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Spinoffs: Looking For Value

Investing in and around spinoffs has been an extremely lucrative endeavor over the past decade, according to the Nov. 30 issue of Value Investor Insight. Indeed, since the end of 2002, Bloomberg has maintained a U.S. Spin-Off Index, which tracks the share prices of newly spun-off companies with market capitalizations of more than $1 billion for three years after they begin trading. Over the near 13-year period tracked, Bloomberg’s U.S. Spin-Off Index has risen 557%, compared to a return of 137% for the S&P 500. Moreover, spinoff activity is close to an all-time high as companies, spurred on by activists, try to unlock value for shareholders by splitting up their businesses. This year’s total number of spinoffs is expected to be 49, the fourth-highest level on record. However, more often than not, due to a number of factors, spinoffs are mispriced by the market, which can lead to some very attractive opportunities for value investors. In this month’s issue of Value Investor Insight , four spinoff experts – Murray Stahl of Horizon Kinetics, Joe Cornell of Spin-Off Advisors, The London Company’s Jeff Markunas and Jim Roumell of Roumell Asset Management – discuss the key factors that lead to spinoff mispricing and where they’re looking for opportunity today. (click to enlarge) Spinoffs: Four key factors There are four key structural factors that can lead to spinoffs being mispriced : Limited information – The documentation filed with the SEC when companies split can be quite complex, and the pro-forma financials can be difficult to analyze. Moreover, analyst coverage tends to be limited, and investors, rather than do the legwork themselves, would rather look elsewhere. Forced selling – A spinoff may see a parent company force a SpinCo onto a shareholder that doesn’t want, or legally can’t hold the shares, which will lead to selling. An S&P 500 Index fund can’t own a spinoff company outside the index, for example. Sandbagging – SpinCo managements usually receive significant financial incentives to underperform and over-deliver. Top managers’ incentive stock plans are typically based on average share prices of the spinoff company for the first 20 or so days of trading after the spinoff, which can lead to sandbagging of the highest order before those prices are locked in. ” Capitalism works ” – According to Value Investors Insight , when a SpinCo leaves its parent, “pent-up entrepreneurial forces are unleashed” as “the combination of accountability, responsibility, and more direct incentives take their natural course.” In other words, without the parent, the newly independent company can take advantage of capitalist forces to improve performance. Spinoffs: Looking for value So what do the experts look for in a good spinoff? According to Murray Stahl of Horizon Kinetics, there are four key characteristics to look for when a company spins off an unwanted subsidiary or division. First, a higher-margin business is spinning off a lower-margin business. Second, CEO movements. If the CEO of the larger company decides the best place to be is with the spinoff it’s, “a message to heed.” There’s also the capital structure of the SpinCo to consider. Too much debt dumped on the SpinCo from the parent can be a burden that haunts the company and strangles growth. That said, if figures show that the debt can be paid down over time, this creates an opportunity, like a publicly-traded leveraged buyout, according to Murray Stahl. And the last spinoff situation that creates an opportunity for profit is the very small spinoff that those engaged in industrial-scale money management are unable or unwilling to own (market cap

S&P 500: The Perfect Short

Summary Valuations at their highest levels in over a decade on a price/book, price/sales, and price/cash flow basis. Buy backs / M&A now representing 70% of all buying volume. Declining market breadth. The world is back to normal. The S&P (NYSEARCA: SPY ) is ~1% from its high, China is stabilizing, the U.S. is adding jobs, average hourly earnings are rising, and Dennis Gartman is ever so slightly long crude. This change in sentiment from the August lows led to the largest point rally in history, significantly weakening bear sentiment among individual investors, asset managers and the boys/girls with leverage, shown below. (click to enlarge) (click to enlarge) While the vicious upward move shook a lot of bears, including myself on the second leg, the concerns voiced during the sell-off are still present today, if not worse; however, the market seems to be operating under the assumption that everything is normal again given its recent price action, bringing me to one of my favorite graphics (note “return to normal.”) Yours truly, the S&P. (click to enlarge) So here we are, hovering around all-time highs with: Valuations at their highest levels in over a decade on a price/book, price/sales, and price/cash flow basis The largest amount of non-gaap adjustments as a % of total earnings since 2009 Buy backs / M&A now representing 70% of all buying volume The highest amount of corporate leverage in history Companies issuing debt to buyback record amounts of stock (’00, ’07) Two quarters of negative earnings growth 80% of IPOs with no earnings (last seen in 1999) A dollar that is breaking out 9.6 trillion of foreign debt denominated in dollars The highest sales/inventory levels since 2008 Declining market breadth Eerily similar price action to 2001 and 1937 And A Fed that “is definitely raising rates” in December With this as the backdrop, my view is that the path of least resistance is to the downside. I see an 8% chance that we break the previous highs. If that is that does manifest, a blow-off top may be in the cards. Valuations: I detailed in my previous post on gold (NYSEARCA: GLD ) that the current market multiples across a series of valuation metrics are the highest we have seen in 10+ years. This is by no means an indication that the market will go down, as something overvalued can become additionally overvalued, but should be used as an indication of how far the market could move under a perception change, which I believe we are currently undergoing given two quarters of negative earnings growth. As you can see below, the S&P currently trades at a price-to- EBITDA multiple of 10.4x, roughly in-line with the tech bubble. That turned out well. (click to enlarge) H/t @Jpcompson Buying Volume: In a recent interview , Ray Dalio sat down with Tom Keene and Michael McKee to talk all things markets. While the headline news was Ray calling for additional easing (QE4), his comments on buying volume were just as interesting. DALIO: American businesses right now are the number one thing is they’re flush with cash. And as a result, the biggest force in the stock market right now is the buy backs and mergers and acquisitions. So something like 70 percent of the buy, the buying in the stock market, is along those lines. So the largest buyers of stocks are corporations themselves. Think about this for a minute. 70% of the buying volume is coming from corporations not market participants. Companies typically buy back their stock for a few reasons: The stock is cheap, i.e. (NASDAQ: AAPL ) There is a lack of investment opportunity/uncertainty Artificially inflate EPS With that being the premise, let’s look at the current environment. Stocks are clearly not cheap, although value can still be found ($AAPL). The domestic economy according to many economists and pundits is doing “fine,” so there should be plenty of investment opportunities. So by process of elimination, companies are levering up to reduce shares out, in turn artificially inflating numbers and making their stocks look cheaper than reality. If companies are deploying capital to buy their stock at 16-17x non-gaap earnings (30+x gaap), the return over the following year would need to be 17% (30%+) to justify the investment. What we are witnessing is one of the most value destructive deployments of capital in history that will reemerge in future earnings, or the lack of. Corporate Leverage / Buy Backs / Cash Usage: The process of levering up to buy back stock is a direct effect of ZIRP and lack of corporate discipline, as companies allocate cash to please shareholders rather than invest in the future of their businesses. Goldman Sachs details this in the chart below. As you can see, buy backs as a percentage of total cash use has doubled since 2009 when stocks were arguably the cheapest. The percentage of cash used for CAPEX is 30%, or 2% off the lowest level seen in the past 16 years. Cash used to invest in growth is also near the lowest levels seen since 1999, while cash returned to investors nears an all-time high. (click to enlarge) Due to the abundance of short-termism, corporate leverage, buy backs and debt issuance are at or near the highest levels we have seen in 25, shown below. This is in the face of back to back quarters of declining sales and earnings growth, according to FactSet. Excessive leverage is akin to running a marathon with a 100 pound weight on your back. That said, earnings growth in the face of a stronger dollar, global slowdown, wage inflation, corporate leverage, higher rates, and diminishing CAPEX leads me to believe the past two quarters of declines are just the beginning. (click to enlarge) Forward Estimates: Wall Street analysts currently see earnings growing substantially over the next year as FactSet highlights below. While this is completely possible, I’m not sold given the trends that we are seeing today. Friday’s jobs report showed the strongest average hourly earnings y/y growth since 2009, reinforcing corporate comments on wage inflation. Barbarian Capital had a great post recently highlighting restaurant wage pressure, which he views as a good proxy for the following reasons: “The US food service labor market is probably the deepest and most liquid labor market in the US. At the entry level, there are no entry barriers either in terms of credentials or task skills (people already make sandwiches and wash dishes at home).” “The labor force in the industry is big: 14 million people, or about 10% of the labor force” “Employee turnover is very high : it was 66% in 2014 and 81% in 2007 (chart at the bottom of the linked article). So at the entry level, 100%+ turnover is likely the norm. This means that employers, as a whole, pay the market rates: there is no lag or scheduled increases (ex of local min wages), unlike professional or unionized industries” “Publicly traded restaurant companies generally report direct labor costs in their filings, unlike retail establishments (another large liquid labor market). My impression is that this fosters labor discussions more often than in retail.” Here are a few of the many examples of wage inflation outlined on recent conference calls: Historically, SG&A has been ~17% of sales, COGS ~66% of sales, interest and taxes ~5% of sales, depreciation and other ~5%, leading to a 9% EBIT margin (note this is as of 2013.) Over this period, yields, the employment cost index, and effective corporate tax rates have all fallen, providing a tailwind to operating earnings. While the quality of gains in the jobs report are debatable, it is clear that the risk is to the upside on wage inflation, which will clearly have an adverse effect on operating income. And given the fact that Bernie Sanders is somehow in the presidential race, who knows where corporate tax rates will be. I am assuming that taxes remain around current levels and spreads widen (outlined below), which will further reduce the operating earnings. Below are the Wall Street margin assumptions that get you to $128 in earnings power for FY16. While the trend looks like it is about to roll over, people much smarter than I are forecasting continued expansion. I’ll take the other side. H/t @Callum_Thomas As I previously stated there is clearly some wage pressure being felt by corporations. At ~17% of sales (likely lower given additional items in SG&A), that alone puts material pressure on margin expansion, but price and COGS are the real levers here. Price – COGS (66%) = Gross Margin. I’m no economist, but when there is demand for goods, a seller is likely able to raise prices at a faster clip than the costs of those goods, in turn increasing margins. That being said, below is a chart of the personal consumption expenditures deflator showing that inflation is near post crisis lows and almost negative. H/t @Mktoutperform Core PCE is much stronger, but again minimal signs of inflation given its current downtrend. (click to enlarge) So as prices of goods and services continuously trend lower, how is it that margins will expand from here if Price – COGS = GM, especially given the recent dollar strength and a 70% chance of a hike in December. In addition, it will be very difficult to raise prices given current inventory levels. The inventory to sales ratio shown below was last seen during the financial crisis. Forced liquidations and falling orders is likely not good for margins. (click to enlarge) Corporate Leverage: To recap, we have the highest valuations in the past 10+ yrs, multiple factors are putting downward pressure on margins, and record amounts of corporate leverage is being used to purchase stocks at nose bleed valuations. This brings me to the leverage part of the equation. As shown below, the median debt-to-EBITDA ratio for both investment grade and high yield bonds is at the highest level since 2005, which is being accompanied by rising default rates. I am not an economist nor a credit analyst, but given the trends I’ve highlighted above I can make a pretty strong case for why this will likely deteriorate further. (click to enlarge) Rising spreads will have an adverse effect on earnings and make it increasingly difficult to refinance given that ~30% of the aggregate S&P debt matures in the next three years. (click to enlarge) As you can see below, junk bonds are rolling over again even as the market nears all-time highs. The same is true for investment grade corporates. I will put my money on bond market here. H/t @Callum_Thomas Breadth: Under the surface the S&P is losing steam, as the leadership of the market has narrowed substantially over the past few months. This has been evidenced by the difference between the S&P and the equally-weighted ETF, the RSP . As you can see the RSP:SPY ratio is breaking down to 2 year lows. Here is a chart from @NorthmanTrader that further illustrates the discrepancy. (click to enlarge) In addition, the number of stocks above their 200 day moving average and the current downtrend is indicating waning breadth. This further illustrates to me that the path of least resistance is to the downside. (click to enlarge) The Fed And The Dollar: The Fed’s recent commentary strengthened my view that their credibility, like the market’s breadth, is waning. From the press release: “household spending and business fixed investment have been increasing at solid rates in the recent months.” What are they looking at? Source: Zerohedge The committee then states the “pace of job gains has slowed,” and longer term inflation expectations remaining stable. This is clearly not the case as illustrated by the PCE deflator above. But fear not, the committee, “expects inflation to rise gradually toward 2% over the medium term as the labor market improves further” from its recent slowing. The illustration below from @NotJimCramer gives you an idea of the Fed’s talk and lack of action. (click to enlarge) The first thing that came to my mind was: www.youtube.com/watch?v=eKgPY1adc0A The Fed got their wish last Friday with a blowout jobs number, sending the Fed Fund futures probability of a December hike to 70% and moving the dollar up with it. In my opinion, the last thing the world needs right now is a stronger dollar. There is roughly 9.6 trillion of foreign debt denominated in dollars, 3 trillion of which has been added by emerging markets since Lehman. With global demand slowing, sovereigns are forced to devalue their currencies, in turn strengthening the dollar without the Fed’s move. It is my view, that there are currently multiple reflexive relationships that will force the Fed to hold off on hiking rates. Should the Fed hike, which the market and participants seem to believe is a foregone conclusion based on a jobs number that under the surface was not great, the dollar will: Hinder the repayment of emerging market debt Further reduce commodity prices, which will in turn hurt earnings and likely result in an abundance of defaults given the amount of debt tied to commodities Make U.S. goods less attractive, in turn further reducing sales and earnings That said, I am sticking with my view that the Fed is trapped in a corner and the next move will be to ease or cut rates, which has recently shown up in their verbiage. Price Similarities: In turning to history as a guide of the future I looked at 2001. The blue line is the S&P from 10/16/1998 to 12/20/2000 and the red line is the S&P from 10/10/2014 to present. As you can see the price action is almost identical. The next leg is clearly lower and should manifest over the next two weeks. Nautilus provides an additional analog comparing 1937 to today. Note the 93% correlation. Conclusion: Based on the evidence provided above, it seems the path of least resistance is to the downside. My thesis will be wrong should the following manifest: The dollar weakens significantly, aiding commodity prices, U.S. sales, and earnings Short-term: the market moves to all-time highs on increasing breadth Inflation increases significantly Wage pressures dissipate Spreads tighten Corporations halt buybacks and invest in the future at similar historical levels. (Although this would cut the current bid) The market fails to follow either analog sequence I am agnostic to the Fed in relation to my short thesis on the S&P. I believe a hike from them would be extremely detrimental to the macro economy, but the failure to hike can be as destructive. Feedback welcomed.

Rebutting Bogle On International Investing

John Bogle recently stated that he does not invest overseas. Much of Bogle’s good fortune is luck and has to do when he was born. Some of the best companies in the world are international. John Bogle, founder of Vanguard and major proponent of index funds, recently stated that he does not invest overseas. This article will discuss why it is a bad idea to follow this particular piece of advice and lay out why an investor should hold stocks and funds based in foreign countries. There is no doubt that the Vanguard S&P 500 Index (MUTF: VFINX ) has worked well for Mr. Bogle. According to this handy little calculator that I found, the S&P has averaged 11.217%, with dividend reinvested, over the last forty years. I’ll use 40 years for two reasons: that was when Vanguard was founded and that was the year I was born. You’ll see why I added myself into this equation pretty soon. A few years ago, I heard Mr. Bogle speak to the CFA Society in Los Angeles. He stated that an attorney for Vanguard invested in the fund back then. According to my calculations, $10,000 would now be worth $212,000. With that type of return, you’d be beating your chest too. I started my career at Merrill Lynch (NYSE: BAC ) in Naples, Florida, in the summer of 1998. Since then, the S&P 500 has averaged 5.813%, with dividends reinvested. Pretty dismal. I’ve been in the business for a little over 17 years. $10,000 invested in the S&P 500 would now be worth $16,130. I wonder if anyone would have done business with me had I told them that I thought they get a little over 5% a year? Back then, the famous Merrill Lynch Cash Management Account (CMA) was paying 5% in its money market. So why would I be bold enough to interject my own experiences with the great John Bogle? To prove a point. Much luck in life depends upon when you were born. Mr. Bogle was born on May 8, 1929. Mr. Bogle’s life went something like this: he was born during the stock market crash of ’29 and was brought up during the Great Depression, was a teenager during World War II, attended college in the late 1940s and early 1950s, and then went to work when the U.S. was booming. In John Bogle’s investing life, he hasn’t really experienced a bad market. Sure, he lived through the 1973/1974 crash but it quickly recovered in 1975. Sure, he lived through the 2008/2009 crash but it too recovered. For the last 30 years, interest rates have been falling, Baby Boomers have been driving the economy, and the stock market has exploded. I’d put all of my money into an S&P 500 fund too. In the interview with CNBC mentioned above, Mr. Bogle stated that he did not like investing in international funds. Why would he? If you can make 11% returns investing domestically, why do anything else. However, the world has changed and it would be foolish to eschew foreign stocks. What company is the number one beer manufacturer in the world? Anheuser-Busch InBev (NYSE: BUD ), which is based in Belgium and denominated in the euro. What is arguably the number one food manufacturer in the world? Nestle ( OTCPK:NSRGY , OTCPK:NSRGF ), which is based in Switzerland and denominated in the franc. How about automotive? Toyota ( TM or Volkswagen ( OTCQX:VLKAY , OTCQX:VLKAF , OTCQX:VLKPY ). Or tractors? CNH Industrial (NYSE: CNHI ). Distilled spirits? Diageo (NYSE: DEO ) or Pernod Ricard ( OTCPK:PDRDF , OTCPK:PDRDY ) are the undisputed leaders in liquor. Mining? There are too many miners to mention and the U.S. has none of them. The U.S. is number one in only a few categories: technology, finance, oil and gas, entertainment, and maybe real estate. Sounds like a pretty lopsided portfolio. Many of the industries above like beer and liquor have long track records of dividends and high profit margins. Tech companies on the other hand come and go. Name a tech company that has been around since the 1960s other than IBM (NYSE: IBM ) and Hewlett-Packard Co. (NYSE: HPQ ). I will give Bogle one thing. At this point when comparing international funds to domestic, domestic funds win. Of course, we are measuring at a high point. The American markets are close to an all-time high and the US dollar has been very strong. Go back a few years and it’s a different story. Go forward a few years and it may be different too. There are many text book reasons to invest internationally. One is to reduce volatility. When your US funds are zigging, your foreign funds will be zagging. John Bogle has had a storied investing career but has had substantial tail winds. Folks born in my generation have witnessed nothing but mediocre returns and view the financial markets with a jaundiced eye. I love the stock market and truly feel that there are better years ahead (just not for the next 10 or 15). I feel that the Millennials will be buying my stocks as I am getting into retirement. If you are an index fund person, consider the Vanguard Global Equity (MUTF: VHGEX ) or add an international fund like Vanguard International Explorer (MUTF: VINEX ).