About Me

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Avram Fisher, Founder & CIO of Long Cast Advisers, is a former equity analyst at CSFB and BMO covering industrials and business services. He has prior experience in private equity; as a corporate governance analyst; as a writer; reporter and private investigator; and as a lifeguard and busboy (I still clear plates when my kids don't). This blog is an open book of ideas about patient investing and about starting up a small-cap focused RIA. It is part decision-diary, part investment observations and part general musings. Nothing on this blog is a solicitation for business nor a recommendation to buy or sell securities. It is simply a way to organize and share thoughts with an expanding audience of independent, patient and talented small cap investors.

Thursday, January 5, 2017

$ARIS Proxy Battle Comes to Its Expected Conclusion

Park City Capital filed this proxy today, a "concession" speech of sorts at the $ARIS annual meeting. It reads like a "last say" on the (unnecessary) proxy battle they brought and thankfully lost.

A few comments about the letter worth pulling out:

They wrote: "... I haven’t spoken with any shareholder that would be disappointed with receiving $8 to $10 per share in the next six months."

Who did they speak to? I did not speak with them (if you have nothing nice to say ...). Other shareholders told me they reached out to Park City and the calls went unreturned.

They wrote: "... we believe that our efforts have helped raise the profile of ARI in the investment community and its stock price. If we go away and ARI’s stock no longer gets the benefit of this premium, we believe there would be significant downside in ARI’s stock price."

This proxy battle robbed investors of about $250k in the costs to fight it, yet they tout the benefits this battle? That's crazy talk. It's like a crime wave raising the profile of a neighborhood.

The stock price will go down if they dump 1M shares onto the market. If they sell as mindlessly as they ran this battle, it will be a tough few months for shareholders, but I don't see how that benefits anyone.

They wrote: "Despite Roy Olivier and Will Luden telling me on multiple occasions that they would immediately accept an $8 per share offer, they have communicated to shareholders and independent proxy advisory firms a plan that they believe could result in a $15 stock price over the next five years."

Did the CEO really say this? I don't know. In an ideal world, a CEO spends zero time talking about its stock price and even less time thinking about it. Why think about things you can't control? Nobody knows the future, but we know what drives future share value, which falls into two general buckets:

1. management's ability to deploy capital in a way that generates usefulness for its customers in order to grow cash flow and profitability

2. the multiple investors are willing to pay for that cash flow and profitability, which itself is a reflection of the trust and confidence in its sustainability and growth.

If the CEO focuses on maximizing usefulness to its customers, and that results in growing cash flow and profitability, then investors will have more confidence in the company's sustainability and growth, and the stock price will go higher. He should do that and not talk about the stock price five years out.

I did not attend the meeting b/c travelling to Milwaukee in January just feels wrong. I know its a beautiful city - perhaps even underrated - with a nice new museum and some interesting neighborhoods. I've been there in January, I've been there in late winter, I've been there in summer. I prefer the latter, but I'll take late winter, when it's cold, but bright and sunny and you could sense the coming thaw and hope in the air.

In January, it just doesn't seem there is much hope yet. Just. More. Winter.

Happily, the winter of this costly proxy battle is over. Now the  company can get back to launching its new platform and the CEO can focus on taking steps to lower churn, grow the number of subscribers, the EBITDA per subscriber and generally getting back to the business of making the customers fat and happy. That will resolve all issues with the stock price today and in five years.

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ALL RIGHTS RESERVED. THIS BLOG IS FOR ENTERTAINMENT ONLY. THIS IS NOT A SOLICITATION FOR BUSINESS NOR A RECOMMENDATION TO BUY OR SELL SECURITIES. I HAVE NO ASSURANCES THAT INFORMATION IS CORRECT NOR DO I HAVE ANY OBLIGATION TO UPDATE READERS ON ANY CHANGES TO AN INVESTMENT THESIS. I MAY OWN POSITIONS IN THE COMPANIES MENTIONED HERE.

Friday, December 30, 2016

A New Book and a New Idea ($IVTY, $MDT)

I recently received a gift in the mail, a copy of this out of print book by former CIA intelligence analyst, Richards Heuer. The book is influenced by Kahneman and Tversky but framed primarily around the decision making part of analysis and not just the analysis of decision making.

It is a dense read with fewer "cognitive party tricks" than the pages of so many other popular books on the subject, but it's fascinating, even as I'm only halfway through it.

Since I've recently sold some positions and also have some new clients, I have the "high class problem" of having capital to put to work. So the book arrived just as I'm searching for new ideas and as a result, the aspect of the book that's come into sharpest focus is the relative nature of observations and its relationship to decision making.

We all know that colors have a relative nature, changing depending on the background. And we all know there is a relative nature to sound, to speed, to taste, to time, etc.

Concurrently, the book also introduced to me the concept of "bounded rationality", which describes our tendency to frame things in a specific way, then solve for the problem within that arbitrary frame. For example, my wife often poses questions at me along the lines of  "would you rather do this or that?" as if those are the only two options available, and without articulating the problem she's trying to solve. (I'll acknowledge the difficulty of being married to an over-analytical spouse when all she wants to do is go out for dinner).

Reflecting on these aspects of decision making is critical for the obvious reason that ours is a decision making business and few people do it well consistently. Though the first year of my firm provides a good start, consistency is measured in years not months, and I still have a lot to prove.

Furthermore, the returns we put up isn't some theoretical experience; I have a fiduciary obligation and professional responsibility to grow my client's capital and avoid losses on their hard earned money. It's important to get it right and I better not screw it up!

So with these new insights into the relative nature of observations, it comes to mind that the search I've been conducting for new ideas may be rife with biases I'd never before considered. Here I am reading Q's and K's, learning about businesses, screening, modelling, reading, reviewing ... and saying "no" over and over ... and up percolates an emotional experience, let's call it "frustration", about not finding good ideas.

Frustration can lead to impatience ... and then perhaps the relative nature of observations takes over ... and I'm suddenly comparing the next idea to the last idea instead of to an objective benchmark. Each idea is independent of the other - and I should be more eager to preserve cash for the right idea than rush into the wrong one - but what if I'm suddenly framing them relative to each other and thus distorting the analysis?

The problem with all this is twofold: First, the potential lack of awareness that fatigue and relativity can drive decisions. Second, because most of the stocks I tend to buy are lonely trades where validation can be incredibly delayed, I might not know whether I'm "right or wrong" about a stock for months, if not years. I'd rather hold cash than be wrong ... but I'd like to not miss opportunities to be right.

All of a sudden the obvious and well discussed theories behind deep value investing are crystalized: If you buy companies for less than its asset value, you don't have to worry so much about the future. It's an easy philosophy on paper but less so in practice, because some "deep value" businesses absolutely suck and the good ones don't trade for below their asset values for long. Value, as we all know, is infrequently obvious.

This all calls to mind something Howard Marks wrote about "the future":

"It would be convenient to say that adherence to value investing permits investors to avoid conjecture about the future and that growth investing consists only of conjecture about the future, but that would be a considerable exaggeration. After all, establishing the current value of a business requires an opinion regarding its future, and that in turn must take into account the likely macro-economic environment, competitive developments and technological advances. Even a promising net- net investment can be doomed if the company’s assets are squandered on money- losing operations or unwise acquisitions.

There’s no bright-line distinction between value and growth; both require us to deal with the future. Value investors think about the company’s potential for growth, and the “growth at a reasonable price” school pays explicit homage to value. It’s all a matter of degree. However, I think it can fairly be said that growth investing is about the future, whereas value investing emphasizes current day considerations but can’t escape dealing with the future."

The future, the fact that nobody knows it, and the risks associated with its possible outcomes are important considerations in all investments. One I've been considering - Invuity - which makes lighted surgical equipment for the operating room, recently sold off b/c of weaker than expected guidance for 2017 (the near future), but I think it may represent a compelling long term opportunity.

At $6.00, Invuity (ticker: IVTY) has a $100M market cap and is trading at ~2.5x 2017 sales guidance of $40M-$42M, a future that implies 35% topline growth. This is - I believe - a “capitulation price” for a company innovating in an overlooked and undervalued area of the surgical equipment market and in an industry where stocks tend to trade in the range of 2x-10x sales.

The company’s core product is an engineered piece of plastic that delivers cool bright light with a wide field and few shadows directly into the cavity of a surgical "field". This piece of plastic – for simplicity sake let’s just call it a widget for now – either clips onto a reusable retractor that the company sells or is built into the company’s version of ubiquitous operating room tools like "yankauers" and "bovies".

The company has two types of sales; a "capital" sale - an expensive piece of reusable equipment - and a "disposable" sale (ie recurring) via the handheld equipment and clip on widget. These products together improve visualization - a surgeon’s ability to see - in non-laproscopic / non-robotic procedures.

The company currently markets these products into four narrow verticals: Breast oncology, orthopedic surgeries, thoracic and spine procedures. Some procedures like "nipple sparing masectomies" and "anterior hip arthroplasties" are particularly well suited for the device as they are fairly technical and involve smaller incisions for open surgery, making "visualization" difficult.

These procedures benefit the patients via less scarring and/or faster recovery times so the concurrence of the new procedure's acceptance and the improved equipment may help grow their use and thus demand for the equipment, etc. (Note that despite the negative bias towards the anterior approach in this link, it acknowledges speedier recovery for the anterior approach as well as the greater difficulty with visualization).

B/c of the NSM procedure the company has had the greatest traction with breast oncology - about 40% of sales - but has under-penetrated the more lucrative spine and orthopedic procedures.

This is still a small company - not just in market cap but in actual size - selling just a few products into a few narrow verticals. At 3Q16, the most recent quarter, the company had 65 salespeople, many of them with the company for less than a year, selling into 700 accounts. Small, yes, but on a relative basis, compared with last year, this reflects 25% growth in salespeople, 50% growth in accounts, and a 63% increase in procedures per quarter, to 26,000 from 16,000 in 3Q15.




In 1H17, the company will launch one new product - the “PhotonBlade” - a lighted version of Medtronic’s PEAK PlasmaBlade, which will have the "light widget" built in and a tip that causes less scarring. The company believes this product will allow the company to further penetrate breast oncology and spine market.

It is worth noting here that IVTY’s head of R&D, Paul Davison, was the head of R&D at PEAK Surgical, before it was acquired by Medtronic in 2011. At the time of the 2011 acquisition, PEAK had $20M in sales and was acquired for a 6x sales multiple.

So what don't we know?

I have talked to a number of doctor's about the product for qualitative background. One, whom I respect and admire greatly, insists on caution with the investment. "They're not the first to try to do this," he says. "There've been people trying to come up with better lights on surgical tools for more than 30-years."

My response: "That's proof it's a problem searching for a solution."

Several other doctors I talked with expressed enthusiasm for the product; "Tt would be awesome if it did what they say it does" but they all universally blanched at the price.

And price is an issue. The company charges a huge 10x premium for their lighted product. Their disposable yankauers and bovies as well as the clip on widgets (called “waveguides”) cost $250 to $300 compared to non-lighted versions of the same products, which cost under $25.

In a market with thin margins for hospitals and risk that ACA will disappear, it seems ridiculous to think hospitals will pay this much for disposable plastic. The product pricing is the first of many obvious reasons why this company fails.

Yet, despite the premium and all the other obvious reasons, the company is on track to sell $24M of these disposable plastic products in '16 (and $8M in reusable products that the widgets clip into), all at +70% gross profit margins. And these are pure cost to the hospital; there is no CPT code that allows the hospital to get reimbursed for its use.

The reasons for the company's potential success are less obvious. Again, this investment depends on a future. But experience indicates that it takes time – and costs money - to introduce a new premium product to the market and for the market to adopt it. It takes time for a salesperson to “mature” and an account to “mature”. It takes time for doctors to see the light and press a hospital Value Analysis Committee to buy for them a premium priced piece of equipment.

And yes, the costs of selling currently exceed the revenues, but perhaps there is overlooked promise in the early operating evidence, particularly with the recurring revenue disposable widgets and most particularly at 3Q16, where the ratio of incremental sales to incremental marketing spend reached an inflection point and increased to 48%.



Management expects to keep sales staff flat into 2017 and focus on going “deeper” into existing accounts and were this to happen, we would see continued revenue scaling and then perhaps we are just now seeing the inflection and impact of more salespeople and more accounts on revenues.

Yet, the market is most skeptical as signs of success are improving. That skepticism, which underlies the low multiple, is driven by a variety of issues I'll lay out below:

1. The proximate issue with the recent decline in the stock price was a guidance shortfall. On the 3Q16 earnings call, mgmt guided to 35% topline growth in 2017 down from expectations of 50% growth, and this led to the stock’s capitulation. The stock was trading towards $13 heading into the quarter and hit $4.50 on the earnings release.

The 3Q16 sell-off reflected the market’s focus on the weak guidance. Through the lens of a DCF model, such a response makes total sense: If T+1 income is lower, the whole valuation declines. But from a qualitative perspective, there should be no point in investing in this company at any price – regardless of what the DCF says - nor under any circumstance without the belief that IVTY’s usefulness to its customers will grow over time, along with its sales and eventually profits.

What drives long term growth of a company – qualitatively - is a problem identified and solved at a price the customer can afford. We see evidence in the operations that the company’s illumination products are indeed solving a problem and they are generating traction on the valuable recurring revenue side of the business. But ...

2. Price seems to be a major issue.

A former employee I talked with said cost is the single biggest obstacle with "going deeper". This person said as they "get deeper" into accounts and sell more into each hospital, eventually the invoices roll up to the CFO who pushes back.

In addition, every doctor I talked with - bar none - expressed shock at the cost.

The company says the better lighting enables doctors to perform surgeries faster and therefore do 1-2 more per day. A response I got from another doctor was polite laughter: "If I were to make a list of items that slows down my [thoracic] surgeries, lighting would be like item 1,700."

The company also said interestingly, "when we show up on the CFO's desk, it means we're doing something right." Reminds me of the old saying: "Salesmanship begins when the customer says no."

3. In addition to being high priced, there's no CPT code for the product, so hospitals don't get reimbursed for their use. And hospitals aren't rolling in cash to spend on expensive equipment.

4. And recently there seems to be a lot of salesperson turnover.

5. And surgical procedures are supposedly moving away from open towards laproscopic and robotic

My response on these four items is that these issues are not "new". 

A brief look at a scuttlebutt message board for pharma sales reps shows people talking about the high product pricing, employee turnover, competition, etc. since at least 2014. In the interim, sales have grown from $14M to $32M. 

Meanwhile, the cost / benefit analysis of robotic surgeries doesn't appear to be compelling (though as long as insurance covers it, hospitals will do it). 

More broadly, product price is a solvable problem. They can continue down the path of a $250-$300 ASP, scratching for sales within the four narrow verticals and with the new product expected to come out in 1H17, they can offer bundled pricing. 

Or, they can lower prices. These products are cheap to make and if the product is desired, the potential for ubiquitous access across all hospital channels at a lower price is an attractive investment option, though even more attractive at the higher price. 

6. Ultimately though, the skepticism is bound - like life itself - by the limits of time. The company is unprofitable, running at losses of $40M in 2016 on sales of $32M and gross profit margins +70%. It also has $14.5M of outstanding debt at 12.5% interest, held by Healthcare Royalty Partners, a medspace investment firm that also owns 5% of the stock. And although the company has $34M in net cash on the balance sheet, it is still cash flow negative so at some point, there will be a future dilution event.

This is no walk in the park, but startups with losses and debt are not unusual, and this isn't the first rodeo for the management team - lead by CEO Phil Sawyer and CFO Jim Mackaness - who have prior experience running growth distribution businesses.

Nobody knows the future, but at ~2x 2017 sales, the stock market appears skeptical about the prospects due to losses, debt, the recent guidance shortfall, and issues that are not new.

That skepticism overlooks what appears to be some traction in the recurring revenue business and the traction is new, the evidence of success is new, the favorable relationship between the sales and cost curves are new and trending in the right direction.

Sure, my biases and frustrations, hubris about my successes, shame about my losses, all may have contributed to this idea floating up to a level of thinking that ... maybe it's totally irrational. A yankauer for $250? A plastic widget with some special light? Hospitals spending money on stuff they don't get reimbursed for?

Maybe I've talked myself into a bad idea ... but when the market is already valuing this as a bad idea ... and the evidence suggests that its not failing ... it seems to offer a favorable possibility for those armed with information and an uncommon perspective.

 - END –

ALL RIGHTS RESERVED. THIS BLOG IS FOR ENTERTAINMENT ONLY. THIS IS NOT A SOLICITATION FOR BUSINESS NOR A RECOMMENDATION TO BUY OR SELL SECURITIES. I HAVE NO ASSURANCES THAT INFORMATION IS CORRECT NOR DO I HAVE ANY OBLIGATION TO UPDATE READERS ON ANY CHANGES TO AN INVESTMENT THESIS. I MAY OWN POSITIONS IN THE COMPANIES MENTIONED HERE.

Thursday, December 22, 2016

Two recent activist situations that are more compelling than ARIS: CDI and SEV

I wrote earlier this week about the absurd activist situation at ARIS, a company whose share price is up 20% last 52 weeks (about 2x the S&P); up from a market value of $20M in 2012 to nearly $100M today (about 30% CAGR) and has concurrently grown bvps over the same per by ~10% CAGR. In short, it is not the most obvious target for change.

Consider in contrast two companies where activist are more appropriately getting involved and that might be worth keeping an eye on: CDI and SEV.



CDI.

On its best day this company - part temp placement, part perm placement, part "body shop" project work in the construction / oil & gas / aerospace / IT industries - dreams of being a combination of Jacobs Engineering and Booz Allen.

But it wakes up everyday with a stale brand in need of a refresh, due primarily to the neglect of an absent board that has generated fees for itself and its agents while destroying value for shareholders.

Compounding the neglect is an unusual ownership structure; 25% of the company is owned by the  "Garrison Trust", which itself is managed and owned by the board. It is the governance equivalent of chaining the kids (is shareholders) to the radiator so the parents can go out and play.

Family services is finally coming, under the name Radoff and Schechter, who have most recently sent this spot on letter to the board. If it doesn't wake them up, I'm sure there are a few more letters coming. Radoff and Schechter - the activists - have been on an absolute tear ripping new holes into a most neglectful bunch.

To be frank, I wrote negatively about CDI at the end of Sept when it was trading below the value of its working capital + PP&E - l/t liabilities. It was then a wonderful opportunity for deep value investors as it is now trading at 1.6x that asset value.



Beauty, they say, is in the eye of the beholder. I do not see beauty b/c I do not see a pathway to success. The brand is stale. The work is undifferentiated. The company may benefit under the l/t turnaround plan by the "interim" CEO who has experience managing growth at stale brands, but how "interim" is he and what value does the company add that others cant such that there is a wide and probable pathway to success?

The "deep value" investor doesn't truck with possible future pathways, they only need look at the value vs the balance sheet and have done well buying the stock at a discount to that value.

SEV.

Speaking of possible futures and pathetic boards, here's one that may have both.

Sevcon makes motor controllers for electric vehicles. In the most simplest terms, their product sits between an electric power source and a motor, and allows them to talk to each other. (Consider a switch that sits between a power source and a motor, but is simply either on or off. A motor controller in contrast is a complicated switch that can manage a variety of parameters around the power, the heat, the torque, etc. and constantly manages the power going back and forth, under a variety of conditions).

Some companies like Tesla make their own motor controllers specific to their motors. SEV makes one that is programmable across different electric power sources and motors. An EE told me they are like DOS or LINUX of motor controllers, compared to other companies that make motor controllers equivalent to MACs, easier to program but with fewer parameters.

The value of SEV is they can modify / customize their software to solve for specific problems around drive trains and / or accessories. Their simpler, older generation products, were used in simple EV's like golf carts, electric motorcycles*, and in industrial equipment - scissor lifts, fork lifts, heavy machinery - a business now in steep decline.

* Just a note that Brammo - the electric motorcycle company - was acquired by Polaris in 2015, specifically for its drive train, which included a Sevcon controller. The "holy grail" for Polaris isn't an electric motorcycle - though it is trying to rejuvenate the Victory brand with that purpose in mind - but rather a drive train for an electric ATV, the better to quietly transport hunters through the great outdoors.

Meanwhile, the holy grail for Sevcon - and potentially investors - is moving up the value scale from smaller vehicles to larger 4-wheel vehicles, a business they stumbled onto a few years ago.

They are currently developing controllers for a handful of OEM's that could deliver a stream of future royalty payments if the products under development go into production and are successful with the consumer market.

From the last conf call ...

"We have more projects in the pipeline than never before and we expect the customer enthusiasm for Sevcon solutions will continue. We currently has five major projects in the development phase of the pipeline having added an extension to one of the four projects we mentioned last quarter. We expect two to go into production in 2017, one in 2019 and then two in 2020."

"With the addition of the new content for the high performance sports car manufacturer we expect total production revenue from these projects to be approximately $206 million over the five to seven year production life. This is up from a 166 million that we projected on last quarter’s call. We’ll then be adding on revenues for spares in the 5 to 10 years following completion of production."

... as I once learned: "buy in the order cycle, sell into the delivery cycle." This company appears deep in the order cycle and again, the possibility of a pathway to success. Nobody knows the future.

But back to the present, and back to the board of directors, it's a laughing stock, especially for a high tech company with potential growth ahead.

Someone is finally trying to change that.

One thing that makes this board so ridiculous is that the current chairman of the board actually lists in his bio (ie his achievements) funds that failed under or around his watch,  companies that went bankrupt around his watch, and a firm that was invested in a ponzi scheme around his watch.

He might not be the provocateur that causes problems but he sure carries them around like the stink on cheese. A more proactive board can instill top down changes, drive accountability, set targets, increase the RPM of the growth engine of a company. The slate of potential candidates proposed to replace the board could enlarge the possibilities of future success.

Nobody knows the future but in both these cases, someone is trying to improve the odds for success and that could bode well for investors.

-- END --

ALL RIGHTS RESERVED. THIS BLOG IS FOR ENTERTAINMENT ONLY. THIS IS NOT A SOLICITATION FOR BUSINESS NOR A RECOMMENDATION TO BUY OR SELL SECURITIES. I HAVE NO ASSURANCES THAT INFORMATION IS CORRECT NOR DO I HAVE ANY OBLIGATION TO UPDATE READERS ON ANY CHANGES TO AN INVESTMENT THESIS. I MAY OWN POSITIONS IN THE COMPANIES MENTIONED HERE.

Wednesday, December 21, 2016

ARIS: F1Q17 Results and the Most Absurd Proxy Battle Ever ($ARIS, $EBAY)

I've been a fan and stockholder of ARIS since it traded in the mid $3 range and I continue to like the company. I think the mgmt team is unusually strong in a sub $100M market cap company, I think the company still has room to grow in its variety of verticals and finally I think the business sells for a more than reasonable multiple such that a long term investment could benefit from the two attributes of growth and multiple expansion.

Despite these attributes, some impatient investor is challenging the company to sell itself. It is one of the most absurd proxy battles I've ever seen for a company so small. Absurd for so many reasons, but primarily in the waste of money and energy; there have been 15 DEF filings since the antagonist went after them in late October.

The information also directs investors in many cases to the wrong information - notably in this page of his presentation filing - which focuses on Net Income and not FCF. Because ARIS capitalizes its software development, Net Income includes significant depreciation. Back that out and there's quite material divergence b/t Income and Cash Flow. What do you think is more important?

(these are TTM figures)

I don't think the antagonist has a chance of winning the proxy battle - I certainly hope he doesn't, I want this to continue to compound indefinitely - so I think this is simply a drain on the company and shareholders like me who appreciate the value of compounding growth over the long term, and are not focused on the day to day changes in the stock price.

Its the compounding of growth and the benefit to returns that I aim to write briefly about here.

A week or two back, the company reported F1Q17 results. The company reported $12M in sales and $2M in EBITDA, reflecting a 17.6% EBITDA margin. By my account, these results reflect 29% ROE and 18% ROA.


(these are quarterly figures)

On a trailing 12-mos basis, the company has reported $48M in sales and $8.6M in EBITDA. With 18M shares out and $3M in net debt, this reflects a 12x multiple on trailing results. Everyone should decide for themselves what's cheap and what's not, but it seems an attractive valuation to me for a company consistently growing profits and FCF and reinvesting FCF at high returns such that topline and returns are growing consistently.

However, results do not reflect the Auction123 acquisition that closed a day after quarter end. According to the press release that accompanied the purchase, that acquisition adds ~$4M / year revenues.

And then these tidbits from the conference call:

On the $10.5M acquisition ... "From a multiple perspective, we paid 7.2 times the trailing 12-month EBITDA for Auction123 at closing. If the first two-year earn out is paid [$1.5M] and considered part of the transaction then we paid 8.2 times the trailing 12-month EBITDA." >> This implies ~$1.4M in trailing EBITDA, or about 35% EBITDA margins. Is it reasonable to think those margins are sustainable? It's in the same ball park as EBAY's margins so ... why not? 

On the balance sheet post the acquisition close: "... our transaction closed on November 1, 2016, we had about $16.8 million of total debt which is just under two times our trailing 12 months EBITDA, and cash and cash equivalents of approximately $3.3 million or a net debt of $13.5 million." >> On this basis, adding the acquired EBITDA and adjusting the net debt, this is now trading for 11x trailing EV / EBITDA. 

And finally thinking about year end, "... as we look ahead and consider our expected cash flow and debt payment schedule, we anticipate by our fiscal year end on July 31, 2017, our cash balance will be back above $5 million and our net debt will be below $10 million." >> this implies, assuming zero growth, that the company is trading at 10x FY17 EBITDA. 

On a comparable basis, the peer group multiple is about 15x. When it comes down to it, that discounted multiple is really what this whole proxy battle is about from the get go.

It feels a bit lonely talking about this company. I've not seen any evidence or read any information anywhere that this is a bad business. I'm not deterred by the debt as the mgmt team has been a terrific steward of it and is now operating in an environment where the pent up energy of millions of entrepreneurs is about to be unleashed (so much tongue in cheek, I just threw up a little).

I think the evidence suggests this is a good business trading for 10x next year's EBITDA, as good businesses sometimes do, and its generating cash and reinvesting it at high rates. The question is, do you sell now and lose the benefit of a quality mgmt team allocating capital wisely or allow the company to continue to generate cash and grow, and generate cash and grow, and generate cash and grow, etc.

To me, the opportunity for the patient investor is to buy more, and wait patiently.

-- END --

ALL RIGHTS RESERVED. THIS BLOG IS FOR ENTERTAINMENT ONLY. THIS IS NOT A SOLICITATION FOR BUSINESS NOR A RECOMMENDATION TO BUY OR SELL SECURITIES. I HAVE NO ASSURANCES THAT INFORMATION IS CORRECT NOR DO I HAVE ANY OBLIGATION TO UPDATE READERS ON ANY CHANGES TO AN INVESTMENT THESIS.

Tuesday, November 15, 2016

Brief Advice on Interviewing Management

I worked earlier in my career as a writer and reporter so I have some experience interviewing people, a skill that comes in handy when assessing management.

These are three short rules to interviewing management that I learned in my early 20's. It's very basic but essential so as to not waste anyone's time:

1. Ask open ended questions. The inverted way of saying this is: Do not EVER ask "yes" or "no" questions. We all do it. Get in the habit of not doing it, by whatever means necessary. The corollary to that is ...

2. Do not ask leading questions. It traps yourself in your own presumptuousness.

3. Silence is your friend. Don't fall prey to the knee jerk reaction of filling empty space and as much as you can, do NOT finish their answers. Invite them to continue to expound on whatever they are talking about.

I recently read somewhere a suggestion to not interview mgmt b/c it creates biases. I find that a mgmt interview puts qualitative skin around the financial bones so I try to be aware of flattery ("Oh, great question" etc) and all the other bullshit people put forward when they talk to me.

One of the ways I try to avoid those biases is by asking myself ...

"how often do you think they repeat this narrative? do they actually believe it or are they just used to saying it? how can I get them off this narrative and get them to talk about things on the 2nd level"

... insincerity is the enemy of revelation.

Management is such a critical component in the long term success / failure of small companies that not understanding their motivations, their perspective and their imaginations leaves too much to the whipsaw of quarterly results, about which, sometimes even they have no control. But they are responsible for the long term operational maneuverings of a company, and that is the essential key to a company's long term growth and profitability and an investors ability to compound wealth repeatedly.

We all have our own truths, in life and in business, and investing is simply a way to handicap them, to quantify them, to wager on them. I don't profess to know more than anyone nor to have answers about everything. But I have a bit of experience interviewing people and I just wanted to share one tool that I think is essential to learning more about an investment.

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ALL RIGHTS RESERVED. THIS IS NOT A SOLICITATION FOR BUSINESS NOR A RECOMMENDATION TO BUY OR SELL SECURITIES. THIS IS FOR ENTERTAINMENT PURPOSES ONLY.

Sunday, November 13, 2016

EMH and the "CON" in Consensus

Anyone who spends time in business meetings, or on boards, or in any engagement with other people (including even sitting around a table and deciding what to have for dinner), probably recognizes that the efficiency of a meeting - ie the achievement through consensus of an optimal outcome - often declines as more people are involved.

And yet, one of the basic tenets of the efficient market hypothesis is that when it comes to market prices, a larger cohort achieves the most efficiency since the price aggregates information "dispersed amongst individuals within a society." (Recall that "efficient" in EMH isn't fitter / happier / more productive but is more a form of "consensus").

But why should a wider and larger base of participants yield more "efficient" results in the stock market, when so much evidence in other avenues of life exists to the contrary? Perhaps we should think more productively about how often - and where - its likely to be wrong. I think that's a muscle investors regularly exercise.

***

The trouble with "consensus" - in a meeting and in the stock market - is that people are often anchored on the last comment, or the last stock price, or "what everyone else is doing" - and they mistake these data points as "sources of information" when actually they're forms of biases.

I recall reading once how the last thing Buffett looks at when analyzing a business is its price and chart, preferring to read all other filings first in order to make his own unbiased assessment divorced from the anchoring phenomenon.

It's a useful parable on how to not use consensus. Another is William Goldman's famous saying: "Nobody knows nothing." I say that to myself all the time.

***

The trend towards passive indexing - a massive trend - is supported by three things:

1. Efficient market hypothesis. If you can't beat the market, why bother trying?
2. Active management returns, which "on average" underperforms the market
3. The difficulty of identifying skilled asset managers who consistently outperform the market over long periods.

So the consequence of taking the EMH as fact has trillions of dollars in consequences.

So does the "headline story" about poor returns of active investors.

Just as a reminder for a moment; investing is a zero sum game. There are two parties to every trade, a buyer and a seller. Reason therefore dictates that in aggregate, the average of all active investors, after fees, should underperform the market, roughly by the delta of fees.

Now, investors who want to follow a benchmark with the most undifferentiated and readily available solution can and should pursue the lowest cost index funds available to them. Anything else - anyone steered to a higher cost model - is a con job.

But investors who want a differentiated solution - who want an experience apart from and are willing to accept results that are different from the market - should either spend time learning how to invest or find someone with experience and skills who can do it for them.

The difficulty of finding that person, the difficulty of separating luck from skill, salespeople from super investors, wheat from chaff, etc. is the third and perhaps largest foundation of the trend towards passive investing.

It's so difficult even for institutions to identify high quality investment managers, and doubly so for individuals.

All in, you have this easy solution (passive investing) that solves / avoids the problem of having to find good managers yet still supports Wall Street's desire to separate you from your money. It plugs perfectly into the rubric of the industry as it already exists.

***

But here's where I think EMH and the passive trend have it all wrong and where the opportunity for good investors grows everyday: Finding high quality capital allocators is the only job within the entire investment ecosystem. I take an almost ideological view on this and I think its where investing shares at least as much with the practices of other art (and ethics) as it does with finance and accounting.

As a steward of capital seeking to invest in publicly traded companies I look for executives who allocate capital wisely. These CEO's and CFO's in turn look for managers who can manage capital (staff, equipment, etc) effectively. They in turn prize employees that convert their labor productively, and on and on.

It's the capital equivalent of turtles all the way down.

But since passive investing disabuses the notion that anyone can outperform the market, and EMH says that prices are all accurate, the conclusion is to ignore the search for better capital allocators and simply spread your bets and diversify.

Which is why the price for capital allocators is going down.

But the value of finding good capital allocators - from the CEO down to the line worker, from the endowment to the startup investment manager, from the QB to the special teams coach - is not going away. And for those who desire exceptional outcomes, it never will.

Over time, we who search for good capital allocators will get better at it while the competitive field diminishes.

***

I was going to write more about a specific idea I've been working on, but I'm still drawing information on it so I'll close with a brief comment on investing with incomplete information.

The other day I wrote about an inference drawn from one company to learn something incremental about another company. It helped to lock in gains and avoid losses for my clients and since a penny saved is a penny earned, I feel it justified my 1% fee.

The opposite of those inferences is acknowledging and valuing incomplete information when making investment decisions, and compensating for that with price and portfolio positioning.

I think good stockpickers, even when they dig down for that 3rd, 4th or nth piece of information, acknowledge the limits of what they know.

For this reason, I am cautious of detailed checklists, b/c it risks creating a false impression that on completing it, we'll have certainty. There never is certainly. I prefer a broad functionary checklist at the top of which I write in big letters: "What don't I know?"

Even as we dig a bit deeper and contextualize financial data with qualitative information, there are always going to be unknowns and surprises.

There's a value to what we don't know. I believe for "good investments" - and by that I mean investments in companies managed by "quality capital allocators" - time and patience is the best way to manage and offsets the risks of the unknowns. It seems an important concept that EMH totally ignores.

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ALL RIGHTS RESERVED. THIS BLOG IS FOR ENTERTAINMENT ONLY. THIS IS NOT A SOLICITATION FOR BUSINESS NOR A RECOMMENDATION TO BUY OR SELL SECURITIES. I HAVE NO ASSURANCES THAT INFORMATION IS CORRECT NOR DO I HAVE ANY OBLIGATION TO UPDATE READERS ON ANY CHANGES TO AN INVESTMENT THESIS.

Wednesday, November 9, 2016

FTLF and An Investment Manager's Responsibility to Their Clients

On November 1, I sent an email to a friend ...

"I have concerns about FTLF 3Q and shorter term traders should likely lock in gains"

... and I sold shares for clients. The genesis of the caution was my review of GNC's 3Q16 10Q, which stated ...

"[GNC's] Domestic franchise revenue decreased $2.4 million to $85.8 million in the current quarter compared with $88.2 million in the prior year quarter primarily due to lower wholesale sales associated with lower retail same store sales of our franchisees as well as the earlier timing of our annual franchise convention, which resulted in $6.3 million of lower sales in the current quarter as compared with the prior year quarter."

... if GNC domestic franchise sales were impacted by the timing of the convention at the end of June, it made me wonder how much of FTLF's astounding $8.7M in 2Q16 sales were pulled forward as a result of the convention.

So I looked at the timing of the convention in prior years and it didn't take long to see a trend ...



... hard to know precisely how much the "convention bump" impacts sales, but I know that 1Q tends to be the seasonally strongest (b/c of new year's resolutions) and it tapers from there. So I just combined 2Q & 3Q together to get a sense of the typical two-quarter figure relative to seasonally peak 1Q sales.

I saw that in a "normal" year (whatever that means) 2Q + 3Q sales ~ 1.6x to 1.8x of 1Q sales. I used those multiples to back into a presumed 3Q16 sales figure in FTLF and at the high end, it inferred $5M in 3Q16 sales.

My stomach dropped at that moment, about as much as the stock dropped when FTLF preannounced 3Q16 sales of $5.3M.

This being the first time such a "surprise" has happened while managing outside money, it got me wondering about how much information of this information I should share. I decided to do nothing, but it seemed like there was no right answer.

Ideas are the lifeblood of an investment manager. It is their passion, their purse and their intellectual capital. That I have been sharing some of them freely has been a function of my own interest in having an open diary into my thoughts, growth and maturation as an investment adviser managing outside capital.

But as I've grown my AUM and client base - and having just struggled with this uncomfortable situation - maybe it is time to rethink that model and morph towards something different, either a paid subscription / advisory or simply quarterly and annual letters for clients, as others investment mgrs do.

I'm not sure how this will change aspects of what I write about in the future, but over time, all things evolve and I imagine this blog will as well so as to avoid this situation in the future.

Either way, my sole commitment - my fiduciary responsibility - will always be first and foremost to my clients.

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All rights reserved. This blog is not a solicitation for business nor a recommendation to buy or sell securities. This blog is for entertainment purposes only. I am under no obligation to provide any updates on any position I write about here.