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Archive for July, 2010

The inestimable Market Folly has a wonderful post on East Coast Asset Management’s long case for Becton, Dickinson and Co. (NYSE:BDX). Jay says:

East Coast Asset Management is out with an in-depth presentation on Becton Dickinson (BDX). They lay out the bullish case for the company and assume that if you hold it for three years that an internal rate of return (IRR) on BDX if purchased now would be 17.6% annualized. … So, how do they come to this conclusion on BDX?

Let’s first start with the thesis behind this play. Anant Ahuja, Christopher Begg, and Jack McManus have laid out the model for East Coast Asset Management and point out that Becton Dickinson is a niche business with a diverse set of products aimed at capitalizing on the increasing amount of aging baby boomers. Shares have been under pressure due to concerns over exposure to Europe, weak 2009 sales, and unfavorable foreign exchange trends.

The stock currently trades at 8x EV/EBITDA, well below the historical 5 year average of 10.1x EV/EBITDA. They argue that the business has an intrinsic value of $90-95 per share, representing 35-40% upside in the stock. East Coast highlights that Becton Dickinson has an impressive past of shareholder value creation. Over the past five years, BDX has seen 23.5% ROIC, 22.2% ROE, EPS CAGR of 15.8%, and 37 consecutive years of dividend increases. Not to mention, the company has repurchased a consistent amount of shares, with $450 million allocated this year. Given that these are attributes Warren Buffett often likes to see in a business, it should come as no surprise that his Berkshire Hathaway added to its BDX position in the first quarter.

Download ECAM’s report here (.pdf via Market Folly).

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Andrew Shapiro, President of Lawndale Capital Management, has provided a further update on Reading International Inc (NASDAQ:RDI) (see the RDI post archive here):

In Reading’s 2008 Consolidated Entertainment/Pacific Theaters acquisition of 181 movie screens in California and Hawaii, there were three contingent purchase price reduction tests, each forgiving a portion of the acquisition’s seller note PLUS interest RETROACTIVE back to the Feb 2008 acquisition date. Two of those tests have already taken place and have reduced the seller note (“US Nationwide Loan 1” on Reading’s 3/31/10 schedule of Notes Payable) to $15.3 million.

This article notes the first anniversary of a competitive theater in Bakersfield California, within the competitive radius of Reading’s Valley Plaza 16, triggering the last contingent purchase price reduction test.

A multiple of the cash flow reduction experienced by Reading’s theater over this PAST year (that is lower EBITDA which RDI shareholders have already “suffered” from) is to be returned to Reading in the form of forgiveness on the seller note. The measurement will take place this current quarter.  Reading’s lowered debt from forgiveness of a portion or all of the US Nationwide Loan 1 and recovery of accrued interest expense on the forgiven principal RETROACTIVE to the Feb 2008 acquisition date is likely to occur during Q4, after Pacific Theater’s audit of Reading’s claim.

RDI has also announced that it has settled its tax dispute with the IRS. Here’s the release:

Reading International Settles Tax Case with IRS

Los Angeles, California, – (BUSINESS WIRE) – July 16, 2010 – Reading International, Inc. (Reading) (NASDAQ:RDI) announced today that its wholly owned subsidiary, Craig Corporation (Craig), has reached an agreement in principle to settle its tax dispute with the Internal Revenue Service (IRS) related to Craig’s tax year ended June 30, 1997. Craig and the IRS are currently in the process of documenting this settlement. The settlement resulted in a 70% concession by the government and will lead to the previously issued IRS Notice of Deficiency, dated June 29, 2006, in the amount of $20.9 million, $47.2 million inclusive of interest, being set aside by agreement of the parties. Reading estimates that, as of the date of this release, Craig’s liability under this settlement is approximately $15.0 million inclusive of interest, although final calculations have yet to be agreed. As of March 31, 2010, Craig had reserved $4.5 million against this liability.

The impact of this settlement with the IRS on Reading is approximately $14.0 million, resulting in a charge against earnings of $9.5 million for the second quarter.

[Full Disclosure:  I hold RDI. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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Hervé Jacques has provided a guest post on the accuracy of guru prognostications. Here’s Hervé’s bio:

Hervé is a veteran of 30-year of market activity on the official sector side (central banks, International Financial Organizations) with first hand experience of FX and fixed income markets. He is now consulting for official and private institutions, targeting International financial organizations, sovereign wealth funds, central banks, commercial and investment banks, hedge funds.

In parallel to his professional career, he has a successful track record as a personal investor in stocks, bonds and commodities over several decades.

His market experience from an unusual perspective (the nexus between policy making and investors/traders) gives him unparalleled insight into the post-crisis world of capital markets.

Hervé Jacques on Guru Calls: Better lucky than smart?:

I came across this today, by accident. Check the date. Yes, it’s 2009.

Makes you modest, doesn’t it? That was back in May 2009. So David got it almost exactly right, month-wise. He was just a year early, as the market didn’t peak until April 23rd, 2010, so about 12 months later. The S&P500 went all the way from 920 to 1217 during those 12 months.

And this was coming from one of the (rightfully) most respected Wall Street voices, at the top of his career, crowning many years of leading presence at Merrill on his valedictorian interview.

Not picking on him here: there are dozens of examples of such calls ending way out of the ballpark, starting with quite a few of mine…

In 2001, the IMF did a 63 country-study on how well economists predicted recessions. The punch line of the result?

“The record of failure to predict recessions is virtually unblemished.”

Goes to show that both the economy as well as Mr. Market do as they please, no matter how intricate the research, how strong the gut feeling and how extensive the experience of whoever places calls, especially as regards the future of stock prices.

David’s point was right, mind you. I would subscribe even today to everything he said, on the fundamentals.

Nevertheless, the “animal spirits”, “market sentiment”, “investor psychology” or whatever you call it meant that Mr. Market would keep going strong for another year, despite all the appropriately highlighted issues.

So where does that leave us? Taking cheap shots at highly respected gurus? Nope.

The lesson is that no matter how authorized the voices, whatever they come up with is one of the potential “states of the world” that will materialize. There is this somewhat sarcastic saying that “promises only commit those that receive them”. I think it applies to forecasting as well.

Any forecast, no matter how carefully crafted, is a probability. Nothing more than that. Which explains, by the way, why we get so many different forecasts, based on so many different expectations, which make the market that superior voting and weighing machine described by Ben Graham.

So next time we read some intricately motivated forecast from a star Wall Street authority, let’s keep in mind that this is just as much as the human mind-at its best? -can conceive, but that reality will result of the competing expectations of millions of other “votes”.

Not necessarily better-informed “votes”, by the way. Which means that the outcome might be less “efficient” than the most carefully forecasted one. Being smart does not always lead to riches, as “the market can stay inefficient longer than you can stay solvent”, as we know.

So, away from philosophy, what does that mean in real trading life?

The practical consequence is that, no matter how strong the gut feeling, how grounded the analytics and how big the firepower backing it, any market position is a bet that needs to be backed by a stop-loss (“risk management”).

Any such position is only based on the existing information (public or private).

Therefore two things can derail the plans: new information (potentially “black swans”, but even more mundane events); and an unexpected reaction of other players (“Mr. Market”) to the existing information. That’s more than enough to mess up the best plans.

As my mom used to say: “Better lucky than smart”.

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In September last year I picked up a small position in Cadus Corporation (OTC:KDUS). The idea was as follows:

Cadus Corporation (OTC:KDUS) is an interesting play, but not without hairs on it. First, the good news: It’s trading at a discount to net cash with Carl Icahn disclosing an activist holding in 2002, and Moab Capital Partners disclosing an activist holding more recently. At its $1.51 close yesterday, the company has a market capitalization of $19.9M. The valuation is straight-forward. We estimate the net cash value to be around $20.6M or $1.57 per share and the liquidation value to be around $23.2M or $1.77 per share. The liquidation value excludes the potential value of federal and New York State and City net operating loss carry-forwards. It’s not a huge upside but it’s reasonably certain, and we think that’s a good thing in this market. The problem with the position is the catalyst. It’s a relatively tiny position for Icahn, so he’s got no real incentive to do anything with it. He’s been in the position since 2002, so he’s clearly in no hurry. That said, he’s not ignoring the position. He last updated his 13D filing in March this year, disclosing an increased 40% stake. He’s also got Moab Capital Partners to contend with. Moab holds 9.8% of the stock and says that it “has had good interaction with the CEO of Cadus, David Blitz, and feels comfortable that he will structure a transaction with an operating business that will generate significant long-term value for Cadus holders.” KDUS could end up being a classic value trap, but we think it’s worth a look at a discount to net cash, and two interested shareholders.

Fast forward to Friday’s close, and the stock is at $1.44. I got out a little while ago as I was liquidating holdings outside of my fund, breaking even on the position. In For Investors, Shaking Up Is Hard to Do (subscription required) Jason Zweig of the WSJ’s The Intelligent Investor column has some background on the goings on in KDUS:

Just ask Matthew Crouse of Salt Lake City. Starting in 2002, he sank roughly $190,000 into Cadus Corp., a classic “value” stock. The tiny company was selling for less than the amount of its cash minus debt.

In February 2009, Mr. Crouse wrote to Cadus, requesting that the board sell the company and return the cash proceeds to investors. He drafted a resolution to that effect, which he asked the board to include in Cadus’ proxy statement when shareholders were next asked to vote.

Yet Cadus didn’t hold an annual meeting last year. One large shareholder says that “time and again, we have brought opportunities [for mergers or acquisitions] to the attention of the board.” Each time, he says, the suggestion was rebuffed or ignored. “It’s been a decade of complete nonaction,” he says.

A little over a week ago—17 months after Mr. Crouse’s letter—Cadus informed him that it will hold its annual meeting on Oct. 6, that his resolution will be included and that the board will recommend that shareholders reject it.

“My goal is to get it on Icahn’s radar screen so that he’ll need to deal with us, not just ignore us,” Mr. Crouse says. “If you push for shareholder activism in other companies, I’d think you’d want to take care of your own.”

It isn’t that simple, Mr. Icahn counters. “We’ve been looking assiduously for three years for opportunities,” he told me this week. “But I don’t want to make a bad acquisition and lose the cash.” He added, “I strongly believe that in today’s type of market we will find a company [to buy] fairly soon.”

Furthermore, Mr. Icahn says, if Cadus distributed its cash to shareholders, it would have no money for an acquisition, losing the opportunity to use its tax benefits directly. “I don’t want to waste $25 million,” he says. Of course, Cadus could still be acquired by another firm that could make use of the tax break.

Cadus is less a company than a publicly traded checking account with a tax perk attached. The insiders are the only ones who can write checks. The minority shareholders can always vote with their feet by selling the stock—although they would have little to show for it.

For the proposal to pass, nearly 90% of all the minority shareholders would have to vote for it, since Mr. Icahn controls 40% of the stock.

I still think KDUS is good value, but the stock doesn’t trade, so good luck getting any. I don’t see Icahn just wasting the tax shelter, some of which starts rolling off in the next few years, but it’s all academic to me.

[Full Disclosure:  No position. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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It’s always fascinating for me to see which posts draw the most attention. Here are the top 10 posts for the last quarter:

  1. Graham’s P/E10 ratio
  2. The long and short of The St. Joe Company
  3. Absolute Return interviews Seth Klarman
  4. Seahawk Drilling (NASDAQ:HAWK) redux and HAWK liquidation values
  5. Whitney Tilson and Glenn Tongue on BP Plc
  6. ROIC and reversion to the mean: Part 1
  7. The long and short of Berkshire Hathaway
  8. Grantham on the potential disadvantages Graham-and-Dodd investing
  9. Seth Klarman sees another lost decade for stocks
  10. Lost Graham speech rediscovered

See you Monday.

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Multpl.com has a handy Graham / Shiller PE10 chart for the S&P500 that updates on daily basis. Where is the PE10 today? 19.93:

Interested in the mean, median, minimum or the maximum? Multpl.com has those too:

Mean: 16.37
Median: 15.74
Min: 4.78 (Dec 1920)
Max: 44.20 (Dec 1999)?

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Ramius Capital has disclosed an activist holding in Aviat Networks, Inc. (NASDAQ:AVNW) (Hat tip Oozing Alpha). I covered Ramius Capital’s white paper The case for activist strategies around 18 months ago. I think the AVNW position, as described by Ramius in the letter annexed to the 13D, is compelling.

Ramius’s “Purpose” set out in the 13D is as follows:

On July 7, 2010, Ramius delivered a letter to the Issuer’s Chairman and CEO, Charles Kissner, the Issuer’s Board of Directors (the “Board”) and the Issuer’s Chief Financial Officer, Thomas L. Cronan III (the “July 7 Letter”). In the July 7 Letter, Ramius expressed its belief that the Issuer’s Shares are deeply undervalued and significant opportunities exist to improve the Issuer’s operating performance based on actions within the control of management and the Board. Ramius stated that the Issuer’s current market price clearly indicates that the public market is attributing essentially no value for the Issuer’s operating business and reflects a lack of confidence in the Issuer’s business strategy. Ramius also expressed its concern that the Issuer has taken little action, to date, to adjust the cost structure in-line with current business prospects, specifically noting that, while revenues have declined since fiscal year 2008, operating expenses have actually increased over the same period. Ramius further stated it believes a significant opportunity exists to adjust the cost structure of the Issuer to achieve acceptable operating margins, even at the current revenue run rate, and urged management and the Board to focus its attention on driving cost improvements by re-focusing on the Company’s core businesses and de-emphasizing growth investments in non-core product lines such as WiMAX. Ramius concluded the July 7 letter by stating it has a strong vested interest in the performance of the Issuer as one of the largest shareholders and hopes to work constructively with management and the Board to unlock value for all shareholders. A copy of the July 7 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The July 7 letter is as follows:

July 7, 2010

Mr. Charles D. Kissner
Chairman and Chief Executive Officer
Aviat Networks Inc.
5200 Great America Parkway
Santa Clara, CA 95054
CC: Aviat Networks Board of Directors
Thomas L. Cronan III, Chief Financial Officer

Dear Chuck:

As reported this morning in a 13D filing with the Securities and Exchange Commission, Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC, and certain of its affiliates (collectively, “Ramius”) owns approximately 6.2% of the shares outstanding of Aviat Networks Inc. (“Aviat” or the “Company”), making us one of the Company’s largest shareholders. As we have outlined below, we believe that Aviat is deeply undervalued and significant opportunities exist to improve the operating performance of the Company based on actions within the control of management and the Board of Directors (the “Board”). Over the past several months, we have had in-depth discussions with the Company’s former Chief Executive Officer, Harald Braun, as well as the Company’s Chief Financial Officer, Tom Cronan, regarding our concerns about the deteriorating financial performance of the Company and the lack of action to adjust operating expenses in-line with the Company’s current business prospects. We look forward to continuing these discussions with you and expect that swift actions will be taken to address these concerns and unlock shareholder value.

At the current time, the public market is attributing almost no value for the operating business at Aviat. As depicted in the table below, the Company ended the last quarter with approximately $390 million of current assets including assets such as cash and cash equivalents, accounts receivables, and inventory. After subtracting the total liabilities of the Company from this amount, the Company is left with nearly $200 million of net current assets, or $3.35 per share. We believe this methodology provides for a fair assessment of the potential liquidation value of the Company’s balance sheet. The current stock price of $3.46 represents a mere 3.3% premium to this value clearly indicating that the public market is attributing essentially no value for the Company’s operating business. This analysis does not even take into account the value of Aviat’s long-term assets of $61 million, or $1.02 per share, which, when added to net current assets of $3.35 per share, equates to tangible book value of $4.37 per share.

We believe the current market price reflects a lack of confidence in the business strategy at Aviat. Over the past two years since FY 2008, revenues have declined by over $200 million. Yet, as shown in the table below, operating expenses have actually increased over the period by approximately $3 million. This has resulted in nearly a 70% decline in Adjusted EBITDA in just the past two years.

Aviat has taken little action, to date, to adjust the cost structure in-line with current business prospects. In fact, the Company has publicly stated that the current cost structure is designed to achieve a target operating margin of 10% only if quarterly revenues reach $150 million. For each of the past three quarters, revenues have been approximately $120 million and revenue guidance for 4Q 2010 is in a range of $120 million to $130 million.

Based on our research and analysis, we believe a significant opportunity exists to adjust the cost structure of Aviat to achieve acceptable operating margins even at the current revenue run rate. This can be achieved by re-focusing the Company on its core wireless backhaul and private network businesses and de-emphasizing growth investments in non-core product lines such as WiMAX. Our estimates indicate that the Company is currently spending between $15 million and $20 million per year on the WiMAX initiative. To date, the Company has recognized negligible revenues from this business making it a substantial drain on Company resources.

Additionally, the Company has made substantial investments in sales and marketing and research and development to drive penetration into new geographic markets. We believe the Company should focus its resources on markets where it has substantial penetration, a large installed base, and a stable pricing environment. In other non-core markets the Company should look for opportunities to utilize distribution partners or exit.

Even if you assume that the Company can only reach 50% to 75% of its target operating margin of 10% due to lower revenue levels and less absorption of overhead costs, the results still imply that Aviat is significantly undervalued. As demonstrated in the table below, at an annualized revenue run rate of $120 million per quarter and a 5.0% to 7.5% operating margin, Aviat would be trading at an Enterprise Value / EBITDA multiple of between 1.3x and 1.6x. The two closest public competitors, Ceragon Networks Ltd. (CRNT) and DragonWave Inc. (DRWI), currently trade at Enterprise Value / forward EBITDA multiples of 6.5x and 3.5x, respectively.

We believe this analysis clearly demonstrates that with prudent cost management, Aviat has the potential to generate substantial earnings and cash flow implying an extremely low valuation both on an absolute basis and relative to its peers. To that end, we urge management and the Board to focus its attention on driving cost improvements by re-focusing on the Company’s core businesses.

We greatly appreciate the time that Mr. Braun and Mr. Cronan have spent with us over the past several months and look forward to having an active and productive dialogue with you going forward. As one of the largest shareholders of Aviat, we have a strong vested interest in the performance of the Company and hope to work constructively with management and the Board to unlock value for all shareholders.

Best Regards,

Peter A. Feld

Jeffrey C. Smith

Ramius LLC

[Full Disclosure:  I hold AVNW. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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