Showing posts with label net-net. Show all posts
Showing posts with label net-net. Show all posts

Friday, September 9, 2011

The ironic Ichan cigar butt and other piles of cash

Cadus Corporation is a literally a pile of dollar bills for 80 cents.  Greenbackd originally wrote it up 2 years ago (link) and I've kept an eye on it since.  Nothing has really changed in the past 2 years except that a few million tied up in a stock fund has been converted to cash.  Carl Icahn owns 40% of the company and more or less calls the shots.

Icahn's presence is a mixed blessing.  On the face of it, Icahn is a savvy investor and will make good use of the shell.  That has been the premise for the past 10 years though.  Last year, Jason Zweig at the WSJ wrote an article on the company and the investor fatigue over a lack of action, which Greenbackd also chronicled and doesn't require a subscription to read (link).  There's a write up on Cadus from 2003 at the Value Investor's Club as well (link).  I can't really think of a longer time horizon for an investment.

My point is that Cadus is far from a well kept secret.  Greenbackd has written about them, Carl Icahn is involved, the WSJ knew about them, and the same thesis was being touted in 2003 for the company.  Nobody seems to give a shit.  Based on his inaction, even Carl Icahn seems to not care, hence the irony for a man who demands action from others.  To rehash the premise:

There 13,144,040 shares outstanding and $23,565,567 in cash on the balance sheet as of June 30, 2011.  This is $1.79/share in net cash compared to a share price of $1.37, so it is trading for close to 77 cents on the dollar.  The real upside kicker in this situation is the tax losses detailed below:



 
Net Operating
Research and Development
Year
Loss Carryforward
Credit Carryforward
2011
$1,044,000$310,000
2012
6,950,000725,000
2018
8,949,000935,000
2019
5,810,000565,000
2020
275,000-
2021-2030
2,517,000-


The tax loss carry forwards total $25m.  This creates a side pocket of value that may or may not be exploited.  The looming expiration of $7m in of credits in 2012 might spur some action on behalf of the owners to make use of the cash.  At this point in time, the tax losses being used seems like a given since the company would have otherwise liquidated.  A few weeks ago, a director resigned, although no details were given.  Does this mean something is afoot?  I don't know.  


There's two things I want to highlight.  First, tax credits obviously expire in the short term.  Does this mean that something will be done?  I have no insight into that.  On one hand it would seem logical, on the other hand what's the rush?  There would still be $18m of tax credits, so it does not fundamentally change the appeal of the shell.  I'm unimaginative, but it would be hard for a $23m investment to generate taxable income of $8m in the next 16 months without impairing the principal value.  The business is not properly registered under the 1940 Investment Company Act to earn most of its profits from investing in public equities, although I might be incorrect.  This is really just tea leaf reading and I is quite illiterate.


The second thing that gives me pause is that I can't be the only person to recognize this.  Hypothetically, if the next 16 months pass with no action, even more investors might be fatigued.  They might sell and there would be even less willing buyers.  It's not that I'm worried about potentially holding something with a 25% loss when the cash balance remains unchanged, it's that such an occurrence will have zero impact on management's desire to act and there is an opportunity cost to this.  So an investor today could end up holding an illiquid security where they can only get back 75% of their cost for years when tons of other opportunities pass by.


That being said, it seems foolish to extrapolate non-action into the future.  It certainly is frustrating to see that nothing has been done in ages.  It is the same dynamic many large cap value stocks that haven't moved in 10 years but their multiples have compressed.  Yes the stock hasn't done anything in a decade, but underlying business is in fine shape and it trades at a pretty big discount for an easy to establish liquidation value.  


If we were to do a comparative valuation, there are 2 other micro cap cash piles controlling shareholders that I know of: Peerless and CoSine.  Peerless trades a shade above its net cash position, but has positive cash flow and a controlling shareholder.  Peerless seems further along towards making use of the cash as detailed on Gator Capital (link).  


CoSine on the other hand has $2.06/share in net cash against a market price of $2.04/share.  In a similar vein, Steel Partners has a controlling stake in Cosine.  Steel Partners is actually run by a former Icahn protege.  Despite having a near identical cash pile situation and most importantly, cash burn, it trades for cash instead of 77% of cash like Cadus.  Cosine has close to $600m in tax loss carry forwards in applied to federal, state, and capital gains taxes, which is a massive tax shield for practically a business of any size.  


Both Cosine and Cadus are in similar phases of being a cash pile with NOLs.  There isn't much action going on or signs of pending action.  Cosine's situation still has several years to go before it experiences the same investor fatigue as Cadus.  While Cosine has a large hidden asset with its NOLs, the market is not applying much of a cash burn discount to the valuation.  


These certainly aren't sexy stocks, but it's pretty hard to lose a lot of money when all you do is hold on to it.  Even for an investor with $500 to invest, these are illiquid stocks.  As I said above, you could end up carrying a position at a 25% loss for years before you realize a gain.  I don't have a position in any of the stocks, and so naturally fantastic things for all stakeholders will happen within the next 6 months.  I'm fine with that.  


I'd be interested in hearing anyone's thoughts about these types of investments from a practical or philosophical point.  These aren't typical cigar butts since they aren't operating businesses, although this minimizes risk in some aspect.  They have a certain Taleb-like quality in that they slowly bleed but have this abstract potential for high upside given enough time.

Monday, June 6, 2011

Hilltop Holdings - holding on to a hill of cash

Gerald Ford was 38th president, but the Gerald Ford that interest me is the Gerald Ford who made a bundle in buying up busted banks.  He has been profitably investing in banks for over 30 years and has become a billionaire as a result.  He has several vehicles through which he has been investing in financial companies in the aftermath of the credit bubble.  Hilltop Holdings is one of them.  While blindly following the money is not the most prudent investment strategy, the price of Hilltop appears to offer some room for error and recent events might give some confidence that the company is profitably executing its strategy.  The company trades at 82% of book value, which is quite a discount for a $468m net cash position, a $50m loan with warrants, and a profitable insurance business compared to a $536m market cap.

Hilltop Holdings (HTH) has two buckets, the first is comprised of an insurance company that sell fire and homeowners insurance on manufactured/low value homes predominantly in Texas and a small amount around in other southern states.  The insurance division was acquired in 2007.  The second is a pile of cash.  The pile of cash was also acquired in 2007 in exchange for all the assets of the trailer parks they owned and managed  (the company refers to them as manufactured home communities, but I think this means trailer parks).  Gerald Ford became involved in 2005 and affected this change in 2007 when he became Chairman.  The stated plan for the pile of cash is to make opportunistic acquisitions, ostensibly in the insurance and banking sector based on Ford's expertise.

I'm not knowledgeable about insurance, but from the look of it, the business, called NLASCO, has been underwriting profitably with the exception of 2008 in recent years.  As a property and casualty insurer though, the business is lumpy. It was acquired for $122m in 2007.  The filings break out the operations of the insurance company as the income statement includes the additional expenses of personnel and consulting for finding uses for the companies cash.  I dont' have any strong opinions about this business.  Hilltop bought the company in 2007 and has been conservative in accounting for losses judged by retroactive adjustments (minimal) to claims and keeping its combined ratio under 100 in most years.  So far the return on the investment hasn't been impressive.  Net Income was $6.6m and $7.1m in 2009 and 2010.  Subtracting the net cash position from the market cap, the market seems to be valuing this business in the $18m range or 2-3x earnings.  There isn't much upside form this though because it is quite small relative to the overall market cap.  A repricing to 8x earnings would only mean the stock price increases 5% so while you are getting a good deal, the upside is minimal.

The second bucket is the cash/investments portfolio.  The company is loaning $50m to SWS, a full service brokerage and bank in Texas, at 8% for 5 years in exchange for warrants to purchase 8,695,652 shares at $5.75 each.  This was in response to a buyout offer the bank received for $6.25/share from Sterne Agee.  While I don't know if it applies to this specific deal, these types of deals are usually done because management doesn't want to lose their jobs so they throw shareholders under the bus.  Hilltop is on the beneficial side though because it is getting a great deal (warrants are already in the money) and getting a seat on the board so that SWS can't do to them what it is potentially doing to its current shareholders.  They stand to make some money on this and it is nice to see the cash being spent on promising deals like this.

Gerald Ford owns/controls 26.6% of Hilltop through Diamond Financial, a partnership that Ford is the sole general partner.  Diamond Financial has a consulting agreement with Hilltop where in exchange for $104,000 a month, DF provides financial and acquisition evaluation.  Gerald Ford has also installed Jeremy Ford as CEO, who is his son.  His background is at his fathers various investment vehicles and some investment banking.  Jeremy Ford's brother-in-law is the General Counsel of Hilltop as well.  Hank Greenberg used to say "All I want in life is an unfair advantage."  Nepotism is one of them.

One of the more recent public investments of the Ford clan is First Acceptance Corporation, a direct competitor of Affirmative insurance, which I've written about previously.  First Acceptance has been a real dud.  It was a cash pile several years about before it acquired FAC and has lost 80% of its value since then.  While Ford is a billionaire, that doesn't make him a legend worth investing alongside.  I don't doubt that Ford the elder with his large stake is looking over his son's shoulder, but the mixed investment record doesn't make me want to follow the Fords into Hilltop.  Ford the elder has been making some interesting private investments in distressed financial companies, so it's difficult to know where his priorities are when it comes to directing opportunities to his various entities.  If that is the case, Ford the junior is the one with more authority to invest Hilltop's cash.  He doesn't have the same record as his dad nor the same ownership stake (unless he is invested through the same vehicle of which Ford the elder is the general partner).

While the downside is pretty limited at this price, I don't see tremendous upside.  Gerald Ford is well positioned to make money buying up distressed banks.  He has already made some moves, but not to the benefit of Hilltop shareholders.  The SWS loan is a step in the right direction, but represents only 10% of the company's cash prior to the investment.  Patience and discipline are admirable, but the unexciting NLASCO acquisition, the failure of the FAC acquisition at a prior cash pile company (Liberté Investors, now FAC) and the uncertainty as to Gerald Ford's priorities means that the patience and discipline might not pay off.  There are plenty of opportunities to invest alongside investors with better track records who have strong balance sheets to take make opportunistic investments à la Berkshire, Leucadia, Brookfield Asset Management, Loews, etc.  Although the discount to book is interesting, one must also recognize a poor comparative track record and uncertain alignment of interests compared to other publicly traded investor bandwagons on to which you can jump.

Give Andrew an opposing opinion on HTH