Thanks for a Great Year!

Today’s post is a simple one, with just one purpose, to say thanks! to all the readers who have helped make 2014 a great year for OTC Adventures and for Alluvial Capital Management, LLC.

Just as in years past, your responses to my writings (praise and criticism alike) have provided invaluable insights and have helped make me a better investor. I am convinced that my readers are among the most experienced and astute value investors out there, and I am grateful for you sharing your wisdom with me. Side note: if you reached out to me this year and I failed to respond, I apologize! I get a lot of e-mail and despite my best efforts, occasionally I fail to respond in a timely manner. Please don’t hesitate to reach out again.

2015 promises to be an exciting year for me, both personally and in my blog and business efforts. In the next three months alone, I’ll be marrying my lovely fiancée and purchasing a home here in Pittsburgh (where your dollar still goes very, very far!). Your well wishes are appreciated for the many changes and challenges sure to follow. The OTC Adventures blog will continue with posts coming at a similar pace as I navigate the demands of my RIA business and personal life. As for Alluvial Capital Management, I am hopeful that 2015 will bring a unique set of value investing opportunities and another year of good performance for my clients.

I wish you all the best in your own endeavors in 2015, in investing, in your careers and in your relationships with friends and family. While professional and financial successes are worthy pursuits, let’s not forget to invest our time in those we love.

I’ll be back in 2015 with many more value investing ideas, focused as always on the small, the illiquid and the ill-understood. Until then, Happy New Year!

– Dave Waters, CFA

 

BFC Financial/BBX Capital Part Two – Value in Complexity

Time for part two of my discussion of BFC Financial and BBX Capital, two related and complex companies. These companies possess significant value in the form of cash, loans, and real estate, shared ownership of a very valuable timeshare company, Bluegreen, and over one billion in NOLs. Due to the complicated ownership structure and a litigation overhang, the market has priced these companies at a massive discount to a conservative reckoning of their assets and earnings power.

Valuation

In part one, I estimated BBX Capital’s valuation at $631.6 million, or $39.46 per share. Valuing BFC Financial is actually a little easier. BFC’s value consists of some corporate cash, its 51% stake in BBX Capital, its 54% stake in Woodbridge/Bluegreen, and its NOLs. Since I already examined the value of BBX and Woodbridge/Bluegreen in the previous post, all that remains is to analyze BFC’s corporate cash and NOLs.

Due to consolidation, BFC’s balance sheet looks much more complex than BBX Capital’s.

BFC balance sheet

 

In truth, it’s not so bad. Most of the confusing entries belong to Woodbridge/Bluegreen or BBX Capital. Once those are removed, the picture becomes much clearer. For example, BFC’s balance sheet lists cash of $246.5 million. But of that, $160.2 million belongs to Woodbridge/Bluegreen, and $56.6 million belongs to BBX Capital/FAR, LLC. That leaves $29.7 million in cash at the BFC Financial level. (This excludes restricted cash, which I am ignoring for the purpose of this analysis.) Much of the remaining assets can also be ignored. All the various loans and real estate assets belong to BBX, and the notes receivable are associated with the Bluegreen timeshare business. Much of the property and equipment is as well, and the remainder is not material to BFC’s valuation. (Some of the property & equipment is attributable to some minor businesses the complex owns, which I am also ignoring for the scope of this analysis.)

The liabilities are much the same. The BB&T interest belongs to BBX’s FAR, LLC and the notes payable are Bluegreen’s, as are the junior subordinated debentures. (As discussed in the last post, $85 million worth of the debentures are Woodbridge obligations.) That leaves only the deferred taxes, share redemption liability, preferred stock and the ever-mysterious “other liabilities.” With the exception of the share redemption liability and the preferred stock, it’s somewhat unclear exactly what amount of “other liabilities” and deferred income taxes are obligations of BFC versus Woodbridge/Bluegreen or BBX. I don’t believe that BFC’s other liabilities require any ongoing cash flow to service or amortize, making them largely irrelevant to this valuation.

BFC possesses over $300 million NOL state and federal NOLs. However, around $80 million are limited by the company’s 2013 merger with Woodbridge. Estimating value of the NOLs is tough because BFC doesn’t reveal how much are state and how much are federal. For that reason, I’m ignoring their value entirely, even though they are certainly worth something. For the NOLs, I am including only 54% of those of Woodbridge and Bluegreen, which I value at $12 million using very conservative estimates.

All that’s left is to add up the values of BFC’s assets and liabilities.

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I estimate the value of BFC shares at $9.62. Just like with my BBX estimate, this value is intended to be conservative and could be markedly higher if Bluegreen is worth more than 8x pre-tax income, or the companies utilize their net operating losses well.

So why, if these companies really possess so much value, are they trading at 35%-40% of my estimates? It all comes back to one thing….

Litigation

The CEO of both BFC Financial and BBX Capital is Alan B. Levan. Mr. Levan is a colorful character, to put it lightly. As chief of BFC Financial and BBX, he’s pulled off a number of successful deals and transactions, but he’s also managed to anger many minority shareholders in businesses he has purchased. On more than one occasion, these shareholders have brought lawsuits.

In 2012, the SEC brought charges against Levan his actions during the financial crisis. The SEC alleged Levan and BankAtlantic had failed to write down loans in distress and had made misleading statements about the company’s financial standing to investors. As is typical for cases like this, the SEC and company attorneys battled in court for months and filings flew, but the case gradually crept forward.

In the meantime, Levan revealed plans to merge BBX and BFC Financial together, with BBX Capital shareholders receiving 5.39 shares of BFC for each share of BBX. Following the transaction, BFC would uplist to a major exchange. The benefits to shareholders would be  significant. No longer would investors have to look at two different companies to see the value of Bluegreen, and no longer would each company’s balance sheet show many confusing items and minority interests. With better visibility, clearer financials and an increased market cap, it’s not hard to imagine a new set of investors coming on board and pushing the share price upward.

With the planned merger in progress, the SEC’s case moved to trial. A summary of the SEC’s case and the counts against BBX and Levan can be found here. The trial took six weeks, but just last week the jury made its decision: guilty.

The monetary penalties won’t amount to much. The maximum civil penalty to BBX Capital for each charge is only $500,000. And there’s even a chance the decision will eventually be vacated. Previously, a judge reversed a jury’s finding on private litigation brought on roughly the same issues. The company’s statement in response to the guilty verdict is here.

Though the monetary cost of the guilty verdict is small, the harm to shareholders is large, for a few reasons. First, the planned merger between BFC and BBX is off for the time being. This means markets will continue to be presented with two complex and confusing entities, and will likely continue to undervalue them. Second, Levan and the companies will undertake an expensive and drawn out appeals process, which could result in years of legal fees and continued uncertainty. Levan seems to honestly believe himself above reproach in his conduct, and will fight hard to be allowed to continue to lead his companies.

So, investors in both BBX and BFC may have to exercise some patience. Their disappointment with the verdict and the merger cancellation are obvious by the share price movements, but the values of the company’s assets are unchanged and growing. The litigation will eventually be resolved (with or without Levan remaining at the helm) and the companies will be merged or otherwise resolved into one entity. Assuming leadership avoids any disastrous decisions and the economy in general avoids a financial crisis redux, patient shareholders should eventually realize an excellent return from today’s share prices.

Alluvial Capital Management, LLC holds shares of BBX Capital Corporation and BFC Financial Corporation for client accounts.

OTCAdventures.com is an Alluvial Capital Management, LLC publication. For information on Alluvial’s managed accounts, please see alluvialcapital.com.

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.

 

BFC Financial/BBX Capital Part One – Value in Complexity

Today’s post is the second in a series I’m informally titling “stocks that caused me grief in 2014.” The first in the series was Awilco Drilling. This post concerns BFC Financial and BBX Capital, two related companies that possess valuable assets worth multiples of their current stock prices. Not that you’d know it by the market’s assessment. As I type, BFC Financial is down 5% in 2014, but more tellingly down 36% from its 52 week high. BBX Capital is a similar sad story, down 22% in 2014 and off 46% from its 52 week high. This post will serve as an introduction and analysis of BBX Capital. I’ll tackle BFC Financial next time.

The reasons for the decline are many, but at the center is litigation, a canceled merger, and the complete inability of management to communicate the company’s value to investors or to use the companies’ massive cash balances productively.

Before I begin, a brief overview of the BFC/BBX corporate structure is needed. The structure is complex, and obfuscates the underlying asset value. Basically, BFC Financial owns 51% of BBX Capital. Together, BFC and BBX own 100% of a timeshare business: Bluegreen. BFC owns 54% of Bluegreen and BBX owns 46%. (Actually, Bluegreen is 100% owned by Woodbridge Holdings, LLC and BFC/BBX own 54%/46% stakes in Woodbridge. The distinction is mainly technical, though I feel I should point it out.) Here’s how it all looks:

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It may already be clear why the market has a difficult time assessing these companies. I’ll spend plenty of time talking about the value of each, but for today I’ll spotlight BBX Capital. When dealing with parent/subsidiary structures and financial statement consolidation, it’s always easiest to start at the bottom and work one’s way up.

BBX Capital Corporation

BBX’s value comes from three sources.

1. Cash, loans, and real estate.

2. Ownership in Bluegreen

3. Net operating loss carryforwards

Once again, a little background information is required. BBX Capital was once BankAtlantic Bancorp, which owned BankAtlantic, a Florida bank. BankAtlantic got into serious trouble with bad loans, and was eventually sold to BB&T Bank. The remaining holding company then renamed itself BBX Capital. As part of the deal to sell BankAtlantic, BBX Capital and BB&T created an entity named FAR, LLC (Florida Asset Resolution Group, LLC) to hold and resolve many of the bad loans and real estate that BankAtlantic had once owned. This was the classic “bad bank” structure. As part of the deal, BB&T owned a 95% preferred claim to FAR’s assets with a face amount of $285 million. In simple terms, as FAR sold off foreclosed real estate and resolved bad loans, BB&T was entitled to 95% of the distributions until it had received $285 million. It was also entitled to interest on the unredeemed preferred interest. Once BB&T had received its $285 million with interest, BBX would receive all the remaining cash flows from asset resolutions.

FAR turned out to be immensely successful for BBX Capital. As of September 30, 2014, BB&T’s preferred claim had been reduced to just $14.17 million and FAR’s net worth was substantially positive. Now that BB&T’s preferred interest has nearly been eliminated, it’s very easy to ascertain BBX’s cash, real estate, and loan assets. The chart below shows these assets for the holding company and for FAR, as well as some other minor tangible assets that BBX Capital owns.

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Net of all liabilities, BBX Capital owns $222.1 million cash, real estate, loans, and other minor tangible assets. About one-third of the total resides within FAR and will become fully available to BBX once BB&T’s remaining $14.17 million interest is eliminated. Note that this $222.1 million value is conservative. Much of the real estate on BBX’s books is listed at historical values well below current values, which have recovered quite a bit since the financial crisis.

That brings us to Bluegreen, which represents the greatest portion of BBX Capital’s equity value. Bluegreen is in the business of timeshare sales. Timeshares don’t have the greatest reputation to say the least. The industry has earned a reputation for aggressive sales tactics and poor underwriting. But there is still a demand for timeshares, and lending standards have tightened up considerably since the crisis. Bluegreen is not the same “sub-prime” business it once was.

Assigning a value to Bluegreen is not as straightforward since Bluegreen is an operating business. If you’re wondering where Bluegreen shows up on BBX’s balance sheet, it’s as an equity investment in Woodbridge Holdings, LLC. The value is listed at $77.2 million as of September 30, 2014. That’s a ludicrous valuation, and it’s simply an artifact of GAAP accounting. Bluegreen produces nearly $100 million in pre-tax income, and throws off substantial cash. In the last twelve months, Bluegreen dividended $61.5 million to Woodbridge. BBX’s share is $28.3 million. Bluegreen also holds $159.6 million in cash, indicating quite a bit of excess capital. Even if it requires 10% of revenues in operating cash, Bluegreen has $108.6 million in excess cash. Clearly, Bluegreen is worth many times its balance sheet value to BBX.  Here’s a look at Bluegreen’s historical results, its excess cash, and a valuation range.

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At a reasonable multiple of 8x pre-tax income, Bluegreen’s value to BBX Capital is $411.3 million. There’s one additional wrinkle: Woodbridge, Bluegreen’s immediate owner, has issued $85 million in junior subordinated debentures. BBX’s 46% share of this liability, $39.1 million, brings my estimate of Bluegreen’s value contribution down to $372.2 million.

That brings me to BBX’s third source of value: its net operating losses. These are substantial. Between its own NOLs and those at Bluegreen, BBX possesses hundreds of millions in loss carryforwards, none of which expire any time soon. The graphic below summarizes these NOLs as of December 31, 2013.

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Evaluating the worth of NOLs is difficult, especially in a case like BBX Capital where there are multiple entities involved. To be conservative, I’ll simply take the cash value of the NOLS (tax rate * NOL) and discount that by two-thirds. With federal/other corporate tax rates at 35% and Florida’s corporate tax rate at 5.5%, I get a net value of $37.3 million. Again, that’s extremely conservative. It’s possible that BBX will realize a much greater portion of these NOLs and much earlier by selling off real estate or monetizing its interest in Bluegreen.

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So there we have it, the three components of BBX’s equity value. Combined, I estimate their value at $631.6 million, or $39.46 per share. This value could be quite a bit higher depending on the appreciation in BBX’s real estate portfolio, NOL usage and the ultimate valuation of Bluegreen. BBX also has some other minor assets that could contribute a small amount of equity value.

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I realize how it sounds when I casually posit a value per share more than 200% higher than the most recent trade. But if anything, I think BFC Financial is even more under-valued. More on that in my next post.

 

Alluvial Capital Management, LLC holds shares of BBX Capital Corporation and BFC Financial Corporation for client accounts.

OTCAdventures.com is an Alluvial Capital Management, LLC publication. For information on Alluvial’s managed accounts, please see alluvialcapital.com.

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.

Value Investing at the Frontiers

Slight change of pace from my usual postings today. Regular readers are well-aware of my investing focus: the smallest, least-analyzed companies, often churning out profits in unglamorous industries. Many times the stocks of these companies are difficult to buy in size, and sometimes even finding financial information is a challenge. My reasoning for targeting my efforts in this arena is pretty simple: why compete with more investors than I need to? The data on the results investing in tiny, illiquid stocks are compelling (a decent white paper can be found here), and I expect that to continue. This style of investing is not a panacea. There are issues with scalability, and the returns are anything but stable. But I believe most serious investors are well-served by dedicating a portion of the capital to micro-cap and thinly-traded securities strategies.

I’ve been richly rewarded by many of the opportunities I’ve managed to locate at the bottom end of the market’s size and liquidity spectrum, both in the US and abroad. (And punished by some others, but the balance remains quite positive.) Digging through the thousands of securities available for trading in the US alone is endlessly entertaining. But like most value investors, I’m always hungry for new opportunities. Sometimes that means expanding one’s reach to new markets.

A basic tenet of my investing philosophy is that structural barriers always create inefficiency. Basically, any market that some investors cannot access without great difficulty will have an unusual number of inefficiently-priced securities. That brings me to a topic that’s been on the forefront of my mind recently: finding investments in “exotic” markets, and/or on “exotic” exchanges. It’s only in the past few years that most major world markets have become relatively accessible to US investors. ADRs have been around for quite some time, but now I can purchase stocks directly in Western Europe, Australia, Mexico, Japan, Hong Kong and several other large economies with relative ease. It’s a very positive development and it has greatly expanded the opportunity set for value investors willing to cast a wide net. But even this expanded access still leaves a very large set of the world’s equities beyond the easy reach of Western investors.

In my searching, I’ve already come across several stock markets that are difficult for American investors to access, but not impossible. Fidelity or Interactive Brokers won’t get you in, but working with a local broker can. Sure it’s a hassle, but that’s what creates the opportunity. Some of these markets are hardly recognizable as a modern stock exchange. I recently found a national stock market where that particular day’s total trading volume was…..zero shares. Zero shares, with over 20 listed companies! I talk to some investors who can’t believe I buy stuff with under $100,000 in daily liquidity, so I’d like to see those same investors react to a market like that!

And some of the markets I’ve happened across offer incredible values. I recently checked out the stock market of a small yet well-known nation with 30-some listed companies, and was astounded by the valuations on offer. Median P/E ratio: 6.1. Median price/book value: 0.58. Average yield of dividend paying companies: 6.3%. Average ROE: a respectable 9.8%. This nation is not as stable or developed as most Western economies, but neither is it some warlord-run kleptocracy that would justify these absurd figures.

I’ve only just begun my search, but I strongly suspect there are many more stock markets like this one. And so for perhaps the first time (and sorely over-due) I’m asking my readers for advice. I’m asking you to relate your own experiences of purchasing stocks in obscure locations and exchanges. I’d prefer e-mails to comments, unless you don’t mind sharing your thoughts with the general public. In return, I’ll gladly tell you all about this particular cheap market I’ve found. Specifically, I want to know a few things.

  • How did you discover your unusual market(s)?
  • What kinds of hoops did you have to jump through to gain access? How did you choose a local broker? Were there any cross-cultural/regulatory challenges you had to navigate in the process?
  • What was your investment approach? Did you buy a basket of cheap stocks, or concentrate your efforts?
  • Stories of success or failure?

I’m also open to hearing about opportunities you’ve found in unconventional exchanges/brokerages in your own country of residence. Things such as FNC Ag Stock, LLC, which facilitates trading in agricultural partnerships.

I look forward to hearing from you. Perhaps I’ll relate a few of the more interesting anecdotes I receive (with permission, of course) in a future post.

OTCAdventures.com is an Alluvial Capital Management, LLC publication. Alluvial clients may hold positions in any stocks mentioned.

What’s Up With Awilco Drilling?

Post edited after a helpful reader pointed out some calculation errors. The conclusions reached have not changed. That’s what I get for writing after midnight.

I’ve haven’t written on Awilco Drilling for a while, but the company’s never been far from my mind. How could it be, when the past five months have been one long, painful slide from over $26 to $11 per US ADR? The reason for the decline is obvious: an unforeseen and extraordinary decline in oil prices and the associated carnage in nearly all oil-related companies. In hindsight, there were obvious signs of coming weakness that I ignored. Chief among them was the large share sale by the company’s controlling shareholders. At the time I dismissed it as merely portfolio reshuffling and profit-taking. The sting of loss has a way of clarifying reality, and it now seems obvious that the Wilhelmsens knew exactly what was ahead for the sector and reduced their exposure accordingly.

The past is the past and it can’t be changed, but now the question in every suffering investor’s mind is: what does the future hold for Awilco shares?

First, let’s take a look at just how severe Awilco’s decline has been relative to its peers. The graphic below shows the change in Awilco’s enterprise value and market capitalization since its shares peaked on July 24. Figures are presented in local currency millions. Net debt is reduced for the balance sheet value of newbuild assets. Note this analysis does not attempt to incorporate changes in the market values of rig operator debt, which has undoubtedly decreased.

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Of the various offshore drilling companies on the list, Awilco’s enterprise value has declined the most since late July. On one hand, Awilco had been one of the best performers in the segment in the months leading up to the collapse. On the other, Awilco’s low leverage and robust backlog make the magnitude of the decline difficult to understand. Awilco doesn’t compete in the ultra-deep-water space, where over-supply and reduced investment will take the greatest toll. Nor should investors worry about liquidity because Awilco has no funding commitments for newbuilds and its debt isn’t due until 2019.

My theory is that Awilco’s share have been punished by an exodus of yield-chasing investors concerned with the sustainability of Awilco’s dividends. Their fears are justified, to an extent. The near-certain decrease in dayrates will crimp Awilco’s dividends once the current contracts are completed. But Awilco’s current valuation seems to anticipate a near-complete elimination of earnings/dividends once WilPhoenix’s contract with Apache is up in mid-2017.

The chart below projects Awilco’s contractually guaranteed earnings for the next eleven quarters, from now until the company’s final rig contract expires. These projections include a number of assumptions, laid out below.

1. WilHunter ceases operations in December 2015 and is not active for the duration of the projection.

2. WilPhoenix is inactive from mid-April 2016 to mid-June 2016 for yard time.

3. Yard survey expenses for each rig are $15 million.

4. Daily rig operating expenses are $92,000.

5. Quarterly interest expense begins at $2.19 per quarter and is adjusted for bi-annual $5 million principal amortization.

6. Depreciation is $4.5 million per quarter, increasing by $0.625 million once each blow-out preventer is installed.

7. The tax rate is 20%.

That’s plenty of assumptions. Here’s my projection:

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Between now and mid-2017, Awilco should earn about $205 million. Peak earnings will be Q1-Q3 2015, when both rigs are in full operation. The worst will be Q2 2016, when WilPhoenix is idled for most of the quarter. Of course, reality will differ from this projection. But the most important takeaway is just how much of Awilco’s market capitalization is represented by earnings that will arrive within three years. Over 60%! Fully 46% of Awilco’s current $333.6 million market cap will be earned between now and the end of 2015.

The market seems to be awarding only nominal value to Awilco’s potential earnings once its current contracts expire. To put this in perspective, the remaining metal fatigue lifespan of each rig (per the company) is around 15 years. Now, I don’t expect each rig to be employed for the full 15 years if dayrates experience a significant decline. But I do expect each rig to be employed in some fashion for at least a decade, and to have some residual value at the end of that term, if only for scrap.

Assume for a moment that each rig is employed for another ten years. Backing out the current contracts leaves 16.5 rig-years remaining until each rig is sold or scrapped. Subtracting the contractually guaranteed earnings of $204.8 million from Awilco’s current market cap leaves only $128.8 million, or just an undiscounted $7.8 million per year, per rig. Barring an outright collapse of the oil economy, I have difficulty seeing any sort of scenario in which Awilco’s earnings power declines 90% in the coming years. (Doesn’t mean there’s no way it could happen, only that I think it’s extremely unlikely.)

To reinforce the point, let’s take a look at a scenario in which dayrates for Awilco’s rigs decline by nearly 50% to $200,000 per day. The graphic below lays out yearly earnings and cash flows for this scenario. It assumes daily rig operating expenses decline 20% once the current contracts expire, which I think is reasonable for a scenario in which rig-workers and suppliers suddenly find their services much less in demand. This projection, like the one before it, includes a lot of highly uncertain projections, like another two-month yard stay for each rig in 2020/2021, selling off the rigs for half of book value in 2024, and the release of all net non-cash working capital in the same year. It includes $25 million special capital expenditures for each rig for upgraded blow-out preventers, which are then depreciated over a ten-year schedule.

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Using these assumptions, the present value of Awilco’s future cash flows is $356.2 million, or $11.86 per share. At the current price of $11.11 per US ADR, it seems the market is expecting a scenario worse than this: one in which dayrates decline even more, or Awilco’s rigs have shorter lifespans, or where one or both rigs is off-lease for substantial amounts of time.

Is that possible? Definitely. But it’s also possible that dayrates don’t decline by half, and in that case, Awilco is worth a lot, lot more than its current price. (At dayrates of $250,000 and daily rig operating expenses of $78,200, my estimate of present value rises to $15.87 per US ADR. The value only goes up from there if the rigs operate for longer than 10 years.)

If anything short of a complete collapse in offshore drilling dayrates is ahead of us, Awilco Drilling is likely a good buy at these levels. If a complete collapse arrives, Awilco will still reap about 61% of its market cap in its earnings over the next 11 quarters, which should provide some downside protection.

The next big test for Awilco will be if it can re-lease its WilHunter rig to Apache for 2016, or failing that, lease the rig to another operator for a reasonable time period at a dayrate remotely similar to what it earns now. If they are successful, I expect the stock to experience quite the relief rally. If not, the stock could find itself languishing at these levels for a while. Apache and Awilco must agree on terms for 2016 by late February, or Apache’s option will expire.

Given Awilco’s strong management team and clean balance sheet, I expect them to find a solution for WilHunter. Awilco’s value has been reduced by the rapidly deteriorating oil market, but I view the stock’s decline as too far, too fast. I made a mistake by not selling Awilco high. I don’t intend to compound my mistake by selling low.

Edit: In writing this piece, I wasted far too many words trying to say something simple. Suffice to say, Awilco’s current enterprise value is equal to contractual earnings from now until mid-2017, less yard expenses, plus net receivables and inventory, plus  54% of rig book value (including the new blow-out preventers.) If Awilco’s rigs are worth more than 54% of book value, it’s very likely that Awilco is under-valued. My opinion is pretty clear.

Alluvial Capital Managment, LLC holds shares of Awilco Drilling Plc for client accounts.

OTCAdventures.com is an Alluvial Capital Management, LLC publication. For information on Alluvial’s managed accounts, please see alluvialcapital.com.

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.

JPS Industries – JPST

JPS Industries produces advanced fibers for use in a wide variety of applications, like aerospace, insulation, electronics, construction, body armor and many other product types. JPS struggled for years with excess leverage and unfocused operations, but now has shed all its debt and slimmed down to a single division. The company’s largest shareholder controls the board and is focused on reducing costs and driving profitability.

JPS’ corporate history can be traced all the way back to 1813, when it was founded as J.P. Stevens & Co., a South Carolina textile producer. The company expanded into many different business lines in the 20th century before being taken over by private equity in the leveraged buyout boom of the 1980s. Bankruptcy followed in 1991, and again in 1997. Today’s incarnation of JPS Industries arose from the 1997 bankruptcy restructuring. JPS is now just a small shadow of its former size and significance, with most of its assets long since sold off to other companies.

Despite multiple trips to bankruptcy court in the 90s, it seems that JPS had not quite learned its lesson. In 2007, the company used debt to finance a $62.5 million buyout of Hexcel’s fiberglass and industrial substrate business. At the time, JPS CEO Michael Fulbright was quoted saying “…we anticipate that the new JPS Industries will
have annual sales in excess of $325 million…” The reality was much less rosy. The financial crisis hit hard and JPS’ 2008 revenue reached only $232.5 million, nearly 30% below target. The new debt, combined with a ballooning pension deficit caused by the stock market crash, wiped out JPS’ profitability for years to come.

JPS spent the next several years in recovery mode, using cash flow to reduce debt and selling off its Stevens Roofing division. The company’s recovery process was slowed by a litigation loss of over $10 million in 2011, the result of a long-running dispute over intellectual property.

The next few years saw the hedge fund Steel Partners begin to target JPS, ultimately buying up nearly 40% of the company’s shares. At various points, Steel Partners offered to buy the company outright, though it was ultimately rebuffed. In 2013, Steel Partners won a proxy contest and installed four directors on JPS’ board. Steel Partners then installed Mikel H. Williams as CEO.

Almost exactly one year to the day after the company leadership change, JPS Industries announced an agreement to sell its Massachusetts-based Stevens Urethane business to Argotec. The price of the sale was not disclosed, but it was sufficient to eliminate all of JPS’ debt . JPS’ net leverage including the pension deficit decreased from $56.8 million on February 1, 2014, to $30.3 million on May 1, suggesting a selling price of around $26.5 million for Stevens Urethane.

JPS’ remaining JPS Composites division is having a good year, with revenues for the first three quarters of 2014 up 7.8% from 2013. Adjusted for one-time severance charges related to the CEO change and a litigation recovery, operating income is up 10.9%. Though gross margins were compressed, good cost control resulted in increased operating margins.

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Since Steel Partners’ representatives took control, JPS’ cost control efforts have been successful. Operating expenses for the first nine months of fiscal 2014 were down slightly even as sales rose.

JPS’ trailing results are difficult to compute due to the Stevens Urethane sale. However, the company appears reasonably priced based on annualized 9 months figures.

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At this point, some discussion of JPS’ pension liability is warranted. Though much smaller than at any time in recent years, the size of the liability is still a potential source of trouble for the company. At the end of fiscal 2013, the pension assets were allocated aggressively, with 71% invested in equities. Interestingly, 28% of pension assets are invested in company stock, valued at $11.70 per share by an outside consultant. This “self-investment” introduces an element of pro-cyclicality. Should JPS’ operations perform well and the stock’s value increase, the pension deficit will decrease, perhaps spurring additional stock gains. This would reduce the pension deficit further, creating a virtuous cycle. On the other hand, if operations go south, the pension deficit could widen as JPS stock value decreases. This would require additional pension contributions, a textbook vicious cycle.

Though JPS’ pension plan is aggressively allocated and holds a substantial investment in its own stock, management’s stated intent is to continue to reduce the deficit through cash contributions. This is somewhat comforting to me as a potential investor, but for now the company’s exposure to pension risk remains high. Though pension liabilities don’t carry the refinancing risk that term debt does, they carry real cash requirements that must be incorporated in any estimate of a company’s value.

JPS appears to have momentum behind its operational improvements, and I believe its valuation will compress quickly once cost savings kick in fully and the pension deficit is reduced. Perhaps most importantly, I believe JPS Industries will benefit from Steel Partners’ control. Former management was engaged in debt-fueled empire-building, but the new management team appears focused on operational efficiency and cleaning up JPS’ balance sheet. Steel Partners may look to make an exit at some point via a sale of the company to a competitor, and an efficient company with an adequately funded pension is much more easily marketed.

JPS also possesses substantial net operating losses, though these are limited by an ownership change that took place years before. Still, the company is able to shield some earnings from taxation, which should raise its valuation modestly.

Alluvial Capital Management, LLC does not hold shares of JPS Industries  for client accounts.

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