Last Monday I purchased shares in Norsat International, and so far I’m up 22%. The story is evolving faster than I had anticipated…
NSAT is a small Canadian manufacturer of satellite components, and yet another stock which was trading at very cheap multiples (6x EV/EBITDA, 1.3x Price/Sales, 1.2x Price Book, very little debt) due to negative investor sentiment towards the satellite industry in general. Norsat specializes in custom, rugged, portable satellite equipment. I have some (small) experience using satellite equipment myself from the military. Compared to cell phones or landlines, satellite is far from perfect in implementation, but also far better than nothing at all.
Viasat’s aggressive new Ka band satellite launches have been turning up the heat on an already precarious industry. Bankruptcies and mergers still loom for satellite providers due to a lot of satellite oversupply coming onto the market. More competition between Ka and Ku band providers should result in lower costs of renting satellite bandwidth, which is a good thing for satellite customers, and ultimately, the manufacturers making the equipment to connect to the satellites. Consequently, NSAT is showing solid EBITDA and margin growth as they roll out Ka band equipment alongside their existing Ku gear.
Norsat had suffered from poor management and lack of profitability about a decade ago before bringing on CEO Aimee Chan, who has cut costs and swung the company back to the black. About 6 months ago the firm published a press release stating that it had received multiple buyout offers, including one from Privet Fund LP for $8.00. I was surprised to see a company which had such good upside optionality only trading at $8. Privet had taken a 17.6% stake in the common shares, which perhaps convinced investors that this was a done deal, but it is often the case that companies receiving buyout offers trade through the initial offer price. The valuation multiples I mentioned above along with the emphasis on the phrase “multiple offers” piqued my interest further. I made this a mid-sized position at $8.
The stock shot up on Friday after Privet Fund raised its initial offer from $8/share to $10.25/share. Given the aggressive interest from Privet I am a bit puzzled about why the stock is only trading at $9.80 as of the end of close Friday. At 8x EV/EBITDA NSAT is no longer what I would define as cheap, but it isn’t rich either. I plan to keep holding for now.
We must all suffer one of two things: the pain of discipline or the pain of regret or disappointment. – Jim Rohn
Be fearful when others are greedy. Be greedy when others are fearful. – Warren Buffett
My best performer for the past 4 months, Willdan (Ticker: WLDN) might also end up being my biggest regret for two reasons:
My initial position was in too small a size, about 0.05% of my portfolio.
Momentum could carry it further.
I bought in November soon after the election when it became clear that infrastructure was going to be an actual priority. WLDN had been growing a lot and wasn’t expensive for the growth at the time. So I took a small position around $19/share and sold after last week’s earnings report at $33. The earnings results themselves were fine and the company sounded solid, but the multiples have blown up on this name.
My initial decision to research WLDN came from this write up. I didn’t know much about the company going in, but similar to my other small bets (VG, RSYS, TSL, and RDCM), my intention was to start small and add to the winners. This one got away from me, and at a TTM EBITDA of 20x, a Forward P/E of 25x and no defensible moat that I can see, I can’t justify holding on. I have to obey the iron law of valuation, even/especially when it’s tempting to say “but this time is different”. So I’ll choose the pain of discipline – look for other stocks with more attractive intrinsic valuations, and size my initial position appropriately.
In the short-term I think WLDN may go higher still, and if I had a larger position to begin with I could have trimmed rather than exiting. Lately I’ve been working harder to start every position with no less than a 3% position, which should help me to avoid having to bail from another runner like Willdan earlier than I would like.
This investment worked in part because the valuation was so cheap that I was never sweating getting stuck with the TSL shares if the deal fell-through. The price was well-supported by a valuation floor, which poses a sharp contrast to my Rite Aide debacle. Trina Solar ADR shares were trading at single digit valuation multiples as recently as a month ago. I felt confident that Chinese regulators were not going to block the Chinese founder of his company from buying back his own US-based ADR shares. So when the stock was selling off due to vague macro fears of a Chinese capital outflow clampdown, I bought. Disgusted and exhausted U.S.-based investors had discounted the likelihood of the deal closing.
It is interesting to see Berkshire Hathaway now doing the same style investment in Monsanto, a stock founded on low valuation but which includes 12.1% of upside M&A optionality if the deal closes. To me this lends credence to my initial thoughts about M&A investment back in the fall. Many of the regular risk-arb M&A firms chose to sit on the sidelines rather than take on some of the riskier M&A deals available without considering the cheap-to-fair valuations of the pursued companies.
My portfolio is getting more manageable at 25 stocks. For anyone interested in M&A arbitrage spread ideas, two great resources here:
Doubt is not a pleasant condition, but certainty is absurd. – Voltaire
It ain’t what you don’t know that gets you into trouble. It’s what you know for sure that just ain’t so. – Mark Twain
I generally don’t like to measure performance by quarter as it leads to short-termism, but this quarter has been a good one. Facebook, WLDN, Dell, Charter, and CSAL/UNIT have all had strong 3 month rallies of >15%, but I’ve still had too much cash sitting on the sidelines, between 5-15%. So, I’ve decided to ignore the macro for the most part, and focus on deeply undervalued names. This portfolio is meant to compose of my most compelling investments. It’s not supposed to have a macro view and I can always pull more cash from savings into the account if a real market crisis/opportunity emerges. This doesn’t mean I won’t hold cash, but from here on out, I plan to keep it within the 3-5% range. While valuations *could* be high right now, I find little certainty in macro opinions.
Slowly rotating from passive to active has been a challenge. Owning part of a going concern entails hours of research, but I’m getting more comfortable with the names I own. As I started researching new stocks initially, I spread my bets with several small positions in names like LVLT, TSL, RAD, RDCM, GSAT, Dish, ESOA, T-Mobile, Dell, and RSYS. Some panned out (LVLT, ESOA, DVMT) and some have not (RAD, GSAT, VG). Thankfully, by keeping my riskiest allocations small, and selling after being down 10-20%, I’ve generally been able to limit losses, while sizing up the names I am more comfortable with like AOBC, HUM, CSAL/UNIT, DISH, and TMUS. My one big mistake recently was Rite Aid, a reminder that valuation is everything.
This activity has entailed a lot more trading than I can sustain over the long-term, and I’ve been focused on buying fewer small positions and getting more buy and hold value names into the portfolio.
As such, I recently added SBFG and CKFC, two community banks with low loan-to-asset ratios and price to tangible book values which should help them benefit in the event that interest rates rise. My hope is that I won’t really have to touch them for the next year.
I also added a shipping spin-off, INSW which appears to be at least 20% undervalued on a NAV basis (thesis here), and the ADR tracker for Actelion in the hopes of receiving shares in a biotech R&D spin-off for free (good summary here). Shipping in general I find to be a pretty “meh” industry. Biotech and pharma I do not fully understand, but I am seeing a lot of names pop up in my screens, and it seems like there are a lot of babies being thrown out with the bath water.
My goal is to run a portfolio of no more than 20-25 names at a time, which should enable me to stay focused and to avoid tracking the market.
ESOA posted solid year over year revenue growth, margin expansion, and EBITDA.
Management reached out to allay a few concerns some investors have noted about the stock.
At under 3x EV/EBITDA, 3x EV/OI, and > 10% EV/FCF yield run-rate, the company is undervalued.
The stock is worth at least $3, a 70-100% return from the current trading range.
Shares in ESOA have rallied 10% since my initial investment in January. The CEO was also kind enough to reach out to help rectify a few errors in my initial analysis. We recently circled back to discuss 1Q results and I have incorporated some of his comments with my own thoughts. Overall results were strong, and the stock is still very attractive relative to the market and to peers.
Operating Fundamentals Solid Across the Board
ESOA posted a very strong 1Q, in part due to contract timing, but also reflecting solid improvements in operating metrics.
Revenue of $37.5m vs $34.3m in the prior year.
Gross, EBITDA, and Net Margins all expanded by 100-300 basis points.
EBITDA grew 54% YoY to $3.2m with margins expanding from 6% to 8.4%.
Cash from Operations more than doubled, again partly due to the time of contracts, but definitely a strong start compared to prior years. The backlog of $81.2m was a bit lower than prior year’s backlog of $91.1m. Management believes that this is because there is less a sense of urgency than early 2016. Prospects look good for 2017 and beyond.
Infrastructure Thesis Intact
From my research it looks like at least 2 of the projects circulated by the current administration, and listed here could benefit ESOA. While I am worried about the protectionist bent of wording, such as insisting on American-made steel pipes, I think less regulation in general around pipeline and electrical infrastructure should be bullish for Energy Services of America. Management has also confirmed that some of these projects will run through areas which ESOA services. ESOA’s peers have traded up.
Four Details I Missed
MRO =/= MPC. I mistakenly researched Marathon Oil, rather than Marathon Petroleum as a customer in my initial analysis. The linguist in me took those two words to be interchangeable. MPC is an oil pipeline focused company and in less danger than MRO of paying its bills. MPC recently announced plans to expand production in the Marcellus shale, which could be a good thing for ESOA’s backlog.
A captive insurance company keeps insurance costs low, but also includes some tail risk which is hard to quantify here. To-date the captive insurer has consistently returned a small dividend (a few hundred thousand dollars) to ESOA.
ESOA does not have a fiduciary responsibility for any of the several multicompany pensions to which it contributes, which lowers the risk from any sort of pension fund blowup significantly. I do not believe that ESOA would be on the hook for a significant sum of money.
ESOA has a large dilution overhang which partly explains the lackadaisical share performance. A helpful Seeking Alpha user, Fijas, posted the following:
I think it should be mentioned that there are (dilutive) Series A Preferred units out. Per the December 2016 10-K, there are 206 preferred units out, which in total convert to 3,433,333 shares (16,666 shares per Series A unit). Page 9 states that they issued 56 of these units for debt forgiveness of $1.4mm, which implies a conversion price of $1.4mm / (16,666 * 56) = $1.50.For share prices above $1.50, the Series A pref should be considered dilutive. Given there are 14.8mm ESOA shares outstanding as of December 2016, you’re looking at 3.43 / 14.8 = 23% dilution above $1.50. Seems we can’t treat the preferred as debt, because most were issued to company insiders (they own 63% – see 2016 10-K page 35) and there doesn’t seem to be a liquid market for the preferred (therefore no obvious way for the company to buy them back). Also, the company is paying $309K per annum on the preferred (page F-3), which by my calculations is something like a 6% yield ($309K / (3.4mm underlying shares x $1.50 per share)).All told, this isn’t bad – the company had to make some deals to get out of forbearance, and 6% “convertible debt” in the form of Series A Preferred sold to insiders at least keeps management aligned with shareholders. Just thought it should be mentioned since the stock is hovering around $1.50 and 23% dilution is pretty material.
I think the biggest concern is #4. After speaking with the CEO, I believe that management is aware of investor concerns and will either redeem the Preferred Series A shares for cash or institute a share repurchase plan in the event of pending dilution.The calculation below should capture the full dilution. An important takeaway from our conversation was that the preferred shares are in fact, redeemable.
Even with full 24% dilution and no share buybacks my new valuation numbers are close to the old numbers. When something is this ridiculously cheap it takes a LOT of share dilution to make it significantly more expensive, and at 1.3x tangible book value, it starts looking pretty reasonable for the board of a company like ESOA to either redeem the preferred shares or repurchase common stock.
Why So Cheap?
Setting aside the dilution highlighted above, virtually no ESOA shares (<2%) are held by institutions currently, which may partly explain the low valuation. The company is “uninvestable” for many institutional investors simply because of its low market capitalization, OTC listing, and low share price.Management could lever up, buy-back shares, and/or make a few acquisitions to boost the company past the $50m market cap threshold, which would then begin to make it “investable” to smaller institutional small cap investors. Willbros Group (Ticker:WG) is an example of a slightly larger small cap stock at a $190m market cap which is >60% owned by institutional investors currently, and which incidentally has worse operating performance than ESOA. WG trades on the NYSE. ESOA trades over the counter currently. Over-the-counter stocks tend to trade at discounts due to illiquidity and an often unfounded investor bias that OTC companies are lower quality. So the game plan for management would seem to be either to buyback shares, do some M&A, and/or keep organically growing past the $50m mark, then re-list on a more “prestigious” stock exchange, which should engender more institutional investor interest. I am not saying one of these things will happen, but the potential exist for any combination, any of which should be good for the share price.
Another risk could be M&A. Acquisitions can be messy and often lead to the destruction of shareholder capital, so I don’t want to downplay the risk of M&A, however I feel pretty comfortable knowing that the Chairman in particular has a long and successful track record of wheeling and dealing businesses.
Factoring in Dilution, Stock is Worth 2x the Present Value
I am still learning the energy services industry, but I am a big believer that when a stock is so glaringly “stupid cheap” from a valuation perspective, good things will come. Many options exist for shareholder returns, and management interests seem to be aligned with common shareholders. The issues holding the stock back appear to be simply dumb market forces which haven’t caught up to the changing industry outlook, under-levered balance sheet, and strong company fundamentals due to the small size of the company.
Even after including the 24% share overhang this is a very attractive stock. Looking at comps like MasTec and Quanta, which trade at 10-13x EV/EBITDA currently, ESOA shares should be worth more than $3 after dilution.
Let’s disregard the stellar current quarter results, and assume a more conservative $10m EBITDA run-rate (only slightly better than 2016’s $9.4m. This is still well below the growth rate for the past 4 years since Doug Reynolds first took the reins. Using a $10m EBITDA estimate for 2017, the firm is currently trading at a post-dilution multiple of 3x EV/EBITDA. This is just blatantly undervalued to comps like PWR, MTZ, PRIM, and WG which are all trading between 11-13x. I should also mention that the run-rate EV/FCF yield is >10%, and that the TTM dividend yield was 3%. I also expect that management will continue some form of capital return to shareholders this year similar to the prior year.
Over the past 6 months peers have rallied 40% vs ~8% for ESOA. Even discounting Energy Services of America a bit for being small, the stock should be trading at roughly twice the current price of $1.66, which would put it around a more reasonable 6x EV/EBITDA ratio, a 5% EV/FCF yield, and a dividend yield closer to peers at 1.5%.
Management does not sound interested in selling the company anytime within the next several years. I could be wrong here, but that is my perspective. I generally prefer companies that are willing to be sold rather than acquisitive companies, but I haven’t found much else that is this cheap in the present market. Given the strong growth prospects and rock-bottom valuation, I believe ESOA is a good buy and hold prospect with several options that should eventually yield strong shareholder returns in the years ahead.
I bought more shares over the past week, and made this a medium size position.
Every month or so I take a hard-look at my portfolio. In addition to exiting RAD, last week I closed out of EarthLink(Ticker: ELNK) and PayPal (Ticker: PYPL).
ELNK-WIN is Less Attractive than CSAL At Current Spread
EarthLink had appreciated a bit since my initial purchase, and while I still believe it is cheap, I prefer to play Windstream via Communications Sales & Leasing. With the deal spread between ELNK-WIN having narrowed significantly to <2%, I saw no reason to keep holding. I took my gains and exited. I prefer CSAL because it weirdly still pays a higher dividend than WIN, yet sits higher in the capital structure than Windstream stock.
These are the kinds of spin-out situations which Joel Greenblatt loves. Not only did WIN spin-out an entirely different investment industry classification (telecom -> REIT), but in doing so it went from being a mid-cap stock to a small-cap. This resulted in both stocks being undervalued significantly post-spin as investors hit the Nope button, likely due to size/sector fund investment limitations.
CSAL pays a 9% dividend currently vs triple-net REIT peers at 5-7%. WIN pays a 7.8% dividend currently.. despite sitting lower in the cap structure. This. Makes. No. Sense. I don’t know of any other REIT-Customer dividend spread quite like it. CSAL is also significantly exposed to WIN revenue, but if WIN were to go bankrupt, CSAL would still own the copper/fiber assets and should still be collecting lease payments throughout any bankruptcy process. Bond investors in Windstream do not appear to believe that bankruptcy is on the horizon currently.
A lot has happened in the REIT space with the REITS now designated as a separate sector within Financials. As REIT-focused funds get more comfortable with CSAL we should eventually see solid share price appreciation, offset by some potential interest rate hike headwinds. I consider CSAL to be relatively macro safe. If the economy turns South, people will still need internet and telephone service. They are much more likely to stop buying new clothes and computers than to stop what is effectively a utility these days.
With interest rate rises lurking in the horizon, and CSAL being a very unique REIT I think it could be another 1-2 years before the stock achieves a fair value. To the extend that CSAL can minimize WIN exposure through further deals, that should be good for the stock, but management has been cagey there. I’m willing to sit back and collect the 9% dividend in the meantime. It is currently one of my largest positions.
PayPal Operating Momentum is Slowing, Deals with Credit Card Holders is Meh
PYPL operating momentum appears to have slowed a bit year-over-year, and having gained 23%, I am happy to exit. I think the deals last year with Visa and MasterCard were only so-so, and while recent AMZN news could be good, I suspect Amazon will drive a hard-bargain.
I appreciate the potential of Venmo (how many times have you heard the term “I’ll just Venmo you.”?) I don’t know how or when PYPL monetizes it without losing customers. So I’ve chosen to move to the sidelines for now. From a valuation perspective the stock is not cheap at 1.4x PEG and >18x EV/EBITDA. I like PayPal/Venmo as brands but I’m just not excited about the fundamentals or the general business direction currently.
Maybe I’m missing something here?
OK I’ll bite on the community banks thesis which others have described. I’m looking hard at a few now and will write more about that later. I also bought some INSW – an undervalued spin-out from OSG. More to follow.
In my original post I said I’d take a flyer on RAD. Boy howdy do I wish I’d gone over my usual checklist! WBA and RAD announced new deal terms.
I assumed the following about any potential new deal:
The FTC would be more spineless than it has been at the tail-end of an outgoing presidency.
In the worst case a postponement would force RAD and WBA to push the merger out by 3-6 months.
This did happen, but it could be pushed out even further with the new terms and need to find either a second buyer or a stronger lead than FRED.
The CEO of Rite Aid would not suffer the indignity of further reducing the buyout price.
It turns out RAD management was more desperate than I had thought to sell. I guess the CEO is still waiting on his $25m cash payday.
Operationally RAD is on the ropes.
At most WBA would reduce their offer price to $8.00.
Instead they agreed to a range between $6.50-7.00 depending on how many stores needed to be sold. Kudos to WBA management for negotiating RAD down… twice..
Valuation was irrelevant.
#4 was my most cardinal sin. These are some of rules which I broke by investing in RAD.
M&A bets must be founded on attractive valuations.
RAD failed this test.
Agency risk – is management aligned with shareholders?
No edge in pharmacy companies. No industry knowledge.
This makes the importance of “stupid cheap” valuations even more important to the process.
Short-term rent-seeking investment is generally not a good idea.
There is probably money to be made in RAD, but looking with fresh eyes, I simply don’t have comfort with the valuations for RAD as a standalone investment at $5.72. Furthermore, a 14-22% spread to the new deal price is not enough to warrant the downside risk to $4.
Special situations can be great, but they have to provide upside optionality founded upon attractive undervaluation. I still feel OK about TSL trading at 6x EV/EBITDA. However, I did sell a bit of TWX today.
Investors have been laboring under the notion that Trump was not to be taken literally. This no longer appears to be the case. The man has a longtrackrecord of childish score-settling, and so his commentary around AT&T–TWX, which could be dismissed a week ago when we weren’t actually building a wall or detaining refugees as campaign rhetoric, deserves fresh eyes as well. Combined with some pushback from Democrats, I think AT&T-TWX could be a harder slog than investors currently expect. I still have a good-size position here, but took some gains since I am up 7% and slightly less confident in the deal post-weekend. A 7% return in two months is not great, but not terrible either and I have other places I can put the cash to work. I still think the deal gets done, but my confidence goes from 70% to 55%.
I also took gains on CHTR on the VZ acquisition rumors. I don’t know how that deal would get done or when, and I am skeptical that Charter is through the pain of integrating Time Warner Cable. Consequently I sold a bit of CHTR prior to earnings, but it is still a large position for me.
Valuation must serve as the foundation to any investment thesis.
Valuation must serve as the foundation to any investment thesis.
Valuation must serve as the foundation to any investment thesis.