacturers to migrate upwards to the latest version…”

According to the company, out of twenty thousand systems sold, eleven thousand have so far transferred to the protected Advisor® 7.0 Software.

In addition, infringements can now be uncovered by various software control tools that have been implemented in Sarine software systems to prevent misuse.

Going forward, I expect that it will become more difficult to copy Sarine’s product and that the impact of patent infringements has reached its peak in 2017/2018. Encouragingly, management believes that Sarine managed to retain its market share in the midstream manufacturing segment of the diamond industry in 2017. Although the number of stones processed declined and product piracy took business away, Sarine was able to set a new record of 10 million scanned stones (4).

3) There are a number of additional risks that could affect Sarine’s operations including:

First, the technological advancement of man made diamonds has progressed over the last years. Consequently, there is a risk that synthetic diamonds substitute demand for natural diamonds at some point in the future (5).

Apart from that, the current geopolitical situation will affect the diamond industry, if US/EU lawmakers impose sanctions on Russian diamonds. With Russian state run Alrosa controlling 30% of annual diamond output any export restrictions would have a severe impact on market supply.

A brief look at management/shareholders and valuation:

The company’s directors have significant insider ownership holding about 12% of the company. David Block was appointed CEO in May 2017 after joining the company in 2001. Most managers have been working at the company for at least a decade. Mr. Block is currently holding 0.8 m shares and he will shortly be granted 1.2 m options at market price vesting over four years.

In December 2017, Mondrian Investment Partners and Shareholder Value Management exchanged their position, with Shareholder Value now being the largest outside shareholder holding 9.2% of the company.

Like many of my other investments, the company has a pristine balance sheet with USD 29 m of net cash. The current enterprise value is USD 277 m. I think that the company should be able to achieve normalized net profit of USD 20 m going forward valuing the company at a 13.8 times cash adjusted multiple.

Given the company’s

  • high earnings quality,
  • strong ROICs,
  • leading product development capacity in its industry,
  • recent product launches targeting new markets,
  • high recurring revenue stream,
  • a history of returning excess cash to shareholders,
  • and a low financial leverage,

I think shares of Sarine should trade at a significantly higher multiple.

After building an entry 2.5% portfolio position in September 2017, I have been increasing the position to 3.5% after the release of the annual report at an average price of SGD1.14 per share.

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!

(1) India is the largest diamond cutting and manufacturing centre with total rough diamond imports pegged at $17 billion per annum. Hence, India, especially Surat, processes around 90 per cent of diamonds mined around the world.

(2) A number of Asian retail chains including Soo Kee Group in Singapore, Shining House in China, Golden Dew in South Korea, K-Uno in Japan and Aurora in Thailand have already adopted Sarine’s retail solutions in 2016 and 2017.

(3) See also: http://www.paulzimnisky.com/global-diamond-supply-expected-to-decrease-3-4-to-147m-carats-in-2018

(4) Since its release into the market in 2009, the inclusion mapping technology / Galaxy® family of systems has provided inclusion mapping data for rough diamonds in major diamond processing centres wordwide. The company states that the system has “revolutionised planning and production processes by maximising polished diamond yield, while expediting the manufacturing cycle and reducing human error.” Over 30 million stones cumulatively have been scanned since the technology’s launch.

(5) See also: http://www.paulzimnisky.com/the-price-of-lab-created-diamonds-relative-to-natural-continues-to-fall

 

 

Selling Retail Holdings

Posted on by Posted in Sold 4 Comments

Back in November 2013, I invested in Retail Holdings (ReHo). At that time, the company was already in the process of selling its assets and returning net proceeds to shareholders with the ultimate goal of full liquidation.

At that time, I derived at the following valuation:

”ReHo has currently approx. 5.3 m shares outstanding. I came up with a market value for ReHo’s share in Singer Asia of USD 133.2 m or USD 25.16 per share. In addition, a value of USD 19.3 m for the SPV Notes translates into USD 3.64 per share. Last but not least the company has USD 6.5 m in cash or USD 1.23 per share. This leads to a NAV of USD 30.03 per share. At a current price of USD 19.25 the share is offering a 56% discount to NAV.”

While it turned out that the SPV notes were worthless, management was able to maximize Singer Asia’s asset value and sell many assets with almost perfect timing (e.g. sale of Singer Thailand). In addition, management repurchased 12% of shares outstanding at attractive prices. The good sales process was also a consequence of executives/insiders directly profiting from a smooth liquidation in the form of equity ownership and incentive fees.

After 4.5 years, I have so far received USD 19 per share in dividends. The stock is currently trading at USD 13 per share or a 30% discount to reported NAV.

During the first quarter 2018, I sold my position at 13 USD per share realizing a total return of 98.6% and an IRR of 21.2%. Total contribution to portfolio performance since inception was 2.9%.

The rationale for this transaction is that around 70% of the assets are in the form of shares held in Singer Bangladesh. Therefore, the remaining portfolio has become much more concentrated than it was the case in 2013. More than a third of the Singer Bangladesh shares are restricted as “to the remittance of dividends and the proceeds from the sale of these shares.” Management is seeking an elimination of this restriction, but currently a sale would only be possible at a material discount I assume. Apart from that, last year’s momentum of continuous sales activity has stopped for quite some time now. Therefore, I think that the investment has become more risky and that the current discount to NAV reflects a fair assessment by market participants.

Disclaimer

The content contained on this site represents only the opinions of its author(s). I may hold a position in securities mentioned on this site. In no way should anything on this website be considered investment advice and should never be relied on in making an investment decision. As always please do your own research!