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Archive for December, 2008

Today we continue our “Net Net vs Activist Legend” thought experiment, with Yahoo! Inc. (NASDAQ: YHOO).

YHOO is a stock that is not cheap on an asset basis but it does have a prominent activist investor with a 5.5% stake and two seats on the board. At its Friday close of $11.66, which is around two-thirds lower than Microsoft’s May 2008 $33 bid, YHOO still trades at a 70% premium to our $6.82 per share estimate of its asset value. Activist investor Carl Icahn’s presence on the register, however, indicates that he believes YHOO is worth more. Icahn has paid an average of $23.59 per share to accumulate his 5.5 percent stake. At $11.66, YHOO must more than double before Icahn will see a profit. He’s unlikely to sit idly by to see if that happens.

About YHOO

According to the Overview section of the company’s most recent 10Q*, YHOO “is a leading global Internet brand and one of the most trafficked Internet destinations worldwide.” Clear enough, but here is where the 10Q gets weird:

We are focused on powering our communities of users, advertisers, publishers, and developers by creating indispensable experiences built on trust.

We have no idea what “indispensable experiences built on trust” means. We’d be keen to hear your thoughts in the comments (but we digress):

We seek to provide Internet services that are essential and relevant to these communities of users, advertisers, publishers, and developers. Publishers, such as eBay Inc., WebMD, Cars.com, Forbes.com, and the Newspaper Consortium (our strategic partnership with a consortium of more than 20 leading United States (“U.S.”) newspaper publishing companies), are a subset of our distribution network of third-party entities (referred to as “Affiliates”) and are primarily Websites and search engines that attract users by providing content of interest, presented on Web pages that have space for advertisements. We manage and measure our business geographically. Our geographic segments are the U.S. and International.

According to Wikipedia, YHOO:

…provides Internet services worldwide. The company is perhaps best known for its web portal, search engine, Yahoo! Directory, Yahoo! Mail, news, and social media websites and services. Yahoo! was founded by Jerry Yang and David Filo in January 1994 and was incorporated on March 1, 1995.

According to Web traffic analysis companies (including Compete.com, comScore, Alexa Internet, Netcraft, and Nielsen Ratings), the domain yahoo.com attracted at least 1.575 billion visitors annually by 2008. The global network of Yahoo! websites receives 3.4 billion page views per day on average as of October 2007. It is the second most visited website in the U.S., and the most visited website in the world.

* We usually link to a company’s own description of its business on its website. We didn’t for YHOO because we couldn’t find on its website a concise description of the company or its business. While this may speak more to our own ineptitude, it might also be a telling sign for a “leading global Internet brand” that has struggled lately, no?

The value proposition

Before we launch into our analysis of YHOO, we have to state up front that Greenbackd’s focus is on undervalued asset situations, and preferably undervalued tangible assets. One would think that with YHOO, a “leading global Internet brand”, one would find a great deal of value in its intangible assets. Our bias for tangible over intangible assets will almost certainly lead us to a lower valuation for YHOO than another investor with a preference for intangible assets which generate earnings or cash flow.

Set out below is our summary analysis (the “Carrying” column shows the assets as they are carried in the financial statements, and the “Liquidating” column shows our estimate of the value of the assets in a liquidation):

yhoo-summary

Ordinarily, when we discount a company’s assets we get a much lower liquidating value than carrying value. In YHOO’s case, most of the tangible asset value is in the Cash and Short Term Investments which we don’t write down ($3.2B or $2.32 per share) and Long Term Investments (carried at $3.2B or $2.31 per share), which we’ve only written down to $3B or $2.19 per share for reasons we’ll explain below. We’ve written down the Property, Plant and Equipment by 85%, but it only represents a small proportion of the total tangible assets and so doesn’t have a meaningful impact on the valuation. Our usual liquidation valuation – the Armageddon scenario – for YHOO is $5.4B or $3.91 per share.

We believe that the Armageddon scenario substantially undervalues YHOO because it excludes the Goodwill in the Investments in Equity Interests (which is included in the Long Term Investments above). Including the Goodwill, YHOO’s Investments in Equity Interests amount to the following:

  • a 44% equity interest in Alibaba Group valued at $2.2B
  • a 1% equity interest in Alibaba.com Limited valued at $52M and
  • a 33% equity interest in Yahoo! Japan valued at $6B.

Including the Goodwill figures in the Investments in Equity Interests above (but deducting the Deferred Income Tax) gives us an asset valuation for YHOO closer to $9.5B or $6.82 per share.

Icahn said in an interview with CNBC last Wednesday that he believes YHOO is undervalued and that he “opposes breaking up the company in a piecemeal sale” (NY Times’ Dealbook has the transcript). While we can only speculate as to Icahn’s investment thesis for YHOO, that statement leads us to believe he is valuing it on an earnings or cash flow basis. YHOO’s Cash from Operating Activities is impressive at $1.9B in 2007 and $347M in the most recent quarter to September. Even more impressive is that it achieved that operating cash flow on only $9.5B of equity (up from $9.1B in the prior year), which means it returned around 21% on average equity. We’ve got no idea about the future economics of YHOO’s businesses or the industry as a whole, so we can’t predict whether YHOO can continue to generate these types of returns and we won’t be speculating as to its value on an earnings or cash flow basis.

The catalyst

Icahn, who currently sits on the board and holds 5.5% of the company, will be the driving force in any deal involving YHOO. His decisions will likely be informed by the fact that he has paid an average of $23.59 per share to accumulate a 5.5 percent stake (according to this filing with the SEC). There are a number of suitors seeking to consummate a marriage with YHOO. This Wall Street Journal article (subscription required) suggests former AOL chief Jonathan Miller is talking to investors about raising money to purchase all or part of YHOO. Icahn has said that he would be opposed to a partial bid “even at a premium.” He also expressed doubts about Miller’s ability to raise the money but would be willing to listen if Miller made a “bid at a very high price”. Another possibility is Microsoft, which has recently engaged a former YHOO search and advertising executive, but Microsoft CEO Steve Ballmer told the Wall Street Journal Thursday (subscription required) that there were no talks to acquire YHOO’s search business.

Icahn has a long history of succesful activist investment, with recent high profile campaigns against  Blockbuster, Imclone, XO Communications, Mylan Laboratories and Time Warner. According to this 2007 Fortune profile, he is renowned for taking on the biggest targets while generating exceptional returns:

In its less-than-three-year existence, Icahn Partners has posted annualized gains of 40%, investors told Fortune. After fees, the investors pocketed 28%. That 40% gain trounces the S&P 500’s return of around 13%, as well as the 12% for all hedge funds calculated by research firm HedgeFund.net. Icahn Partners boasts a string of big wins in short periods. The acquisition of energy producer Kerr-McGee gave the fund a $300 million gain, or a 100% return in just nine months. Icahn Partners achieved gains of $100 million and $230 million, respectively, both in less than three months, on forcing the sales of Fairmont Hotels & Resorts and drugmaker MedImmune.

The same Fortune article suggests that Icahn’s biggest strength is his knack for picking targets:

His skill at prospecting is so well honed that in most cases he’s destined to make money from the day he buys the shares. Then it’s a matter of squeezing management to sweeten the inevitable gains.

This is high praise indeed. Given that Icahn has paid an average of $23.59 per share for YHOO, he clearly sees value well in excess of that number and will be agitating for it to be realised.

Conclusion

YHOO is not cheap on any theory of value we care to employ. It is trading at a substantial premium to its asset backing, which means the market is still generously valuing its future earnings. It is generating substantial operating cash flow and earnings, which in a better market might be worth more, but it’s not obviously cheap to us.

The best thing about YHOO from our perspective is the presence of Carl Icahn on the register. His holdings were purchased at much higher prices than are presently available and he is unlikely to sit idly by while the stock stagnates.

Buying YHOO at these prices is a bet that Icahn can engineer a deal for the company. Given his legendary status as an activist investor earned through canny acquisitions over many years, we think that’s a good bet. But a bet is what it is – it’s speculation and not investment. If speculation is your game, then we wish you the best of luck but know that the price might fall a long way if he sells out. If you’re an investor, the price is too high.

YHOO closed Friday at $11.66 and the S&P 500 Index closed at 876.07.

[Disclosure: We do not have a holding in YHOO. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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The Official Activist Investing Blog has published its list of activist investments for November:

Ticker Company Activist Investor
ABTL Autobytel Inc Trilogy Inc
ACF AmeriCredit Corp Fairholme Capital Management
ACTL Actel Corp Ramius Capital
ADPT Adaptec, Inc Steel Partners
ARCW Arc Wireless Solutions Brean Murray Carret Group
ATSG Air Transport Services Group Perella Weinberg Partners
AVGN Avigen Inc Biotechnology Value Fund
BBI Blockbuster Inc Marlin Sams Fund
BEE Strategic Hotels & Resorts Security Capital Research & Management
BITI Bio-Imaging Technologies Healthinvest Partners
CHG CH Energy Group Inc Gamco Investors
CHIC Charlotte Russe Holding Inc KarpReilly Capital Management
CPN Calpine Corp Harbinger Capital
CRXX CombinatoRX, Incorporated Biotechnology Value Fund
CTO Consolidated Tomoka Land Co Wintergreen Advisers
CWLZ Cowlitz Bancorporation Crescent Capital
DBD Diebold Inc Gamco Investors
DCAP DCAP Group Infinity Capital Partners
DVD Dover Motorsports Mario Cibelli
ENTU Entrust Inc. Empire Capital Partners
FACE Physicians Formula Holdings, Inc Mill Road Capital
FSCI Fisher Communications Gamco Investors
FTAR.OB Footstar Inc Schultze Asset Management
GBE Grubb & Ellis Company Anthony Thompson
GGP General Growth Properties Pershing Square Capital
GSLA GS Financial Corp FJ Capital Long/Short Equity Fund
HCBK Hudson City Bancorp Gamco Investors
HFFC HF Financial Corp PL Capital
INFS Infocus Corp Nery Capital Partners
INFS Infocus Corp Lloyd Miller
ISH International Shipholding Corp Liberty Shipping Group
KANA.OB Kana Software KVO Capital Management
KEYN Keynote Systems Ramius Capital
KFS Kingsway Financial Services Joseph Stilwell
KONA Kona Grill Mill Road Capital
LCAV LCA-Vision Inc Stephen Joffe
LDIS Leadis Technology Inc Kettle Hill Capital Management
LNET LodgeNet Interactive Corporation Mark Cuban
LTM Life Time Fitness Green Equity Investors
MCGC MCG Capital Corporation Springbok Capital Management
MGAM Multimedia Games Inc. Dolphin Limited Partnership
MGI Moneygram Interntaional Inc Blum Capital
MIM MI Developments Greenlight Capital
MYE Myers Industries Inc Gamco Investors
NAV Navistar International Owl Creek
NLS Nautilus Inc Sherborne Investors
NOOF New Frontier Media Steel Partners
NYT New York Times Harbinger Capital
OEH Orient-Express Hotels SAC Capital; DE Shaw
ORNG Orange 21 Costa Brava
PBIP Prudential Bancorp Inc. of PA Joseph Stilwell
PGRI.OB Platinum Energy Resources Inc Syd Ghermezian
PHH PHH Corp. Pennant Capital Management
PNNW Pennichuck Corp Gamco Investors
PPCO Penwest Pharmaceuticals Co Perceptive Advisors
PRXI Premier Exhibitions, Inc Sellers Capital
PWER Power One Bel Fuse
PXG Phoenix Footwear Group Reidman Corp
RDEN Elizabeth Arden Shamrock Activist Value Fund
SCOP Scopus Video Networks Ltd. Optibase Ltd
SECX.PK SED International Holdings Hummingbird Management
SLTC Selectica Inc Trilogy Inc (Versata Enterprises)
SNG Canadian Superior Energy Palo Alto Investors
SNSTA Sonesta International Hotels Gamco
SUAI Specialty Underwriters Alliance Philip Stephenson
SUMT SumTotal Systems Discovery Capital
SUTM.OB Sun-Times Media Group Inc. K Capital
SUTM.OB Sun-Times Media Group Inc. Davidson Kempner Partners
SWWI Simon Worldwide Inc Everst Special Situations Fund
TIKRF.OB Tikcro Technologies Ltd Steven Bronson
TXCC TranSwitch Corp Brener International Group
TXI Texas Industries Shamrock Activist Value Fund
UIS Unisys Corp MMI Investments
UTEK Ultratech Inc Temujin Fund
WBSN Websense Inc Shamrock Activist Value Fund
WEDC White Electronic Designs Wynnefield Capital
WINS SM&A Mill Road Capital
YHOO Yahoo Carl Icahn
ZLC Zale Corp. Breeden Capital Management

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Dataram Corporation (NASDAQ: DRAM) is a classic net-net stock, with a $10.6M market cap at yesterday’s closing price of $1.20 and around $18.5M of value in liquidation, including $16M in cash.

About DRAM

According to the company’s website, DRAM is a developer, manufacturer and marketer of large-capacity memory products primarily used in high-performance network servers and workstations. The stock is down sharply because the company cut its dividend and its operating cash flow has turned negative in its most recent quarter, burning through $1.3M. We don’t know anything about “large-capacity memory products” so we don’t know if this is a short term blip on the road to more profits or the beginning of the end.

The value proposition

According to DRAM’s most recent quarterly report, the balance sheet looks reasonably healthy.  Set out below is our summary analysis (the “Carrying” column shows the assets as they are carried in the financial statements, and the “Liquidating” column shows our estimate of the value of the assets in a liquidation):

dram-summary

We estimate that DRAM has a liquidating value of around $18.5M, or $2.08 per share. In coming to that number, we’ve written down the Receivables by 20%, Inventory by 33% and Other Long Term Assets by 50%.

With its stock price at $1.20, DRAM is trading at 58% of its value in a liquidation and at a 24% discount to its net cash (cash less all liabilities) of $1.58 per share.

Catalysts

The risk with DRAM, as it is with any net net or net cash stock, is that the company might not make a profit any time soon and won’t liquidate before it dissipates its remaining cash. As we said above, we’ve got no insight into DRAM’s business and don’t know whether it can trade out of its present difficulties and back to at least a positive operating cash flow. According to the 10Q, the company is authorized to repurchase 172,196 shares under a stock repurchase plan but this is an immaterial amount in the context of the 8.9M shares on issue and the plan has been in existence since 2002. The best hope for the stockholders is that the company re-institutes its dividend, which, given its $16M in cash, it certainly seems able to do. No noted activists have disclosed a holding in the company, which means management have no incentive to do anything so stockholder friendly.

Conclusion

DRAM, at 58% of its liquidating value and 76% of its cash backing, is very cheap. We believe that it is worth watching but, with no obvious catalysts and a high cash burn rate, probably one to avoid unless you are willing to bet that its remaining cash might attract an activist or the business will turn around before it runs out of money.

[Disclosure: We do have a holding in DRAM. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Greenbackd’s ideal investment opportunity is a deeply undervalued asset situation with a catalyst to quickly remove the discount. Unfortunately, those opportunities are few and far between.

We frequently find deeply undervalued asset situations with no obvious catalyst. We also often find activists in stocks that we woud not consider to be undervalued on an asset basis.

As a thought experiment, we thought that we would compare the performance of two stocks: one a net net and net cash stock lacking a catalyst, and the other a stock not obviously undervalued on an asset basis but nonetheless pursued by an activist investor.

We’ve selected Dataram Corporation (NASDAQ:DRAM) as representative of the net-nets. DRAM is a classic net-net stock, with a $10.5M market cap and around $19.4M of value in liquidation, including $16M in cash.

The second stock selects itself: Yahoo! Inc. (NASDAQ:YHOO), one of the original Internet stocks, has as one of its largest stockholders activist investing legend Carl Icahn and the NY Times speculates that it has a potential suitor. YHOO has a market cap of around $15.9B and tangible assets of around $5.5B, including around $3.2B in cash, which means it is not undervalued on an asset basis.

Today, we examine DRAM and on Monday we will examine YHOO.

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Zale Corporation (NYSE:ZLC) is an undervalued asset situation with a well-known activist investor, Richard Breeden of Breeden Capital Management LLC, holding two seats on the board. At yesterday’s closing price of $4.82, the company has a market capitalization of $154M. We estimate the liquidation value of the company at around $243M or $7.63 per share, which means that ZLC is trading at 63% of our estimated liquidation value.

About ZLC

ZLC is a specialty retailer of fine jewelry in North America. According to its website, at July 31, 2008, ZLC “operated 1,396 specialty retail jewelry stores and 739 kiosks located mainly in shopping malls throughout the United States, Canada and Puerto Rico. ZLC operates under three business segments: Fine Jewelry, Kiosk Jewelry and All Other. During the fiscal year ended July 31, 2008 (fiscal 2008), the Fine Jewelry segment generated approximately 88% of the Company’s net revenues, while the Kiosk revenues represented 12% of total revenues. On November 9, 2007, the Company completed the sale of its Bailey Banks & Biddle brand.”

The value proposition

ZLC is an undervalued asset situation with substantial Inventory and Property, Plant and Equipment (see most recent quarterly report here). Set out below is our summary analysis of the balance sheet (the “Carrying” column shows the assets as they are carried in the financial statements, and the “Liquidating” column shows our estimate of the value of the assets in a liquidation):

zlc-summary1

Perhaps unsurprisingly for a jewelry retailing business, ZLC’s asset value is predominantly in its Inventory and Property, Plant and Equipment. We don’t have any great insight into the jewelry retail business. We can see that consumers don’t have much discretionary cash available at the moment, so in a fire sale tomorrow the discount to the carrying value of Inventory could be substantial. On the other hand, there is no immediate need to sell the Inventory because jewelry is not a wasting asset and can even be a store of value. We lean towards the latter argument. ZLC has $984.6M in Inventory that we’ve written down by 15% to $837M or $26.24 per share. We’ve applied a 50% discount to the $728M worth of Property, Plant and Equipment (Gross) to arrive at $364M or $11.42 per share. We estimate the company’s liquidation value at around $243M or $7.63 per share, which means that, at yesterday’s closing price of $4.82, ZLC is trading at 63% of our estimated  value in a liquidation.

The catalyst

Activist investor Breeden Capital Management disclosed its holding in ZLC in its original 13D on September 17, 2007. Breeden has continued to buy shares of common stock in ZLC, disclosing in the most recent 13D filed November 28, 2008 that it controlled 28.46% of the company.

Breeden Capital Management’s Richard Breeden is a former chairman of the Securities and Exchange Commission. Breeden recently led a dissident shareholder group to win three seats on the board of tax preparation and accounting services company H&R Block Inc.

ZLC appointed Breeden Capital Management’s Richard Breeden and James Cotter (Cotter is a founding partner) to its board of directors on January 17, 2008

Conclusion

With ZLC trading at a substantial 33% discount to its value in liquidation and Breeden continuing to buy stock, ZLC seems like a good bet to us.

ZLC closed yesterday at $4.82.

The S&P 500 closed yesterday at 848.81.

[Disclosure: We do not presently have a holding in ZLC. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Warning: We updated this post on December 18, 2008.

Borders Group, Inc. (NYSE:BGP) presents a rare opportunity to invest in a stock with a well-known brand alongside one of the best activist investors in the US, William A. Ackman of Pershing Square Capital Management, L.P. Want more? With a market capitalization of $39.4M at today’s close ($0.65) and a liquidation value we estimate at $135M, BGP is available right now at an astonishing 61% discount to that value.

About BGP

According to its website, BGP “operates over 509 Borders superstores in the U.S.; 32 Borders stores outside the U.S., in Australia, New Zealand, Singapore and Puerto Rico; and approximately 485 stores in the Waldenbooks Specialty Retail segment, including Waldenbooks, Borders Express, Borders airport stores, and Borders Outlet. Borders Group owns London-based Paperchase Products Limited, a retailer of stationery, cards and gifts with approximately 120 locations outside the U.S., including stand-alone stores and concessions. There are also more than 317 Paperchase shops located within U.S. Borders superstores and the company opened its first stand-alone Paperchase shop in the U.S. on Boston’s Newbury Street in 2007.”

The value proposition

While the company has been loss making for the last few years it maintained positive Cash Flow from Operating Activities of $94.1M last year, $46.9M in the 2007 year and, encouragingly, $76.6M in the most recent quarter to August 2008 (see the most recent 10Q here). There real value is in the balance sheet.  Set out below is our summary analysis (the “Carrying” column shows the assets as they are carried in the financial statements, and the “Liquidating” column shows our estimate of the value of the assets in a liquidation):

bgp-summary

BGP’s value is concentrated in its Inventory ($18.01 per share) and Property, Plant and Equipment ($27.04 per share). We have written down the Inventory by two-thirds to $12.07 per share and the Property, Plant and Equipment by half to $13.52 per share. The company has substantial liabilities of $25.92 per share, of which $7.69 is debt. We estimate the liquidating value of BGP to be around $2.23 per share. With the stock at $0.65, BGP is at an astonishing 29% of its liquidating value. Note that the liquidating value does not take into account BGP’s intangibles, like consumer brand recognition, which must have some residual value. At $0.65, we think BGP is a bargain.

The catalyst

William A. Ackman of Pershing Square Capital Management is perhaps one of the best – and best known – activist investors in the US. Pershing Square first disclosed its holding in BGP in a 13D notice filed October 9, 2007 and now controls around 33.6% of BGP’s stock (see the most recent 13D here).

Pershing Square has pushed the company to undertake certain strategies to enhance the value of its investment and BGP seems to be making progress in executing these measures.  According to the 10Q, on March 20, 2008, the company announced that it would “undergo a strategic alternative review process.”

“J.P. Morgan Securities Inc. and Merrill Lynch & Co. have been retained as the Company’s financial advisors to assist in this process. The review will include the investigation of a wide range of alternatives including the sale of the Company and/or certain divisions for the purpose of maximizing shareholder value.”

On April 9, 2008, the company completed a financing agreement with Pershing Square, which “will allow the Company to be fully funded during fiscal 2008, where absent these measures, liquidity issues may otherwise have arisen during the year.” According to the company’s most recent quarterly report, the financing agreement with Pershing Square consists of three main components:

“1. A $42.5 senior secured term loan maturing January 15, 2009 with an interest rate of 9.8% per annum. The term loan is secured by an indirect pledge of approximately 65% of the stock of Paperchase pursuant to a Deed of Charge Over Shares. In the event that Paperchase is sold, all proceeds from the sale are required to be used to prepay the term loan. The representations, covenants and events of default therein are otherwise substantially identical to the Company’s existing Multicurrency Revolving Credit Agreement (as amended, the “Credit Agreement”), other than some relating to Paperchase. Such exceptions are not expected to interfere with the operations of Paperchase or the Company in the ordinary course of business.

2. A backstop purchase offer that gave the Company the right but not the obligation, until January 15, 2009, to require Pershing Square to purchase its Paperchase, Australia, New Zealand and Singapore subsidiaries, as well as its interest in Bookshop Acquisitions, Inc. (Borders U.K.) after the Company has pursued a sale process to maximize the value of those assets. Pursuant to this sale process, the Company sold its Australia, New Zealand and Singapore subsidiaries during the second quarter of 2008 to companies affiliated with A&R Whitcoulls Group Holdings Pty Limited. Pershing Square’s remaining obligation to purchase the Company’s remaining U.K. subsidiaries remains in effect until January 15, 2009. Pershing Square’s purchase obligation for the U.K. subsidiaries is at a price of $65.0 (less any debt attributable to those assets) and on customary terms to be negotiated. Proceeds of any such purchase by Pershing Square are to be first applied to repay amounts outstanding under the $42.5 term loan. Although the Company believes that these businesses are worth substantially more than the backstop purchase offer price, the relative certainty of this arrangement provides the Company with valuable flexibility to pursue strategic alternatives. The Company has retained the right, in its sole discretion, to forego the sale of these assets or to require Pershing Square to consummate the transaction. Pershing Square has no right of first refusal or other preemptive right with respect to the sale of these businesses by the Company to other parties.

3. The issuance to Pershing Square of 9.55 million warrants to purchase the Company’s common stock at $7.00 per share. The Company is also required to issue an additional 5.15 million warrants to Pershing Square if any of the following three conditions occurs: the Company requires Pershing Square to purchase its international subsidiaries as described in (2) above, a definitive agreement relating to certain business combinations involving the Company is not signed by October 1, 2008, or the Company terminates the strategic alternatives process. The warrants will be cash-settled in certain circumstances and have a term of 6.5 years.

The warrants feature full anti-dilution protection, including preservation of the right to convert into the same percentage of the fully-diluted shares of the Company’s common stock that would be outstanding on a pro forma basis giving effect to the issuance of the shares underlying the warrants at all times, and “full-ratchet” adjustment to the exercise price for future issuances (in each case, subject to certain exceptions), and adjustments to compensate for all dividends and distributions.”

On October 1, 2008, Pershing Square exercised the right in paragraph 3 above to require the company to issue further warrants to purchase 5.15M shares at $7.00 per share, which means Pershing Square controls warrants covering an additional 14,700,000 shares.

Conclusion

It seems to us that this is one of the better opportunities out there at the moment. It’s not often that the stars align like this: a stock with a well-known brand selling at less than a third of its value in a liquidation with one of the best activist investors in the US controlling almost a third of its outstanding stock. BGP has already embarked on its value enhancing transformation. We believe that, given time, BGP will be worth more than its liquidation value, but, if we’re wrong, it’s still trading at a third of that value, which is a bargain.

BGP closed yesterday at $0.65.

The S&P 500 closed yesterday at 816.21.

[Disclosure: We do not presently have a holding in BGP. UPDATE: We have now acquired a holding in BGP. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Avigen, Inc. (NASDAQ:AVGN) is an interesting opportunity: a rare net cash stock with an activist investor in pursuit. Based on its December 1, 2008 closing price of $0.65, the company has a market capitalization of $19.4M and net cash (i.e. cash less all liabilities) of $36.5M, which means that AVGN is trading at 53% of its net cash. Biotechnology Value Fund LP owns around 29% of the outstanding stock and has filed a 13D/A notice (most recent is here) requesting that AVGN “immediately reduce its expenses to as low a level as possible, partner or sell its remaining assets without further investment and take actions to distribute to [AVGN]’s stockholders as much of the resulting cash as possible.”

About AVGN

AVGN (website here) is a “biopharmaceutical company engaged in developing and commercializing small molecule therapeutics to treat neurological and neuromuscular disorders.”

The value proposition

According to AVGN’s most recent quarterly report, the company is bleeding cash, losing $9.4 in the September quarter. AVGN lost $25.2M last year and $24.3M in 2006. It has also had negative Cash Flow from Operating Activities for the September quarter in the amount of $8.4M. The company does, however, have a substantial amount of cash on its balance sheet. Set out below is our summary analysis (the “Carrying” column shows the assets as they are carried in the financial statements, and the “Liquidating” column shows our estimate of the value of the assets in a liquidation):

avgn-summaryAVGN is a net cash stock, with $1.22 of net cash (cash after subtracting Total Liabilities). With its stock price at $0.65, AVGN is trading at a little over half its net cash value. We estimate AVGN’s value in a liquidation at around $38.4M ($1.29 per share).  Given its net cash position of $36.5M or $1.22 per share, this means we have valued the rest of the company’s assets in liquidation at only $1.9M or $0.07 per share.

The catalyst

Biotechnology Value Fund originally filed a 13G notice in relation to AVGN, which indicates a passive investment. By updating to a 13D, Biotechnology Value Fund has indicated that it intends to take an active role in the company. An earlier 13D filing sets out Biotechnology Value Fund’s attitude towards the company:

“At the invitation of the Chairman of [AVGN], [Biotechnology Value Fund] articulated their views regarding the future of the Company in a conference call with the Board of Directors held on October 30, 2008. [Biotechnology Value Fund] stated their strong belief that [AVGN] should immediately reduce its expenses to as low a level as possible, partner or sell its remaining assets without further investment and take actions to distribute to [AVGN]’s stockholders as much of the resulting cash as possible. [AVGN] reported $56 million, or $1.88 per share, of financial assets as of September 30, 2008, consisting of cash, cash equivalents, available-for-sale securities and restricted investments.

[Biotechnology Value Fund] informed the Board of Directors that they think that the previously announced plan of spending [AVGN]’s remaining cash on the development of its early-stage pain drug, AV411 as well as [AVGN]’s corporate infrastructure is fundamentally flawed, especially in light of the current environment for raising additional capital. [Biotechnology Value Fund] believe that AV-411 is a high risk drug candidate that is best developed (if at all) by a larger company with greater financial resources and a lower cost of capital. By the time AV-411 could be commercialized, or even definitively proven safe and efficacious, [AVGN]’s existing cash resources would be depleted. [Biotechnology Value Fund] believe that the investment community clearly lacks confidence in such a plan, as evidenced by recent reports from stock analysts and by the $0.61 per share closing price of [AVGN]’s common stock on October 30, 2008, reflecting only 31% of [AVGN]’s financial assets as of September 30, 2008.

[Biotechnology Value Fund] intend to work with [AVGN]’s Board of Directors to effecuate a prompt return of cash to [AVGN]’s stockholders and intend to bring the matter directly to a vote of stockholders if their efforts with the Board of Directors are unsuccessful.”

Conclusion

It’s always exciting to find a net cash stock with an substantial stockholder demanding a return of cash. While it’s frightening to see AVGN hemorrhaging cash, Biotechnology Value Fund is awake to the opportunity to salvage what remains of the company’s value. If Biotechnology Value Fund is able to cause the company to quickly distribute the company’s remaining cash to stockholders, purchasers at these levels should see a good return on investment.

AVGN closed today at $0.65.

The S&P 500 Index closed at 816.21.

[Disclosure: We do not presently have a holding in AVGN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Barnwell Industries, Inc. (AMEX:BRN) is exactly the kind of opportunity Greenbackd likes to find: a company trading at a discount to its liquidating value with an activist investor agitating for change. We estimate the company has a value in liquidation of around $55M, so its market cap of $29M (based on its November 28, 2008 close of $3.51) puts the company at a 46% discount to that value. Dr. Eric Jackson’s Ironfire Capital LLC, an “equity long biased and event-driven activist investment firm”, has sniffed the value and launched a “‘friendly’ activist campaign targeting the company to unlock shareholder value”.

About BRN

BRN, according to its website, is “principally engaged in the following activities:

  • Oil and Natural Gas. Barnwell engages in oil and natural gas exploration, development, production and sales in Canada.
  • Land Investment. Barnwell invests in leasehold interests in real estate in Hawaii.
  • Real Estate Development. Established in January 2007, acquires house lots for investment and for the construction of turnkey single-family homes for sale”

Seems like an odd combination of businesses to us, which makes it a prime candidate for a bust up.

The value proposition

According to BRN’s most recent quarterly report, BRN has a reasonably healthy balance sheet and positive cash flow of operating activities of $8.7M for the three months ending June 30, 2008. Set out below is our summary analysis of the balance sheet (each “Carrying” column shows the assets as they are carried in the financial statements, and each “Liquidating” column shows our estimate of the value of the assets in a liquidation):

BRN Summary

Our liquidating value estimate for BRN is around $53.9M, or $6.52 per share. As the table above demonstrates, most of BRN’s value is in its Property, Plant, and Equipment, which is carried at $25.50 per share. In our valuation, we’ve written down BRN’s Property, Plant and Equipment per share by 50% to $12.75. Our written down value for the other assets is set out in the table. These estimates are often too conservative, but it is the only way we get to sleep at night. This is especially so given that the company is carrying $26M in total debt. With its stock price at $3.51 (at its November 28, 2008 closing price), BRN is trading at 54% of its value in a liquidation, which strikes us as a sufficient margin of safety.

The catalyst

Ironfire Capital has a position in BRN but it is presumably too small to require Ironfire to file a 13D notice.  Its founder, Dr. Eric Jackson, perhaps best known for his Yahoo! campaign, has published a number of “prescriptions” for BRN to enhance shareholder value on the web. Ironfire Capital is an interesting activist investor because it uses “Internet-based social networking tools” to “amplify the impact” of its campaigns. Dr. Jackson also writes a blog about his particular brand of web-based shareholder activism called Breakout Performance and has provided his analysis of BRN in a June post. He has also written about his prescriptions for BRN on his Sharehowner Activism Wiki, which include the following:

Simplify Corporate Structure

Barnwell’s three businesses (oil and gas, contract water drilling, and real estate/land investment) have no synergy. A simpler corporate structure would better allow the market to bid up the underlying value of the oil and gas business to reflect the doubling of the commodity pricing in the last year. Barnwell should sell its water drilling business, which is small and shrinking in revenues and earnings. If the company received 1x its revenues, its cash reserves would nearly double to $14MM, allowing a stock buyback and/or upping the dividend. Selling or spinning off the real estate business might also make sense to focus Barnwell as a small natural gas pure-play.

Reduce SG&A Costs

Over the last year, SG&A costs have gone up 50% to $3.2MM. Yet, revenues and gross profit only increased 28% and 27% respectively over that same period. Barnwell is growing its costs at twice the rate of its sales and profits. As they say in Business School, that’s not sustainable. It’s also not acceptable for a 65 person company. Selling off the water drilling business, which contributes little profit, is a step in the right direction to improving things here, but much more work is needed.

Do a Stock Buyback

The company did agree to pay out a 5 cent dividend recently. Hopefully, that will attract a new group of investors to the stock. However, a stock buyback is both prudent, given that the cash position has increased over the last year and the strength of gas and land development businesses, and would make the company more attractive by lowering further its price-earnings ratio.

Bring in Some New Blood to the Board

Barnwell’s board is large and long-tenured. RiskMetrics awarded Barnwell a Corporate Governance Quotient (CGQ) score that is lower than 70% of other energy companies. The board’s composition is part of the problem. Seven of the 11 directors are older than 64. Four of the directors have been on the board for more than a decade.

It makes sense to change the composition of the board. Some of the longstanding directors should step down now to make way for some new blood, but some of them shouldn’t be replaced. An 11-member board is too large for a $100MM company. Having fewer than 10 directors would lead to faster meetings with more participation and debate.

Better Align Executive Compensation with Performance

Executive compensation policy has also likely contributed to Barnwell’s lower CGQ score. Last year, the CEO was paid $1.2MM. He explained this by pointing to how the company’s profits increased by 200% that year, yet the stock price dropped in half over that same time. Stock price is due to external market conditions, not management. If a CEO doubles a company’s profit, that should be rewarded.”

Conclusion

At 54% of its written down value, BRN is very cheap. With Ironfire Capital agitating for change, we believe BRN presents an attractive opportunity for investment.

BRN closed on November 28, 2008 at $3.51. The S&P 500 Index closed on November 28, 2008 at 896.24.

[Disclosure: We do not presently have a holding in BRN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Liquidation value investing is the purchase of securities at a discount to the value of the securities in a liquidation.

The rationale for such an investment is straight foward. In the 1934 edition of Security Analysis, Benjamin Graham argued that the phenomenon of a stock selling persistently below its liquidation value was “fundamentally illogical.” In Graham’s opinion, it meant:

  1. The stock was too cheap, and therefore offered an attractive opportunity for purchase and an attractive area for security analysis; and
  2. Management was pursuing a mistaken policy and should take corrective action, “if not voluntarily, then under pressure from the stockholders.”

Graham understood why these sort of stocks – also known as “net-net”, “net-quick” or “net current asset value” stocks – traded at a discount to liquidation value:

“Common stocks in this category almost always have an unsatisfactory trend of earnings.

The objection to buying these issues lies in the probability, or at least the possibility, that earnings will decline or losses continue, and that the resources will dissipated and the intrinsic value ultimately become less than the price paid.”

Graham responded to these objections that, while he could not deny that these outcomes occurred in individual cases:

“…there is a much wider range of potential developments which may result in establishing a higher market price.  These include the following:

  1. The creation of an earning power commensurate with the company’s assets.   This may result from: a. General improvement in the industry. b. Favorable change in the company’s operating policies, with or without a change in management.  These changes include more efficient methods, new products, abandonment of unprofitable lines, etc.
  2. A sale or merger, because some other concern is able to utilize the resources to better advantage and hence can pay at least liquidating value for the assets.
  3. Complete or partial liquidation.

Graham cautioned that, while there was scarcely any doubt that common stocks selling well below liquidating value represent on the whole a class of undervalued securities, the discerning securities analyst should exercise as much discrimination as possible:

“He will lean towards those for which he sees a fairly imminent prospect of some one of the favorable developments listed above.  Or else he will be partial to such as reveal other attractive statistical features besides their liquid-asset position, e.g., satisfactory current earnings and dividends, or a high average earning power in the past.  The analyst will avoid issues which have been losing their quick assets at a rapid rate and show no definite signs of ceasing to do so.”

Why securities trade below liquidation value

In 1932 Graham had authored a series of three articles for Forbes, titled, Inflated Treasuries and Deflated StockholdersShould Rich Corporations Return Stockholders’ Cash?, and Should Rich but Losing Corporations Be Liquidated? in which he discussed the phenomenon of companies trading below liquidation value.

In the first article, Inflated Treasuries and Deflated Stockholders, Graham wrote:

“…a great number of American businesses are quoted in the market for much less than their liquidating value; that in the best judgment of Wall Street, these businesses are worth more dead than alive. For most industrial companies should bring, in orderly liquidation, at least as much as their quick assets alone.”

The reasons for the selling, Graham argued, was primarily “due to fear rather than necessity,” but also because investors didn’t pay any attention to what a company owns – not even its cash.  He argued that value was associated exclusively with “earning power” and therefore “reported earnings – which might only be temporary or even deceptive – and in a complete eclipse of what had always been regarded as a vital factor in security values, namely the company’s working capital position.”
Graham proposed that investors should become not only “balance sheet conscious,” but “ownership conscious:”
“If they realized their rights as business owners, we would not have before us the insane spectacle of treasuries bloated with cash and their proprietors in a wild scramble to give away their interest on any terms they can get. Perhaps the corporation itself buys back the shares they throw on the market, and by a final touch of irony, we see the stockholders’ pitifully inadequate payment made to them with their own cash.

In the final article, Should Rich but Losing Corporations Be Liquidated?, Graham explained the logic of an investment in a security trading at a discount to its liquidating value:

“If gold dollars without any strings attached could actually be purchased for 50 cents, plenty of publicity and plenty of buying power would quickly be marshaled to take advantage of the bargain. Corporate gold dollars are now available in quantity at 50 cents and less–but they do have strings attached. Although they belong to the stockholder, he doesn’t control them. He may have to sit back and watch them dwindle and disappear as operating losses take their toll. For that reason the public refuses to accept even the cash holdings of corporations at their face value.”
Graham then considered why investors should even contemplate liquidating values when companies were not going to liquidate, responding:
“The stockholders do not have it in their power to make a business profitable, but they do have it in their power to liquidate it. At bottom it is not a theoretical question at all; the issue is both very practical and very pressing.
In its simplest terms the question comes down to this: Are these managements wrong or is the market wrong? Are these low prices merely the product of unreasoning fear, or do they convey a stern warning to liquidate while there is yet time?”

How to determine a company’s liquidation value

In Security Analysis, Graham wrote that, in determining the liquidation value, the current-asset value generally provides a rough indication:

“A company’s balance sheet does not convey exact information as to its value in liquidation, but it does supply clues or hints which may prove useful.  The first rule in calculating liquidating value is that the liabilities are real but the assets are of questionable value.  This means that all true liabilities shown on the books must be deducted at their face amount.  The value to be ascribed to the assets however, will vary according to their character.

Graham then provided the following guide for determining the value of various types of assets in a liquidation:

  • Cash assets (including securities at market) – 100%
  • Receivables (less usual reserves) – between 75% to 90% with an average of 80%.  Graham noted that retail installment accounts should be valued for liquidation at a lower rate, between 30% to 60% with an average of about 50%
  • Inventories (at lower or cost or market) – between 50% to 75% with an average of 66.6%
  • Fixed and miscellaneous assets (real estate, buildings, machinery, equipment, nonmarketable investments, intangibles etc) – between 1% to 50% with an approximate average of 15%.

Historical returns from investing at a discount to liquidation value

In 1992 Tweedy Browne, an undervalued asset investor established in 1920, produced a report What has worked in investing. The report described a number of academic studies of investment styles that have produced high rates of return, including an article in the November-December 1986 issue of Financial Analysts Journal called “Ben Graham’s Net Current Asset Values: A Performance Update”.  The article described a study undertaken by Henry Oppenheimer, an Associate Professor of Finance at the State University of New York at Binghamton, in which he examined the investment results of stocks selling at or below 66% of net current asset value during the 13-year period from December 31, 1970 through December 31, 1983:

“The study assumed that all stocks meeting the investment criterion were purchased on December 31 of each year, held for one year, and replaced on December 31 of the subsequent year by stocks meeting the same criterion on that date.  To create the annual net current asset portfolios, Oppenheimer screened the entire Standard & Poor’s Security Owners Guide.  The entire 13-year study sample size was 645 net current asset selections from the New York Stock Exchange, the American Stock Exchange and the over-the-counter securities market.  The minimum December 31 sample was 18 companies and the maximum December 31 sample was 89 companies.

The mean return from net current asset stocks for the 13-year period was 29.4% per year versus 11.5% per year for the NYSE-AMEX Index.  One million dollars invested in the net current asset portfolio on December 31, 1970 would have increased to $25,497,300 by December 31, 1983.  By comparison,$1,000,000 invested in the NYSE-AMEX Index would have increased to $3,729,600 on December 31,1983.  The net current asset portfolio’s exceptional performance over the entire 13 years was not consistent over smaller subsets of time within the 13-year period.  For the three-year period, December31, 1970 through December 31, 1973, which represents 23% of the 13-year study period, the mean annual return from the net current asset portfolio was .6% per year as compared to 4.6% per year for the NYSE-AMEX Index.

The study also examined the investment results from the net current asset companies which operated at a loss (about one-third of the entire sample of firms) as compared to the investment results of the net current asset companies which operated profitably.  The firms operating at a loss had slightly higher investment returns than the firms with positive earnings:  31.3% per year for the unprofitable companies versus 28.9% per year for the profitable companies.

Further research by Tweedy, Browne has indicated that companies satisfying the net current asset criterion have not only enjoyed superior common stock performance over time but also often have been priced at significant discounts to “real world” estimates of the specific value that stockholders would probably receive in an actual sale or liquidation of the entire corporation.  Net current asset value ascribes no value to a company’s real estate and equipment, nor is any going concern value ascribed to prospective earning power from a company’s sales base.  When liquidation value appraisals are made, the estimated “haircut” on accounts receivable and inventory is often recouped or exceeded by the estimated value of a company’s real estate and equipment.  It is not uncommon to see informed investors, such as a company’s own officers and directors or other corporations, accumulate the shares of a company priced in the stock market at less than 66% of net current asset value.  The company itself is frequently a buyer of its own shares.

Common characteristics associated with stocks selling at less than 66% of net current asset value are low price/earnings ratios, low price/sales ratios and low prices in relation to “normal” earnings; i.e., what the company would earn if it earned the average return on equity for a given industry or the average neti ncome margin on sales for such industry.  Current earnings are often depressed in relation to prior earnings.  The stock price has often declined significantly from prior price levels, causing a shrinkage in a company’s market capitalization.”

Other studies

In Testing Ben Graham’s Net Current Asset Value Strategy in London (Word format), a paper from the business school of the University of Salford in the UK, the strategy was applied to stocks listed on the London Stock Exchange in the period 1980 to 2005.  The paper found that stocks selected using the strategy:

“…substantially outperform the stock market over holding periods of up to five years. The average 60-month buy-and-hold raw return is 254 percent with equal weighting within the NCAV/MV portfolio and 216 percent with value weighting, which are much higher than market indices of only 137 percent and 108 percent. One million pounds invested in a series of NCAV/MV (equal weighted) portfolios starting on 1st July 1981 would have increased to £432 million by June 2005 based on the typical NCAV/MV returns over the study period. By comparison £1,000,000 invested in the entire UK main market would have increased to £34 million by end of June 2005.

For almost all post-formation lengths, and regardless of within portfolio weighting, the NCAV/MV portfolio outperforms either equal weighted or value weighted market indices with high statistical significance. Market-adjusted returns rise to 117 percent and 146 percent after five years if the stocks are equally weighted; and 78 percent and 108 percent after five years if the stocks are value weighted.”

The University of Salford paper is also useful because it discusses other studies and Benjamin Graham’s own results:

“Graham used the NCAV/MV criterion extensively in the operations of the Graham-Newman Corporation and report that shares selected on the basis of the NCAV/MV rule earn, on average, about 20 percent per year over the 30-year period to 1956 (Graham and Chatman (1996)). More recently, Oppenheimer (1986) tested returns of NCAV/MV portfolios with returns on both the NYSE-AMEX value-weighted index and the small-firm index from 1971 through 1983. He found that returns are rank-ordered: securities with the smallest purchase price as a percentage of NCAV show the largest returns. Over the 13-year period, the Graham criteria NCAV/MV portfolios on average outperformed the NYSE-AMEX index by 1.46 percent per month (19 percent per year) after adjusting for risk. When compared to the small-firm index, these portfolios earned an excess return of 0.67% per month (8 percent per year).  In the first study outside of the USA, Bildersee, Cheh and Zutshi (1993)’s paper focuses on the Japanese market from 1975 to 1988.  In order to maintain a sample large enough for cross-sectional analysis, Graham’s criterion was relaxed so that firms are required to merely have an NCAV/MV ratio greater than zero. They found the mean market-adjusted return of the aggregate portfolio is around 1 percent per month (13 percent per year).”

At Greenbackd, we believe that Graham’s rationale, along with the results of the studies, present a compelling argument for investing in these stocks. We spend our days trying to uncover as many of these stocks as we can. What we dig up, we review and post it to the website. Our latest review should be right here.

Buy my book The Acquirer’s Multiple: How the Billionaire Contrarians of Deep Value Beat the Market from on Kindlepaperback, and Audible.

Here’s your book for the fall if you’re on global Wall Street. Tobias Carlisle has hit a home run deep over left field. It’s an incredibly smart, dense, 213 pages on how to not lose money in the market. It’s your Autumn smart read. –Tom Keene, Bloomberg’s Editor-At-Large, Bloomberg Surveillance, September 9, 2014.

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