Left for Dead: Manning & Napier – MN:NYSE

It’s no secret that the active investment management industry has seen better days. Decades of high fees and uninspiring returns have spurred investors to reallocate their dollars to passive index-following strategies. Declining assets under management not only reduces the earnings that active managers collect, but also the multiple at which the market is willing to capitalize those earnings. As the industry continues to struggle, active asset managers have seen their valuations and stock prices decline. And yet, active managers still hold trillions in assets under management. Active strategies aren’t going away any time soon. 

You wouldn’t know that from looking at certain asset managers. The heavy pessimism surrounding the active asset management industry has lead the market to price certain managers as if they will soon cease to exist entirely. A prime example is Manning & Napier, Inc.

By any benchmark, Manning & Napier is an extraordinarily successful manager. Founded in Rochester, New York in 1970, the firm grew its AUM to a whopping $50 billion by 2013. At one point, the firm’s flagship large cap equity fund beat the S&P 500 for 11 years running. M&N went public in 2011 with a slightly unusual structure. Manning & Napier, Inc. owns a minority interest in the underlying management company, Manning & Napier Group, LLC. In 2011, M&N, Inc.’s ownership in the management company was 13.2%. It has since increased to 18.2% as owners of the management company have converted their interests to shares of the public company over time. 

Unfortunately, the IPO represented the high point for Manning & Napier and its investors. Soon after, the performance of the company’s largest and most important funds began to suffer. The redemptions started coming and they haven’t stopped since. From the peak in 2013, AUM has now declined by more than half to $23.1 billion at September 30, 2018. Over the last five years, Manning & Napier shares are down nearly 90%.

Today, M&N appears to be a mere $25 million market cap speck. In truth, the company is a little larger. Remember that M&N owns only 18.2% of the underlying investment manager. On a full ownership basis, the market is valuing the entire manager at $138 million. 

An investment manager with $23.1 billion under management for $138 million. That’s a value of 0.6% of assets under management. That’s low, even for a shrinking company in a despised industry. By way of comparison, Hennessy Advisors is valued at 1.4% of AUM and Silvercrest Asset Management Group is valued at 0.9% of AUM. But that’s not the whole story. Turns out Manning & Napier has a wealth of cash and securities on its balance. The only meaningful liabilities besides normal payables is an $18 million tax liability which will come due over time as the company continues to exchange its shares for additional ownership in the underlying manager. Cash and securities, net of the full tax liability equals $128 million. That makes M&N’s actual market value something close to $10 million. That’s right, $10 million or a mere 4 basis points of AUM buys you $23.1 billion in AUM. 

So what’s the catch? There’s got to be some horrible issue facing Manning & Napier. An SEC action, maybe litigation by former employees? No and no, but the company does have some serious cost issues. With half the AUM it once had, it seems M&N has had difficulty cutting costs to match its new reality. And that has had a terrible effect on operating margins. In 2015, the company earned $129 million in EBIT on revenue of $138 million for an operating margin of 40%. In 2017, EBIT declined to $52 million on revenue of $202 million for a 26% margin. Through the first three quarters of 2018, EBIT has continued to plunge far faster than revenues. 

I understand Manning & Napier’s reluctance to let go of long-time employees and its desire to maintain a robust infrastructure in hopes of a turnaround. But at some point, there must be a reckoning. The last quarter’s EBIT margin dipped to 11%, and it could go negative in the fourth quarter given the market’s path these last few months. Again, for comparison, Hennessy Advisors put up a 45% operating margin this year, and Silverspring did north of 20% this last quarter. Slightly different models, sure. But the point remains there’s no excuse for earning so little on the revenue stream from over $20 billion in AUM. The glory days are over. They may come again, but for now it’s time to tighten the belts a few inches. 

Manning & Napier appears exceptionally cheap, but investors must be comfortable with the risk that the company fails to address its AUM slide or failing that, cannot address its cost issues. On the other hand, solving one or both of these challenges could result in a massive upswing in profits and equity value. 

Alluvial Capital Management, LLC does not hold shares of Manning & Napier Inc, Hennessy Advisors, or Silvercrest Asset Management Group. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

Alluvial Capital Management, LLC manages a value investing partnership, Alluvial Fund, LP. If you are a qualified investor and would like more information, please contact us at info@alluvialcapital.com or visit alluvial.capital.

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Checking In With a Few Ideas

Checking in! Once again, life gets in the way. My wife and I welcomed a baby girl in September. (Everyone is doing very well!) And of course, Alluvial Fund keeps me very busy. But the search for value goes on, and I’d like to share a few interesting companies I’ve happened upon. These are only vignettes, but you may find them intriguing enough for further due diligence.

Societe Marseillaise du Tunnel Prado-Carenage SA – Euronext Paris: SMTPC

I’m a bit of an infrastructure nerd. I’ve always been fascinated by bridges, tunnels, ports, canals, pipelines, transmission assets, the list goes on. Even better when these assets are publically-listed! The grandly named Societe Marseillaise du Tunnel Prado-Carenage SA is a shining example. SMTPC holds the concession on the 2.5km tunnel linking the A50 motorway in Marseille with the A55 motorway. This critical tunnel saves motorists time, allowing them to duck under the ancient, winding streets to the hilly south and east of the city.

SMTPC holds this concession until 2025. The present value of conservatively estimated profits from now to the end of the concession, plus balance sheet net working capital, appears to be substantially higher than SMTPC’s market capitalization. The company pays substantial dividends, yielding 10.7%.

An important question for investors concerns SMTPC’s plans following the end of the concession period. The obvious path for the company would be an orderly liquidation, but perhaps the company has other plans. It could bid on brand new tunnel or bridge concession projects, though these seem to be few in number in France. It could attempt to purchase existing concessions, though they would face serious competition from much larger infrastructure investors like pension funds and insurers.

There is also the question of competition. Apparently, the Prado-Carenage Tunnel is known for high tolls and traffic jams. In October, the long-planned L2 North roadway opened up, allowing drivers a free means of avoiding central Marseille. It remains to be seen just how much revenue this costs SMTPC. Certainly some, but perhaps less than expected if the new roadway quickly becomes over-burdened and slow.

Brickworks Limited – Australian Stock Exchange: BKW

A brick company! What could a boring value investor like more than that? After all, mankind has been using some variety of bricks for several thousand years with no end in sight. Brickworks is a brick manufacturer, but it’s also a lot more. Thanks to a lucky and/or skillful investment made in the late 60s, Brickworks owns a sizable interest in one of Australia’s oldest and most successful holding companies: Washington H. Soul Pattinson. WHSP is listed on the Australian stock exchange under the ticker “SOL.”

Here’s where a dowdy basic manufacturer gets interesting. Brickworks is valued at less than its stake in WHSP. Brickworks’ market capitalization is AUD 2.55 billion, while its 42.72% ownership in WHSP is worth AUD 2.70 billion. Brickworks also has property interests worth more than AUD 500 million, let alone its namesake building products segment. In 2017, the building products segment produced operating income of AUD 76 million. A conservative 6x operating income would value the segment at AUD 456 million.

Based on these very simple estimates, Brickworks appears to be worth at least AUD 3.70 billion, quite a lot more than the company’s value in the market today. Lately, the company has increased its investment in US brick manufacturers. Brickworks sold off some WHSP shares to fund the deals. Despite the share sales, the value of the company’s holdings in WHSP will continue to be by far the largest driver of Brickworks’ value.

Mechanics Bank of Richmond – OTC: MCHB

It’s no secret that I like very high-priced stocks. Not a lot of retail investors are willing to pony up for shares with five digit dollar price, and that results in lower valuation. One such stock is Mechanics Bank of Richmond. Mechanics Bank is a $6 billion institution located in Southern California.

In 2015, Ford Financial Fund purchased a controlling interest in this venerable bank. Ford Financial is run by Gerald J. Ford, an extremely successful investor in banks and other financial services companies. Mr. Ford has a history of stewarding banks to greater profitability and scale before orchestrating a sale at a large premium. This is exactly what will happen to Mechanics, eventually.

Since the takeover, Mechanics has acquired two local competitors and has grown its balance sheet from $3.6 billion to over $6 billion. I don’t know how large Mr. Ford and his lieutenants expect to grow Mechanics before seeking an acquirer, but I do know that they have made progress and will make more.

US banks with $5-10 billion balance sheets trade have a median valuation of 1.3x book value. Mechanics trades at about 1.05x book value. A sale at even 1.5x book value would fetch over $45,000 per share. Whether a sale happens in 2019 or it takes a few more years, I fully expect to earn a healthy profit on shares of Mechanics Bank.

Alluvial Capital Management, LLC holds shares of Mechanics Bank of Richmond for clients. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

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Southern Bancshares – SBNC

Southern BancShares is my favorite type of company. The firm is secretive, allergic to self-promotion, strongly profitable, and loves to return capital to shareholders. Just as important, the company is dedicated to making prudent investments and sensible acquisitions and expansion.

Southern BancShares was founded in 1910 as the Bank of Mount Olive in Mount Olive, North Carolina. The bank has expanded throughout eastern and coastal North Carolina and into Virginia’s Hampton Roads metro. Over the last 20 years, the company grew its tangible book value per share at an 11% annual rate and repurchased 32% of its shares outstanding along the way.

Somewhere along the way, Southern BancShares picked up a meaningful stake in a related bank: First Citizens BancShares. It’s no coincidence. A look at the board of directors and top holders of each company reveals many of the same names. These companies are closely-related and have been since their founding. By any measure, First Citizens BancShares is a successful mid-sized bank. Over the last 20 years, the company grew its book value per share fivefold while building its balance sheet from $9 billion to $35 billion. First Citizens has long been a voracious acquirer of small banks, and benefited from its locations in high-growth areas with good demographics. The company now operates bank subsidiaries in 19 states and is in the midst of acquiring Capital Commerce Bancorp. Because of its growth efforts, First Citizens has come to dwarf Southern BancShares. First Citizens is NASDAQ-listed.

At year-end, Southern held 204,463 First Citizens Class A shares and 22,619 First Citizens Class B shares. Together, these shares are worth $106 million. Not shabby! With just 81,223 shares of Southern BancShares stock outstanding, each share of Southern BancShares represents ownership of 2.52 First Citizens Class A shares and 0.28 First Citizens Class B shares. That’s total value of $1,300 per Southern BancShares share.

Southern BancShares stock is illiquid and the bid/ask spread is often wide. But at a recent price of $3,600, the look-through value of the First Citizens stock that Southern owns makes up 36% of its market capitalization.

The remaining $2,300 of the share price that isn’t covered by First Citizens stock works out to $187 million in equity market value. Adjusted for the tax-effected value of its First Citizens stock, Southern BancShares’ tangible common equity is $172 million. So in essence, an investment in Southern BancShares stock at the current share prices values standalone Southern BancShares at 1.1x tangible book value and a current P/E of ~7.5x.

That’s one way of seeing things. The other way is to estimate a fair value for Southern BancShares’ operations, then to see what we’re paying for First Citizens. I think 1.7x tangible book value is a very conservative value to apply to Southern. This works out to only 11.6x current earnings. At this valuation, Southern’s own operations would be worth….$3,600. That’s the entire current market capitalization, meaning investors get First Citizens for free!

Just as a check, we can look at the valuation on a look through basis. First, earnings. Southern BancShares’ own operations should produce about $310 per share in earnings this year. First Citizens should earn about $31 per share in 2018. That would add $87 per share to Southern’s earnings if First Citizens were treated as an equity investment. This totals to $397 per share, giving us an estimated current P/E of 9.1x. On a tangible book value basis, remember that Southern’s banking operations have tangible equity of $172 million. On a look-through basis, the owned First Citizens shares add $65 million. That totals $237 million. Southern BancShares’ market capitalization of $292 million yield a price-to-tangible book ratio of 1.2x.

I’m not big on relative valuations, but they do provide helpful insight into market expectations. Right now, US banks with balance sheets from $10-50 billion trade at a median price-to-tangible book ratio of 2.2x and a median current P/E of 17.5x. Banks with $1-10 billion balance sheets trade at 1.8x tangible equity and with a P/E of 17.0x. No matter how you categorize it, Southern BancShares looks cheap.

The usual stipulations apply. Southern BancShares stock is extremely illiquid and the company is closely-held. What insiders want, they will get. The company’s bank operations are also fairly geographically concentrated (though First Citizens is national in scope) and a downturn in the North Carolina economy would sting. Investors in Southern BancShares should not expect short-term fireworks and must be prepared to hold on the very long term.

Alluvial Capital Management, LLC holds shares of Southern BancShares, Inc. for clients. Alluvial Capital Management, LLC does not hold shares of First Citizens BancShares, Inc. for clients. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

 

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Aerocentury Internalizes Management – ACY

I have another interesting idea in the aircraft leasing industry: Aerocentury Corp.

Aerocentury is a tiny aircraft lessor headquartered in California. The company owns 25 aircraft, all smaller regional jets and turboprops, plus one engine. Aerocentury focuses on aircraft worth $10-25 million and attempts to lease them for periods of 3-7 years. Lessees tend to be small regional airlines worldwide.

Aerocentury’s operating history is lackluster. Over its 21 year corporate existence, the company has always struggled to earn its cost of capital. The company’s profits have been wildly inconsistent year-to-year, with periods of strong results followed by mis-steps and losses. The company has occasionally had leases go bad, and recently suffered after buying a few aircraft for which demand proved elusive. But the biggest reason that Aerocentury has always struggled to earn sufficient profits is its relationship with Jetfleet Management Corp. Jetfleet is responsible for managing leasing activities for Aerocentury, and gets paid handsomely for the task. From 2013 through 2016, management fees paid to Jetfleet amounted to nearly 28% of Aerocentury’s total operating lease income. Jetfleet is controlled by Aerocentury’s largest shareholder.

This onerous external management structure and the resulting depressed profitability is likely the reason that Aerocentury trades at such a gigantic discount to its asset value. At $16.80, Aerocentury is priced at 50% of book value. (And this is after a pretty decent upward move in the stock. For much of 2017 and before, shares traded at under 35% of book value.) However, the company is in the process of unwinding this structure.

Aerocentury is in the process of buying Jetfleet and fully internalizing its management. The company will pay Jetfleet’s owners $3.5 million in cash and 129,286 shares of Aerocentury stock. This is a good deal for Aerocentury. At $16.80, the purchase price for Jetfleet works out to $5.7 million, which is 3.4x Jetfleet’s estimated 2017 operating income. The company estimates Jetfleet’s 2019 operating income will be $2.0 million. Assuming a 30% tax rate for Aerocentury, this would add 91 cents per share to Aerocentury’s annual net income. The resulting increase in profitability might convince investors to value Aerocentury shares closer to book value.

The successful completion of the acquisition is not in question with Jetfleet’s controlling shareholder in favor. The transaction has taken a little longer than expected. Aerocentury had not expected to bring the issue to a shareholder vote, but was ultimately required to do so by law. That accomplished, the acquisition should be completed this year. Integration risk is minimal, given the existing close relationship.

Internalizing management will unquestionably benefit Aerocentury’s profits and clean up the company’s principal-agency conflicts. However, investors should still view the company with a skeptical eye given its history of poor results (even after adjusting for Jetfleet’s fees) and its operating model. As I mentioned before, Aerocentury’s lessees are regional airlines worldwide. Many of these are not “investment-grade” carriers and there is a risk of non-performance. The airline industry is cyclical and these carriers are at the end of the whip, feeling the effects of fuel costs, local recessions, and other headwinds most acutely. Aerocentury is also feeling the effects of rising interest rates, paying much more than before to finance its fleet. The company lends long and borrows short, so spreads will be compressed until leases reprice at the end of their terms.

Aerocentury is ultimately not for me, but more enterprising readers may find the company’s shares too cheap to resist.

Alluvial Capital Management, LLC does not hold shares of Aerocentury Corp. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

Alluvial Capital Management, LLC manages a value investing partnership, Alluvial Fund, LP. If you are a qualified investor and would like more information, please contact us at info@alluvialcapital.com or visit alluvial.capital.

 

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Doric Nimrod Air One – DNA:LN

Remember OTCAdventures? I’m still here, just very busy with Alluvial Fund, LP and all the fun of a young family. I found an intriguing investment idea, but be warned: I don’t know how to buy this. Futhermore, I cannot provide any advice on the tax implications of owning this investment or related securities. But here it is: Doric Nimrod Air One. “DNA One” is a Guernsey-domiciled closed-end fund that trades on the London Stock Exchange.

This fancifully-named fund could hardly be simpler. It was formed in 2010 for one purpose:  to acquire a single aircraft, lease the aircraft to an airline for an extended period of time, then to sell the aircraft at the conclusion of the lease and liquidate. Payments received over the course of the lease would be used to amortize acquisition-related debt and to pay an investors a steady quarterly distribution. DNA One acquired an Airbus A380-681.

The A-380 is the world’s largest passenger aircraft, able to handle extremely long flights. Over 200 of these aircraft have been produced and delivered, with many more in production. The UAE’s “Emirates” is the largest operator of these aircraft, with over 100 in its fleet. True to form, DNA One leased its A380 to Emirates for a period of 12 years.

The original debt associated with the purchase of the A380 was $122 million. In the seven years since the acquisition, DNA One has reduced the balance of that debt to $43 million. Meanwhile, the fund has paid a quarterly distribution to investors of 2.25 pence. The lease with Emirates is scheduled to terminate in December 2022, after which DNA One will sell its aircraft. Emirates has the right to purchase the aircraft at fair market value. If Emirates declines to purchase the aircraft, the fund will put the A380 up for sale in the general market. The global market for modern wide-body passenger aircraft is liquid, so I don’t anticipate any issues in achieving a quick sale.

So the question becomes “How much can investors expect to receive as a liquidating payment?” Fortunately, the fund helps us out with that. The fund orders an annual appraisal of its aircraft from multiple appraisers and provides this information to investors. As of March 31, the average estimated value of the A380 at lease expiration was $101 million.

Using the $101 million figure and June 30 exchange rates, the fund projects a capital return of 178 pence per share when the aircraft is sold at the end of its lease. Between now and then, investors will continue to receive 2.25 pence each quarter. Shares of DNA One recently closed at 100.50 pence, indicating potentially excellent return potential. If the quarterly income and capital return estimates hold true, investors purchasing shares today stand to earn an IRR of a little more than 21% between now and the end of 2022. The fund spells things out in its quarterly report.

Now for a look at what could go wrong. The biggest risk Doric Nimrod Air One faces is the possibility that its aircraft could actually be worth substantially less in 2022. Aircraft values are affected by supply and demand, which in turn is driven by the activity of airlines and the pace of production and technological advances by aircraft producers. A look at the trend in recent appraisals does show a downward trend. In 2017, appraisers valued the A380 at $104 million. In 2016 the figure was $107 million. A 10% decline in aircraft value from the current $101 million estimate wold reduce liquidation value for shareholders by 18 pence. Still, it would require a very large decline in the value of DNA One’s A380 to create a truly adverse scenario for investors. By my calculations, the value of the aircraft at lease expiration would have to plunge 40% to $60 million for investors’ IRR to fall to 10%.

Then there is counter-party risk. Let’s not forget that DNA One has only a single asset, and a single lessee. If Emirates encountered financial difficulty, the stream of lease payments could be interrupted and suddenly DNA One would find itself with no revenue and bills to pay. However, Emirates has long enjoyed strong profitability and the firm support of the UAE’s ruling family, so I consider the airline a high quality counter-party. There is also the fact an early lease termination could even be a good thing for DNA One’s shareholders. Even after paying off the remaining acquisition debt, the fund’s net asset value would be substantially in excess of its trading price and shareholders could receive a large payment several years earlier than planned.

So why does DNA One appear so cheap? My guess is the usual suspects: size and illiquidity. The fund’s market capitalization is only £42.7 million and less than £20,000 worth of shares change hands daily. I also suspect that only a small sub-set of investors is willing or able to invest in a Guernsey-domiciled closed-end fund.

Could be an opportunity.

I should also note there are two other related funds: Doric Nimrod Air Two and Doric Nimrod Air Three. Each is substantially larger than DNA One, more diversified, and has a longer time remaining in its aircraft leases. DNA Two appears to offer an IRR of 16% at current exchange rates and appraisals, while DNA Three offers 14%. Each fund owns the same type of aircraft and leases mainly to Emirates, so the huge divergence in prospective returns is a little strange to me even with Doric Nimrod Air One’s tiny size and asset base.

I would really like to hear your thoughts!

Note: I have already received some good comments highlighting the difficulty that the A380 may face down the line given its limited acceptance from major carriers. Residual value is a more serious concern than I had indicated in this blog post. That’s what’s fun about investing: the learning.

Alluvial Capital Management, LLC does not hold shares of Doric Nimrod Air One, Two, or Three. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

Alluvial Capital Management, LLC manages a value investing partnership, Alluvial Fund, LP. If you are a qualified investor and would like more information, please contact us at info@alluvialcapital.com or visit alluvial.capital.

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NASB Financial – NASB:OTC

I am in the midst of my annualish trek through all the community banks that trade over the counter. These range from the truly tiny, with balance sheets under $100 million, to gargantuan institutions that could easily be included in major market indexes were they to list on the NYSE or NASDAQ. As always, I am finding  really interesting opportunities. Banks rapidly attracting deposits and growing their earnings assets, yet trading at or below book value. Banks building valuable mortgage origination or SBA lending franchises, but not getting any credit for these valuable and low-risk income streams. Venerable institutions with long track records of success that nonetheless languish in obscurity.

NASB Financial is one of these venerable institutions. NASB Financial, headquartered in Kansas City, Missouri, owns North American Savings Bank. North American Savings Bank has served its community for 90 years, growing spectacularly along the way. Today, the bank is a major mortgage originator and has developed an innovative lending product for those who wish to invest in real estate via an IRA.

Since 1990, NASB’s balance sheet has grown from $388 million to over $2 billion. Shareholders’ equity has grown from $17 million to $227 million, a 10% annualized growth rate. This 10% growth rate is extremely impressive considering the bank has paid out roughly half its annual earnings in dividends along the way.

Today, NASB Financial trades at a trailing P/E ratio of 9.1 and a price to book ratio of 1.2. The bank’s equity is 10.9%, and the net interest margin is roughly 3.9%. Given this bank’s long history of excellent profitability and growth, this valuation looks extremely low. It certainly is well below peer valuations. Just as a check, I pulled a list of American exchange-listed banks with balance sheets ranging from $1-3 billion. The median price to book ratio was 1.61, and the median trailing P/E ratio was 19. On either basis, NASB Financial trades at a large discount to its peers.

So why does NASB Financial trade so cheaply? Since you’re reading this blog, you can probably already guess that the company’s shares are pretty illiquid. They are, even for an OTC stock. Another reason is that NASB relies more heavily on funding from the Fed than most of its peers. At June 30, Federal Home Loan Bank advances made up 26% of the bank’s total liabilities. This amount will likely trend down as Fed funding becomes more expensive. Finally, NASB is a closely-held corporation. Like many other OTC-traded banks, NASB Financial is a family affair. David Hancock about one third of the company’s shares, and his wife serves as a director. Some investors steer clear of situations where a company is substantially controlled by one individual, but I don’t mind owning these companies when that holder has done an excellent job making money for shareholders. I believe this is one of those cases.

I don’t own NASB Financial, but I present it here as an example of the kind of opportunity that abounds among OTC banks. I highly encourage anyone with the time and the inclination to go hunting in this very fruitful niche.

Alluvial Capital Management, LLC does not hold shares of NASB Financial. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

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A look at D’ieteren – DIE:Euronext


Very long time, no post! Funny how time flies when you’re building a business, helping run a household and chasing a toddler around. But I’ve had some investing thoughts tumbling around my brain for some time, and I’m glad I still have this blog to record them. Today’s topic is on one of my specialties: a deeply-discounted, well-run, family-controlled European conglomerate. Next week, or perhaps the week after (no promises!) I will profile one of Alluvial’s newest and largest holdings.

Long-time readers may remember how much I liked Moleskine SpA, the Italian luxury notebook manufacturer. The company boasted huge margins and was experiencing rapid growth with a long runway ahead of it. I owned the stock and hoped to own it for many years, but my plans were interrupted by a Belgian company, D’ieteren SA. Moleskine’s large private equity shareholders sold their holdings to D’ieteren, which then acquired the rest of the company. I made a very good return on Moleskine, but I believe I could have made much more had I been able to remain an owner. A few weeks ago I was wondering how Moleskine’s business had performed post-acquisition. So I pulled up D’ieteren’s financial statements to have a peek. Turns out, D’ieteren itself is worth a look!

D’ieteren’s roots reach back to 1805, when the company manufactured horse-drawn coaches. With the advent of the automobile, the enterprise transitioned to automobile manufacturing, then automobile rental and sales. In 1999, D’ieteren purchased Belron and entered the automotive glass replacement and repair market. Today, D’ieteren Auto is a major distributor of Volkswagen group vehicles in Belgium, with over 20% market share. Belron operates worldwide under a variety of brand names. North American readers will likely be familiar with Safelite, as in “Safelite repair, Safelite replace!” With the additional of Moleskine, the company now operates in the consumer goods market.

Let’s take a closer look at D’ieteren’s three major segments.

D’ieteren Auto manages 125 Belgian auto dealerships and owns an additional 21 locations. The company is responsible for putting 1.2 million vehicles on the road. D’ieteren Auto’s activities also include auto financing and rentals. D’ieteren Auto is consistently profitable, but is not a growing business. As a highly developed nation with a low rate of population growth, Belgium’s auto market is saturated. Unit volume for D’ieteren Auto has not grown in a decade. In 2016, the segment earned €86.7 million. Results weakened slightly through the first half of 2017.

Valuing D’ieteren Auto is an interesting exercise. On one hand, the company enjoys high market share and a strong incumbent position through its relationship with Volkswagen and extensive dealership network. On the other hand, the number of vehicles on Belgian roads is not likely to grow. If anything, it will likely begin to shrink as self-driving cars and ridesharing services develop. Personally, I am quite bearish on the idea of personal auto ownership in the medium to long term. Were I an acquirer, I would not pay more than 9-10x trailing earnings for the segment. That works out to €720-800 million for D’ieteren Auto. That’s a nice conservative figure because the segment also bears some of D’ieteren’s corporate costs which could be removed by an acquirer.

Belron is D’ieteren’s largest segment in terms of revenues and profits. Belron has a global presence with operations on five continents. Belron offers automotive glass repair and replacement under various brand names. Belron’s revenues grew at a healthy 5.7% annual rate from 2007 to 2016. Unfortunately, profits did not grow at the same rate as margins compressed.

Putting a valuation on Belron is easy for one important reason: D’ieteren has just closed on the sale of a 40% stake in Belron to Clayton, Dubilier & Rice, a European private equity firm with an impressive pedigree. The deal was done at at equity valuation of €1,550 million, netting D’ieteren €620 million from the sale. Prior to the sale, Belron also distributed a dividend of €453 million. Prior to the sale, D’ieteren held 94.85% of Belron, so they received €430 million from the dividend. Using the €1,550 million equity valuation for Belron, the 54.85% ownership that D’ieteren has retained is worth €850 million. It’s important to do a reality check on that €1,550 million valuation, but it does appear reasonable. The transaction with Clayton, Dubilier & Rice was done at an enterprise value of €3 billion, which is about 15x trailing EBIT. Perhaps a higher ratio than I like to pay, but fairly normal for a global business with decent growth potential that can fund itself at attractive rates.

Last, there is Moleskine. Recent reports from D’ieteren show Moleskine continuing to grow at a healthy pace, though profits have declined. This is consistent with D’ieteren’s stated policy of making large investments in logistics and IT, positioning the brand for long-term growth. D’ieteren took Moleskine private at a valuation of €500 million. I think it’s fair to use that valuation even though the company’s revenues have grown. Personally, I believe Moleskine can be much more valuation over the next decade with proper management. Against this €500 million valuation, Moleskine has net debt of €300 million for a net value of €200 million.

Using the €720 million value for D’ieteren Auto results in equity value for the three segments (54.85% for Belron) of €1,770 million. To that we can add the €430 million D’ieteren received as a dividend from Belron, and the €620 million that D’ieteren received for the sale of 40% of Belron. Finally, D’ieteren group has loaned €330 million to its operating businesses, €150 million to Moleskine and the balance to Belron. Adding this loan asset creates total value for D’ieteren of €3,150 million. D’ieteren’s market capitalization is €2,190 million, a discount of more than 30%.

Following the sale of a partial stake in Belron, D’ieteren will likely owe some taxes on the gain. But the fact remains that D’ieteren trades at a distinct discount to the value of its assets. Why? I think the usual suspects are in play. D’ieteren’s float is small and the D’ieteren family is firmly in control. Only €876 million worth of shares are publicly-traded. The company defies easy categorization. Auto services and pricy Italian notebooks together? Strange. The company is also undergoing a generational transition. After 40 years as chairman, Roland D’ieteren has stepped aside in favor of his son, Nicolas. Finally, there is the issue of reinvestment. Following the sale of a sizable stake in Belron, the company is sitting on €1 billion or more of cash. What will the company buy next? It has indicated it wishes to expand its activities to new areas, but that invites the possibility of “diworsification.”

Still, I believe D’ieteren could be very attractive to the patient investor who is willing to trust the D’ieteren family to continue doing what they have done thus far: build the company in a judicious fashion, always taking the long-term view.

Alluvial Capital Management, LLC does not hold shares of D’ieteren SA/NV. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

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Compagnie Lebon SA – LBON:France

I enjoy delving into the many family-controlled investment vehicles that European markets have to offer. Many trace their roots back to the Industrial Revolution when new technologies created fortunes and wealth unrelated to nobility, or back to storied banking houses.

There are fewer and fewer of these vehicles, and that makes complete sense. If you were part of a generationally wealthy European family, would you want to invite the public to scrutinize your financial dealings? I am essentially the opposite, coming from a line of farmers and coal miners, but I still would prefer my family’s finances remain unobserved. So the steady trend has been for these family-controlled firms to buy out minority holders and go private.

One family company has has bucked this trend is Compagnie Lebon SA. The company was founded in 1847 to provide gas lighting and eventually came to control gas distribution monopolies in France, Spain, and Northern Africa. Following the wave of nationalizations after World War II, the company expanded into industry, banking, financial services, and hospitality. The company even had a role in creating the first modern mutual funds with Merrill Lynch. Today, the company operates a portfolio of of hospitality and real estate assets, plus a private equity arm.

Since its founding, the company has been controlled by the well-established Paluel-Marmont family. In 2015, an article in a French publication ranked the family #479 on its list of the 500 largest French fortunes. The family controls 61% of Compagnie Lebon’s shares, though it has turned over management responsibilities to professionals from outside the family. The family patriarch, Jean-Marie Paluel-Marmont, serves as a non-voting director. As is often seen with such old fortunes, the current generation of Paluel-Marmont heirs has expanded into fashion, banking, even entrepreneurialism in the baked goods market.

Compagnie Lebon’s hospitality assets are Esprit de France and Sources d’Equilibre.

  • Esprit de France consists of 9 Paris hotels, 8 being four-star properties and 1 a three-star, plus 1 five-star property in Aix-en-Provence. Esprit de France also seeks to manage hotels for third parties and has a club of affiliated houses and properties sharing similar values across France.

  • Sources d’Equilibre is a 60% holding of Compagnie Lebon. It owns and operates three health spas and two hotels at the site of historical thermal springs.

Compagnie Lebon’s real estate division is known as Paluel-Marmont Valorisation. It invests opportunistically in public and private real estate companies and assets among many different real estate types. The total portfolio is worth 85 million euros.

Finally, the company has an active private equity arm. Paluel-Marmont Capital consists of two funds, SCR PMC 1 and FPCI PMC II. The first consists of pre-2012 investments and is in run-off. The second is currently making new investments, and has accepted capital from investors other than the company. Paluel-Marmont Finance invests both in venture capital and large buyouts. Last, the company has a 5% ownership position in another holding company, Salvepar.

What’s it all worth? Well, here at OTCAdventures, we’re in the business of providing readers with interesting ideas for further research, not making recommendations or providing price targets. So I’ll let you draw your own conclusions. It’s more fun that way anyhow, right? However, the company very helpfully publishes its own calculation of value. For 2016, it was 240.3 per share. Earnings for the year were 17.5 per share, so the company’s estimate of value works out to 13.7x earnings. That’s pretty reasonable. Shares last changed hands at Eur 181.3 for a trailing P/E of 10.4 and a discount to estimated NAV of 25%. So if you do accept the company’s figure as reasonable and would be willing to pay more than 10x earnings for Compagnie Lebon, the current price looks pretty cheap. 2016 summary figures are here.

Who knows how long Compagnie Lebon will remain public? Maybe the Paluel-Marmonts will finally tire of the nosy hoi polloi peeking at their holdings. But perhaps not. It does seem that family-controlled companies that have ceded their management to professionals are both more willing to remain public and less likely to suffer from poor corporate governance. So maybe Compagnie Lebon will be publicly-owned for much, much longer. Either way, it’s fun to watch these terrifically old companies morph into 21st-century firms.

Alluvial Capital Management, LLC does not hold shares of Compagnie Lebon SA. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

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Thoughts on Advanced Emissions Solutions – ADES

Advanced Emissions Solutions, Inc. trades at a price that does not reflect the optionality of its pollution control assets. These assets include various “refined coal” power plants, emissions-reducing chemicals, and intellectual property. While only the refined coal facilities currently produce meaningful cash flow, the company’s other assets could have significant value.

“Refined Coal” – Tinuum Group, LLC

Let me first say that “refined coal” or “clean coal” are nothing more than marketing terms. Burning coal to generate power is a filthy process and no current technology can remedy that. But there are ways to reduce the impact of coal pollution and limit the release of mercury and nitrogen oxide into the atmosphere. “Refined Coal” plants have been fitted with equipment that treats coal and the resulting combustion gasses, resulting in less pollution and environmental impact. The US government wishes to encourage these technologies and has provided special tax incentives to operators who employ them.

Advanced Emissions Solutions, through its investment in Tinuum Group, LLC, owns many coal-fired power plants equipped with these technologies. About half of these have been leased to various operators, including utilities and non-utility financial investors interested in generating tax benefits. Simply from the plants now in service, Tinuum will earn hundreds of millions in lease revenues between now and the end of 2021. After that, the tax provision that created the incentives for using refined coal technology sunsets and presumably, Tinuum will receive no further cash flows.

Tinuum signed another plant lease at the end of March, bringing the number of plants in service to 14. Another 7 refined coal facilities are equipped and ready for an investor, and Tinuum can install its technology at another 7 if demand materializes. Acquiring new operators for the remaining plants has been a challenging process for Tinuum, given some uncertainty over IRS treatment of various types of investors in refined coal and general uncertainty over the future of coal-generated power. But the company feels the worst of the uncertainty is behind, and is optimistic about placing idle plants into service.

Advanced Emissions Solutions owns 42.5% of Tinuum, and expects its share of distributions to total $275-300 million between now and the end of 2021. Depending on Tinuum’s success in leasing out additional plants, the total distributions to Advanced Emissions Solutions could be much higher. By the company’s estimation, each additional plant leased to an operator could add $5-7 million in annual distributions.

Emissions-Reducing Chemicals

Advanced Emissions Solutions once did a large business selling emissions control equipment. But this turned out to be an unattractive business model and the company has exited, choosing instead to focus on its proprietary chemicals. In 2015 and 2016, coal-fired power plants by and large installed mercury-scrubbing equipment to meet environmental mandates. These systems now require chemical consumables that keep them running effectively and make them last longer by reducing corrosion. Advanced Emissions Solutions estimates the total annual market for these consumables is $400-600 million, and the market for the specific product types that Advanced Emissions Solutions offers is around $100 million. Thus far, the company has managed to capture only a small portion of this market. But the company believes its offerings are competitive, and the industry seems to be agreeing. Chemicals revenue grew over 400% quarter-over-quarter to $2.3 million. If the company’s products continue to take market share, the chemicals business could be a very valuable one for Advanced Emissions Solutions.

Intellectual Property

Advanced Emissions Solutions holds 36 US patents, plus additional international and/or pending patents. Some of these patents are related to technology used at the Tinuum facilities, for which the company receives royalties. Others relate to the chemical business. The company is seeking ways to monetize these and other patents, whether through licensing or outright sales. It is very difficult to quantify any potential outcome and I will not venture a guess as to if, when, or how much gain the company could ultimately achieve. Nonetheless,  the company’s intellectual property is both a competitive advantage and a potential source of cash.

Company Background and Strategy

One reason the market has been slow to recognize the value of Advanced Emissions Solutions is the company’s tumultuous past. Under the previous management team, the company suffered from very poor capital allocation: a high research & development spend with little to show for it and under-utilization of Tinuum’s assets. Operating costs ballooned, and the company even got into trouble with its financial filings, becoming delinquent and being delisted. New management came in in 2015 and quickly set about reducing costs, restating the financials and focusing on efficiency. The result is greatly reduced costs and a new focus on getting the most out of the company’s best assets. The company also settled some lingering litigation and returned to the NASDAQ.

Advanced Emissions Solutions’ operating costs have been slashed in half, from over $40 million in 2015 to a $20 million annual run rate for the most recent quarter. In previous presentations, management guided for ultimate annual corporate costs of $12-14 million. That seems optimistic to me, but I think $15-16 million is very much achievable.

Capital allocation policy has been revamped. The company just completed a tender offer for 6.2% of its shares, paying $9.40 for a total of $12.9 million. Advanced Emissions Solutions also initiated a dividend and now pays a generous 25 cents per quarter. This dividend is very well supported by Tinuum’s regular distributions. Going forward, the company will focus on returning capital to shareholders, investing in the growing chemical segment, and potentially on acquisition opportunities if they can find compelling deals.

Just recently, the company implemented a tax asset protection plan. Advanced Emissions Solutions has over $100 million in net operating loss carryforwards, which will shield the company from taxation for some time.

Valuation

Evaluating Advanced Emissions Solutions’ worth in full is a challenging process. However, I believe the value of Tinuum in its current state alone, less corporate costs, equals the company’s enterprise value. Any potential value from additional facility leases by Tinuum, growth in the chemical business, or monetization of the company’s intellectual property would only increase value.

My very conservative short-hand valuation incorporates $275 million in distributions received from Tinuum between now and 2021, less $16 million in annual corporate costs over the same period. Discounted at 10%, the present value of the Tinuum distributions less corporate costs equals $158 million. To this figure I would add the $10 million in cash the company holds following their tender offer and dividend payment. Finally, I would credit the company for its NOLs at 10 cents on the dollar. (Normally, I am very skeptical of the value of NOLs. However, given that Advanced Emissions Solutions is already producing substantial profits, I think it is very likely the NOLs are fully utilized.) That adds another $10 million, for a very rough valuation of $178 million.

As I write, the company’s enterprise value is $181 million. So all of the company’s positive optionality is valued by the market at $3 million. Again, the company possess multiple levers for achieving a much higher value, the easiest of which seems to be the potential for additional facility leases by Tinuum. It should be clear that I believe Advanced Emissions Solutions is worth substantially more. However, I think that highlighting the company’s very limited downside is most appropriate in this scenario where the timing and amount of additional value from unproven assets is uncertain.

Alluvial Capital Management, LLC holds shares of Advanced Emissions Solutions for clients. Alluvial Capital Management, LLC may hold any securities mentioned on this blog and may buy or sell these securities at any time. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

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Ocean Yield ASA – OCY:Oslo / OYIEF:OTC

Just a quick post today to talk about what I think is a very interesting company – Ocean Yield ASA. The company was created in 2012 from assets owned by the Norwegian industrial giant Aker ASA, which remains the majority shareholder. Ocean Yield’s business model is very simple: it purchases ships, then leases them to high-quality global shipping companies under long-term charters. In order to deploy more earning assets and produce a more attractive return on equity, Ocean Yield employs meaningful leverage. Ocean Yield pays out the majority of its earnings in dividends (hence the business name) and strives to increase the dividend as its fleet grows.

This is the business model employed by nearly all leasing companies, as well as banks. Borrow short, lend long, and earn the spread. There are risks to this business model, but first let’s take a look at the types of ships that Ocean Yield currently owns. The company’s fleet is modern and fuel-efficient, crucial to ensure the vessels will have strong residual values once their leases are concluded.

Chemical tankers make up roughly one third of the fleet. Chemical tankers are specialized ships that tend to see more stability in dayrates, making them an attractive sector for Ocean Yield. Since its founding, Ocean Yield has growth its fleet at a steady pace. The company intends to grow its fleet by $350 million annually. Fleet expansion is funded operating cash flow as well as debt issuance.

Just like a bank making loans, Ocean Yield seeks to lease its ships to highly creditworthy shippers. Below is the breakdown of Ocean Yield’s counterparties. The list is rather concentrated, but these shippers do represent some of the largest and best-capitalized around. Ocean Yield’s average charter term is quite long at 11.4 years at quarter’s end. Some of the leases include purchase options or other customizations that make the lease more attractive for the ship’s operator.

The credit performance of Ocean Yield’s lessees has been generally good. But being that shipping is a highly cyclical industry and shippers tend to carry high leverage, Ocean Yield has had to restructure leases on more than one occasion. Restructuring tends to involve accepting lower lease payments, and may result in receiving one-time cash payments or securities from the distressed shipper. Thus far, Ocean Yield has managed these disruptions without serious losses.

Counter-party risk is one major risk that Ocean Yield faces. Another is residual value risk. The annual earnings of each of Ocean Yield’s ships is essentially its lease revenue less depreciation. But what happens if at the end of the lease, the ship turns out to be worth far less than its book value? That means that economic deprecation was higher than accounting depreciation, and accounting earnings exceeded economic earnings. That’s a bad scenario. Ocean Yield must be careful to invest in ships that will maintain their value at least as well as their accounting depreciation schedule would success, in order to be sure that reported profits are not illusory. Ocean Yield must also take care to invest in ships that are not in danger of obsolescence due to changes in technology or regulations. A large write-down in a ship’s value could wipe out a huge amount of reported profit.

The third major risk to Ocean Yield’s business model is financing risk. Ocean Yield carries about $1.36 billion in net debt versus $2.32 billion in tangible assets. The company’s equity ratio is 35.2%. Liquidity is good, as the company has $264 million of available liquidity. Still, the company would be negatively affected by rising interest rates or a disruption in credit markets.

Ocean Yield has a solid history of increasing revenues and profits since its inception. The fourth quarter of 2016 was a notable exception with a writedown on a vessel extinguishing nearly all profits. EBITDA declined from Q4 2016 to Q1 2017 because for one of the company’s ships, Lewek Connector, the associated lease went into default and the vessel was re-leased at a lower rate while restructuring talks take place.

Nonetheless, profits excluding one-time items have continued to rise. The company has increased its dividend apace, and now pays $0.74 annually. Quarterly dividends have grown at an annualized pace of 14% since the first quarter of 2014.

On an annualized basis, Ocean Yield is currently producing earnings of 89 cents per share. Shares are quoted in Norwegian Krone, but the company operates in US dollars. The current share price of NOK 65 is equivalent to USD 7.70, for a P/E ratio of 8.7 and a dividend yield of 9.6%. Both Ocean Yield’s earnings and dividend could rise as the year progresses once the company’s newbuild containerships and gas carrier begin contributing. In addition to the already announced fleet additions, the company maintains its $350 million fleet growth target.

So, what’s it worth? I never like to pay too much for leasing companies. They don’t typically enjoy significant operating leverage as they grow, and like other leveraged business models, there is always the risk of a blowup if they get too aggressive on the lending/leasing side or if credit markets lock up. Ocean Yield does have the benefit of a deep-pocketed backer in Aker ASA, but the risk is never entirely mitigated. A lot depends on the company’s efforts to grow its fleet responsibly and avoid over-paying for ships. Still, I do think the company’s good track record deserves a valuation higher than 8.7x trailing annualized earnings. I would be happy to buy shares up to 10x trailing earnings, which works out to 1.6x book value. Some might ask why a business made up of nothing but ships which anyone can buy should be worth more than book value, but I would counter that expertise in leasing and navigating the complex world of global shipping is worth quite a premium. Ocean Yield and other lessors seem to be providing a valuable service where traditional banks have withdrawn. At least for now, Ocean Yield is capable of earning a high return on equity, and that merits a premium to book value.

Alluvial Capital Management, LLC does not hold shares of Ocean Yield ASA. Alluvial may buy or sell shares of Ocean Yield ASA at any time. 

Alluvial Capital Management, LLC may buy or sell securities mentioned on this blog for client accounts or for the accounts of principals. For a full accounting of Alluvial’s and Alluvial personnel’s holdings in any securities mentioned, contact Alluvial Capital Management, LLC at info@alluvialcapital.com.

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