Aspect Software: Press 1 to Purchase Attractive Junk Bonds

June 6, 2015

Update: Yes, the company has declared bankruptcy and the bonds, being junior to the bank debt, have been damaged done badly, having been converted to rights to purchase up to $90 million in equity. I confess I got this one wrong, but I’m not going to cover over my mistakes by deleting this post.

As I’ve said before, high yield debt, or junk bonds tend to be among my favorite assets. Not my favorite asset class, mind you, just my favorite assets. As an asset class, high yield debt straddles the line between debt and equity, combining the capped appreciation potential of the former with the latter’s inability to diversify an existing equity portfolio the way investment-grade debt would. This conclusion, as stated in The Only Guide to Alternative Investments You’ll Ever Need: The Good, the Flawed, the Bad, and the Ugly (which is a good introduction for the non-professional wealth manager), was the fruit of a number of fairly lengthy and impressive studies that managed to conclude essentially what Benjamin Graham figured out in the 1930s from ordinary common sense.

However, value investors look at assets individually, not as asset classes, and the returns available from an underpriced debt instrument can rival those of an underpriced equity. True, a bond can rise only so far before the issuer calls it, but a stock can only rise so far before it ceases to be underpriced as well, and on an annualized basis the returns can be quite impressive, particularly if the bond price appreciates to fair value rapidly.

Call-CentersAspect Software is a privately held company with publicly traded bonds. According to the company’s filings with the SEC, the company sells fully-integrated customer interaction management solutions, including workforce optimization and back office products, using cloud, hosted, and hybrid development options, so that contact centers and back offices align their employees, processes, and touch points to deliver remarkable customer experiences, and integrating customer self-service, contact center operations, workforce optimization and back office workflow solutions into existing enterprise technology investments to remove communication and workflow barriers and/or create more productive business processes. Or, in English, they sell software and IT for call centers.

The company is currently migrating its systems from a traditional hardware-intensive setup to cloud-based solutions. The company claims that this move will allow it to lure a broader base of customers which may be reluctant to make a larger capital commitment. Also, the company provides support for web-based or app-based live help and e-mail and SMS-based systems.

Aspect Software claims that about 2/3 of its business is recurring, as switching providerscauses a significant disruption in operations and a consequent decline in customer satisfaction, which tends to outweigh the potential benefits of a new provider. Because their client base is therefore a “captive audience,” stability of revenues is enhanced, which is an attractive feature that also played a role in my recommendation of CSG Systems, and that went very well (Past performance is not necessarily indicative of future results).

Aspect Software’s capital structure, like most issuers of junk bonds, consists of a substantial bank debt that has priority in security over the bonds, which are more readily available to the public. Again, the company is privately held, but the 10-K is riddled with suggestions that there are plans to go public at a future date, such as the granting of stock options to employees. The bank debt balance is about $440 million, and it bears interest at the greater of 7% LIBOR plus 5.25%. This debt falls due to be refinanced in May of 2016.

The bonds that concern us have $320 million in face value, pay 10.625% interest annually and fall due in May of 2017. Recently the bonds have traded at a price of around 96, making a yield to maturity of approximately 13%. The bonds have traded as low as 90.25 within the last 30 days. Over their lifetimes the bonds have frequently traded at a premium to par and even to the call price.

Turning to Aspect Software’s financials, in 2014 the company had sales of $445 million and reported operating income of $62 million. Depreciation and amortization came to $23 million and capital expenditures were $13 million, producing operating cash flow of $72 million. Income taxes are negative because the company has net operating loss carryforwards and significant noncash charges that make it unprofitable in accounting terms. The company’s cash interest requirements that year were $68 million, which produces an interest coverage ratio of 1.04. Although that coverage ratio is far, far away from investment grade, Aswath Damodaran states that in the current high yield market such a bond is normally entitled to a mere 8% premium over a comparable Treasury. This bond, at a 13% yield, offers a premium of over 12%. In 2013 sales were $437 million and operating cash flow was $73 million, and in 2012 sales were $443 million and operating cash flow was $103 million. Much of the decline in operating cash flow was the result of a large excess depreciation and amortization allowance, since Aspect started investing in its cloud offerings in 2013, which required a higher level of capital expenditures.

The first quarter of 2015 showed some improvements. Sales declined slightly, but the company was able to save in cost of revenue and in general and administrative expenses, improving operating cash flow to $24.8 million versus $16.5 million for the first quarter of last year.

Taking $72 million as the company’s earnings generation power, the $440 million in debt that is senior to the bonds will consume about $31 million in interest payments. If we collapse the bonds and the equity (not an unfair assumption considering the face that the residual value of the equity is likely to be minimal), we would find that $41 million of cash flow against $320 million in bonds is a multiple of just under 8x. This strikes me as rather conservative, if the company’s claims about their high degree of repeat business and the cloud-based solution requiring less resources on everyone’s part hold true. In fact, the company’s publicly traded competitor, Interactive Intelligence, has a price to sales ratio more than twice as based on its entire capital structure, and it has negative free cash flow (although it is free of long-term debt).

Therefore, I think a 13% yield is sufficient compensation for the risk, as even in the event of a bankruptcy the bonds should retain nearly all of their value as the company is showing no signs of declining business. Thus, I can recommend Aspect Software’s bonds as a candidate for portfolio inclusion for investors who can find room for high yield debt in their portfolios. I would add a caveat, though, that the bank debt falls due to be refinanced before the bonds do, and depending on how well that process goes, this refinancing could be an important positive or negative catalyst for these bonds


Back from the Warren Buffett Convention!

May 6, 2015


You’ll never guess where I’ve been. Yes, the Berkshire Hathaway annual shareholders’ meeting in Omaha. And here’s how it went.

The meat of the meeting occurs on Saturday, where Warren Buffett and his co-chairman, Charlie Munger, spend hours fielding questions from the financial press and from lucky audience members. I would have asked, but most naturally my questions would run dangerously  close to the forbidden topic of what Berkshire is buying. All other topics are fair game.

The doors to the CenturyLink convention center in Omaha opened at a nice jet-laggy 7 A.M., which was about the time my group of three arrived at the end of the line, and we still barely managed to find adjacent seats. The crowd of about 40,000 was a record, and even though there were overflow rooms in the hotel near the center, it still seemed as if the shareholders’ meeting has become bigger than Omaha. At the very least, some manner of assigned seating would probably be in order in future meetings.

IMG_20150502_074624_072The first question invited Berkshire Hathaway to respond to a critical article about the allegedly predatory practices of Berkshire’s prefabricated housing subsidiary, Clayton Homes, and also its strategic partnership with well-known takeover artist and heartless downsizer, 3G Capital. As for the first charge, Buffett replied that the prefabricated homes market tends to target the lower end of the credit spectrum anyway, that its profit margins were not in fact out of line with the rest of the market, and that the company was not an aggressive securitizer and so it actually suffered when its customers went broke. As for the downsizing argument, Mr. Buffett made the point that Berkshire Hathaway has never suggested that a company should intentionally overstaff itself and that Berkshire Hathaway would just as happily shed its useless employees if it knew that it had any. In my view this sidestepped the question of whether 3G and Berkshire have different definitions of useless, but more importantly, because of the slides he had to support the defense of Clayton Homes, he had to explain after lunch than the firm was sticking with the tradition of not getting the questions in advance; it just happened that he was expecting that question and came prepared.

I’m not going to go through all the questions, but there were a few highlights. One question was whether, in this time of diabetes and healthy diets, Coke would retain its popularity. Warren and Charlie pointedly took a piece of from their box of See’s peanut brittle, and replied that Coke’s value came from its unassailable brand, and that Warren personally derived about a fourth of his caloric intake from sugar and that, in all fairness, the people shopping at Whole Foods are usually not smiling. I agree that in general a strong brand offers pricing power, which offers protection against competition and some adverse future developments, and it never hurts to be assured of being a larger piece of a smaller market.

On the topic of the current high levels of market valuation, he was asked if we should be worried that the total US market cap/GDP ratio was 1.25x, a level last reached in 1999, and that corporate profits/GDP was 10.5%, whereas its historical range was 4-6.5%. He said the second one is a thorny problem of income distribution that goes beyond stock multiples, and the first one is a predictable consequence of low interest rates. In his response to another question along these lines, the two chairmen did express surprise that all the government intervention since 2007 has not resulted in inflation, but in face it does, a lot of Berkshire Hathaway’s subsidiaries are capable of keeping up with inflation, although the company’s $60 billion in cash reserves might start to look better if they were invested in something.

The issue of tax reform came up, and Mr. Buffett expressed his optimism that Senators Hatch and Wyden would be able to come up with a deal that addresses the high corporate tax rates and the issue of offshoring. Mr. Munger added his complaint about California’s unusually high state capital gains tax rate, which he said was chasing rich people away. This comment drew a great deal of applause. Of course, an audience of Berkshire Hathaway shareholders is not going to be receptive to the idea that their taxes are too darn low, but someone with Charlie Munger’s intelligence must be aware that the problem with California’s tax system is Proposition 13, which caps the annual growth of property taxes at a rate that has until recently been below the rate of inflation, a problem that accumulates exponentially over the years and which is also in my view the problem with California’s public education system. Warren Buffett did circle back by saying that if the federal government is going to spend 20% of its GDP, which it has roughly done for the last several decades, then it has to raise about 19% of the GDP in taxes, one way or another, with the extra 1% capable of coming from economic growth. As with many statements from Warren Buffett, this one is simple and broadly uncontroversial math, but has the rare quality of being expressed in one clear sentence.

As for insurance, Berkshire Hathaway’s favorite division, Buffett was asked if Berkshire’s phenomenal performance in this sector could be repeated. He did cite three lucky turns in his life, two of which were acquisitions and the third, which came before either of them, was finding a mentor in the insurance industry who taught him the secret that in the time between when an insurance company collects a premium and when it pays a claim, the money is the insurance company’s to play with, a practice that has served Berkshire Hathaway incredibly well over the years. In response to another question, about reinsurance, Warren Buffett replied that the reinsurance market was overpopulated wiht capital at the moment because some silly person reminded the world’s portfolio managers that natural disasters are not correlated with the stock market and the general economy, and in the mainstream financial world “not correlated” is more important than “not unprofitable.” Probably a useful thing to remember when examining reinsurers generally.

Another key point was the question of share repurchases, which came up in a tangent in a response about how to deal with activist investors (the secret, unsurprisingly, is to run your company so well that there is nothing for them to do and have no tax-efficient breakup value either). Warren Buffett answered that most companies engage in share repurchases at the worst times, when a company’s shares are overpriced. But he might have revealed more than he intended when he added that he would consider repurchasing Berkshire Hathaway at 120% of book, but certainly not 200% of book. This range might be too wide to trade, considering Berkshire Hathaway’s price/book ratio of 140%, but if the price moves towards either of those extremes the alert investor can trade accordingly.

Still, despite the early hour I did greatly enjoy the shareholder meeting experience, and I even picked up a souvenir T-shirt at the trade floor downstairs.
Not that I’ve ever been accused of false modesty, of course.


Black Box – Worth a second look

September 24, 2014
Tags: ,

As some of you may recall, a couple of years ago I recommended Black Box Corporation, a company that mainly performs IT installations and maintenance for companies and government entities that don’t have the resources to handle such a project in-house. Well, unfortunately the company encountered a decline in sales and margins owing to weakness in capital expenditures and the sequester affecting many of its government clients, and so the price action has been disappointing.

However, there are indications that the decline in sales and margins are moderating, and the shares still produce a substantial free cash flow that meets our 10% rule of thumb. Moreover, it appears that management sees no alternative than to deploy its free cash flow into repurchases, and given the company’s high interest coverage, there may even be scope for the company to swap debt for equity by borrowing money to fund further repurchases or even special dividends.

For more, see


Alaska Communications – Junk Bonds of the Last Frontier

August 21, 2014

UPDATE: Since this article was written, Alaska Communications sold its remaining wireless assets to GCI and used the money to pay off a great deal of its bank debt, which made these bonds much safer and moved the price to 100. So, buying these bonds when the article was written would have worked out nicely, but at par they’re no bargain. /UPDATE

As you may know, one of my favorite asset classes is high yield bonds, as this market has a small natural constituency and a tendency towards inefficiency, and one of the tenets of value investing is to look for the unpopular and neglected. To this end, I sometimes just run a screen for bonds with high yields and go down the results until I find something interesting.

84091081_pThis time, I got as far as the A’s.  Alaska Communication Systems is a highly leveraged provider of phone services in Alaska, which has recently engaged in a joint venture with its largest competitor to form a wireless entity that is intended to ward off an expansion into its territory by Verizon. I’ve found in the past that rural telephone companies spit out remarkably attractive cash flows in the past as they transition from providing basic services to high-speed Internet and business services, and Alaska Communication System is attempting the same transformation. As one may expect, though, the company has been reliant on federal subsidies to provide connectivity to high-cost customers, and apparently these funds have been struck by the dreaded Sequester. But the rate of decline in Alaska’s cash flows seems to be moderating, and the company is entitled to a preferential up-front cash distribution from its wireless joint venture that will take some of the pressure off from its creditors.

The bonds in question are $120 million of a 6.25% convertible issue due 2018, which sits in line behind $320 million in bank debt. The bonds currently trade at around 81.50, for a yield to maturity of 12.6%. I believe that the company will be capable of meeting its debt burdens, and if not, there is enough cash flow to carry these bonds through the unlikely event of bankruptcy.

As I stated before, Alaska Communications is, like most rural phone companies, moving from basic connectivity to high speed Internet and business services. The company reports that the transition is proceeding adequately, particularly with regard to business services. Also, the company points out that Alaska’s economy is highly dependent on oil, and I think with the high prices of oil expected to persist indefinitely, the forward march of exploration and extraction technology tend to bode well for the business atmosphere in the near future.  The company also owns an underwater fiber optic cable between Alaska and its holdings in Washington and Oregon through which to provide Internet connectivity.

Alaska Communications formed a joint venture in June of 2013 called the Alaska Wireless Network, or AWN, with its direct competitor, GCI. The deal seemed to be highly favorable to Alaska, given that GCI is roughly four times the size of Alaska Communications. Alaska Communications transferred all of its wireless assets to AWN, as well as agreeing to provide it with all of its wireless subsidies. In exchange, Alaska Communications is 33% owner of AWN, and is entitled to a preferential distribution of $50 million for 2014 and 2015, and $45 million for 2016 and 2017, if AWN has the free cash flow to pay it. As of the first two quarters of 2014, this distribution has exceeded Alaska’s 33% earnings share by over $7 million. However, because AWN is not consolidated with Alaska’s financial statements, there is on paper a notable decline in sales.

I often find it interesting to see what other people think of my ideas, and a good source of information, at least for the views of the well-informed public, is at To my surprise, the consensus among the writers there was that even the equity of Alaska Communications is a worthy investment. I find that view unjustifiably optimistic, as I shall discuss further below, but I should point out that as these bonds are convertible, they carry some slight exposure to the price of that equity as well.

Turning now to the figures, in 2013 sales were $349 million, and operating expenses as reported were $96 million. However, operating expenses included an offsetting $204 million in capital gains from forming the AWN venture, as well as $1.3 million in impairments, and stock-based compensation of $2.9 million, which  of course the creditors of the company don’t need to care about. The company incurred $42 million in depreciation and amortization and $48 million in capital expenditures, producing operating cash flows of $47.8 million. Also, the company reported depreciation and amortization of debt discounts and debt issuance costs of $6.9 million. This amount is a noncash expense, and normally is additional cash flow available for paying down debts. However, the company has incurred $3-4 million in both 2012 and 2011 for debt issuance, and as the company’s credit facility falls due to be renegotiated in 2016, and the bonds in question in 2018, we creditors should be aware that there will be issuance costs lurking in the wings.  Also, the amortization of debt discount is a genuine expense, since the company is bound to repay the full amount of its bonds, not the discounted amount.

So, sticking with this $47.8 million, with the caveat that there might be a few million more for a more optimistic analyst to find, we have to look at the company’s debt obligations. The company’s credit facility, which is senior to our bonds, had a balance at the close of 2013 of $346 million and bears an interest rate of LIBOR plus 4.75%, or 6.25%, whichever is greater. The company is also required to make $13.2 million in principal payments in 2014 and $14.7 million in 2015, and as the company has only $5 million in excess cash as of its second quarter 2014 balance sheet, the principal repayment should be considered a claim against cash flow. So, 6.25% of $346 million is $21.6 million, plus the repayment obligation, leads to $34.8 million in prior claims on the company’s cash flow. Thus, the credit facility has an interest coverage ratio of 2.21 times, and a fixed charge coverage of 1.37 times.

This leaves $13 million available for the bonds and our equity holders. These bonds also bear an interest rate of 6.25%, resulting in $7.5 million in interest charges for the entire $120 million issue, and these bonds bear a fixed charge coverage of 1.13 times, and an interest coverage of 1.64 times not counting the principal repayment obligation. I should point out also that the $45 or $50 million in preferred distributions from AWN already exceeds AWN’s required interest and principal repayments. In 2012, sales were $368 million and operating cash flows came to $54 million, and in 2011 sales were $349 million and operating cash flows were $75 million, so at least the decline in operating cash flows is moderating. Also, the current stringency in the federal budget that has frozen the high-cost accessibility subsidies at their 2011 levels may be having an effect, but it can reduce cash flows once but not twice, at least if we can avoid further austerity from our elected officials.

For the first half of 2014, sales were $159 million as compared to $189 million for the first half of 2013. Operating expenses as reported were $140 million as compared to $152 million, producing operating earnings of $19 million as compared to $37 million. In the first half of 2014 capital expenditures exceeded depreciation by $0.6 million, while in the first half of 2013 depreciation exceeded capital expenditures by $10.5 million. Furthermore, equity-based compensation was $1.2 million in 2014 and $1.8 million in 2013. This works out to $19.6 million in 2014 versus $49.3 million in 2013. Furthermore, Alaska Communications received an additional $7.3 million as part of its $50 million in preferred distributions from AWN, of which $25 million has been distributed year to date, so the actual operating cash flow for this quarter is $26.9 million. I am curious that Alaska’s free cash flow for the first two quarters of 2013 exceeded its free cash flow for the entire year, but some of that is attributable to higher capital expenditures in the latter half of 2013.

I would also point out that the company has paid down $18.7 million in long-term debt in the first half of 2014, which includes the early repayment of the $13.2 required principal payment and an extra $5 million voluntary repayment. If, as it seems, the company is directing all of its excess cash flow towards debt repayment, then those who are calling the equity of this company attractive are unduly optimistic, as it will be many years in the future before the cash flows of the company can be considered distributable to them.

So, what “should” these bonds be worth? Well, Aswath Damodaran, author of some excellent books on valuation, has computed the credit spread corresponding to particular credit ratings and interest coverage ratios. His figures are available at

The interest coverage ratios are particularly useful for bank debt or unrated bonds like these. According to his table, the bank debt, counting the required principal repayments, would carry a B rating and a 6.5% spread, while our bonds would be rated CC and carry a 9.5% spread. Taking the 2 year and estimating the 4 year Treasury rates from the Treasury website, the bank debt should carry roughly a 7% interest rate and our bonds roughly 10.8%. Since these bonds, as I stated, trade with a yield of 12.5-12.6%, there is a premium over even their theoretical value. Also, these bonds are technically convertible into shares at a price of $10.28, but the company currently trades for $1.80 and, as I’ve stated, are a long way from receiving any distributable cash flow. Still, I was pessimistic about the stock of Western Refining reaching the conversion price some years ago when I was discussing its bonds, and I was pleasantly surprised.

The sticking point in all this is the fact that the bank debt is due to be refinanced in 2016, before the maturity date of our bonds, and how well or badly that will go depends on how robust Alaska Communications’s cash flows are and how much principal the company has managed to pay down. I think the voluntary additional principal repayments are a good move to make Alaska seem like a responsible borrower and so if things go well the refinancing process would not produce a problem for bondholders as long as cash flows have not deteriorated and interest rates have not increased substantially. Also, as I have stated, the preferred distribution from AWN which the company will receive through 2017 already exceeds the company’s fixed charges, so that money is at least a source of interest and additional principal payments as long as it lasts.

Therefore, I can recommend the Alaska Communication Systems 6.25% bonds due 2018 at their current price as a candidate for portfolio inclusion for those investors who are interested in and have the stomach for high yield investing. Also, you may find, as I did, that brokerages have some difficulty finding these bonds to sell you.

Disclosure: At the time of this writing author owned the bonds referred to in this article.

Image is:

Snow-Covered Telephone Wires, 1938
Photograph by Ansel Adams
Collection Center for Creative Photography
© The Ansel Adams Publishing Rights Trust


Richardson Electronics – A Net-Net Worth Liquidating

July 17, 2014

One of the more famous places to look for value is the net-net company, which has a market capitalization that is less than it could be liquidated for, meaning that the company could never earn another cent and investors would still get more than they paid for. Surprisingly, even in the age of the database such companies still exist here and there. Nowadays, however, many of these companies have money-losing operations that will suck up the excess liquidation value before the shareholders can get to it, so the criteria for purchase should further be limited to firms that have a free cash flow that is positive, or at least zero.

KT88 TubesOne such company is Richardson Electronics, an internationally leading distributor of vacuum tubes, which you may recognize as a technology that was replaced by the transistor about fifty or sixty years ago. Nonetheless, vacuum tubes still have their uses, as they are more resilient to electromagnetic pulses and are useful in some high energy, high frequency operations such as broadcasting, but on the whole the tube remains a specialized market. Richardson also produces customized display units for products such as medical devices. The source of Richardson’s excess asset position is from a large asset sale in 2011, which has left the company with a lot of cash that it has been slowly deploying into share repurchases as well as a few small acquisitions of other tube companies.

The balance sheet, where all the action is, shows $130.5 million in cash and investments, $1.8 million in noncurrent investments, $20 million in receivables, and $35 million in inventories, total $189.3 million. The company also owns a 242,000 square foot headquarters on a 96-acre lot in La Fox, Illinois, which is probably worth a non-trivial amount of money but I don’t include it as part of the net-net value. The company shows liabilities of $26.4 million, leaving $162.9 million in net asset value. The company has 11.8 million class A shares outstanding and 2.2 million class B shares. The class A shares are publicly traded; the class B shares have ten votes each and are not publicly traded, but are entitled to 90% of the dividends on the class A shares. In fact, most of them are in the hands of Mr. Richardson, the CEO.

If we assume that the class B shares are entitled to a premium of, say, 30%, over the class A shares because of their voting control, we have a total of 14.683 million effective shares. If no premium is applied, the total is 14.026 million. Dividing these figures into the net asset position of $162.9 million, we have a per-share value of $11.10 applying the premium, or $11.62 without it. As the company’s share price as of this writing is $10.31, this represents a discount to liquidation value of 7.66% or 12.71%, respectively. I would add the caveat, though, that inventory obsolescence is a problem in the tube business, so it might be prudent not to take these discounts as set in stone.

As is wisely stated by Aswath Damodaran in his book, The Dark Side of Valuation: Valuing Young, Distressed, and Complex Businesses, the decision of whether to apply a control premium depends on how good a job management is doing. If the entrenched management is running the company as well as any other outside manager could be expected to, then there is no control premium. If, however, the current management in place is incompetent or looting the place though excessive compensation, then the value of control can be significant because the minority shareholders would be better off with the ability to throw them out. For legal reasons I will not state an opinion on Mr. Richardson’s competence, but I am pleased that the company is engaging in share repurchases, since spending a dollar to purchase more than a dollar’s worth of liquidated assets earns the company at least 7.66% without actually having to do anything. On the other hand, given the company’s almost nonexistent free cash flow, I think tying up $162 million in assets to produce it is a little excessive, so I would submit that the repurchases should be accelerated at least until the discount is erased.

In terms of free cash flow from operations, in fiscal year 2013 (ended in June), net sales were $141 million and operating income was $11 thousand (note, thousand, not million). Also, capital expenditures exceeded depreciation by $583 thousand, so the company’s free cash flow would have been negative that year if not for the interest income, which I am not taking into account because the bulk of them are non-operating assets that again should be returned to the shareholders via repurchases. For the first 9 months of fiscal year 2014, net sales were $103 million as compared to $106 million in the same period for the previous year, which is in line with the ongoing trend at Richardson. The operating loss over that period was $229 thousand, although the company did allocate $800 thousand for evaluating potential acquisitions to operating expenses. This compares to $1.6 million in operating earnings for the same period in the previous year. And, again, capital expenditures exceeded depreciation over this period, this time by $1 million, making for another period of negative free cash flow.

So, where does that leave us? It’s fairly clear from the slightly negative free cash flow that tubes is not the place to be right now, but the drain the company’s operations is producing on its asset position is for the moment almost negligible at roughly $1 million a year. Therefore, it would be prudent to purchase the company to take advantage of its discount to its liquidating value, but to watch the discount like a hawk. Also, as inventory obsolescence is a risk factor in the tube business (but not so much for the customized displays as the company makes them to order), it might be advisable not to wring out the last penny of the discount either.

I should also point out that Richardson will release its 4th quarter and fiscal year 2014 earnings very soon, on July 24th. Forecasting what those results will be in any great detail would be a fool’s errand, but here is my forecast. Free cash flow will, barring a miracle, be disappointing relative to the amount of capital tied up in the business, and there may or may not be share repurchases; there were none in the third quarter, but Richardson’s share price has been lower on average in the fourth quarter.

So, with the above caveats in mind, I can recommend Richardson as a candidate for portfolio inclusion, if you believe as I do that purchasing at a discount to liquidation value is a viable strategy.

Disclosure: At the time of this writing, I was long shares of Richardson Electronics.


Crawford & Co. – A good bet for when everything else goes wrong

June 23, 2014

I am often struck by the fact that, when it comes to companies, size is no guarantee of quality. By which I mean that generally speaking I have no bias in favor of large or small cap companies, and frequently I see a symbiosis of small companies serving the large ones like the pilot fish serving a shark. One of my earlier recommendations was CSG Systems, a company with a market cap at the time of less than $600 million that provided billing and account management services to such giants as Comcast and Dish Network, among others. And now I see Crawford & Co. (CRD-A and CRD-B, more on that later), a company with a market cap of less than $600 million that provides claims management services for all manner of players in the insurance industry as well as logistics for large bankruptcies and class actions.

Carcharhinus_longimanus_1Crawford, despite its size, is a global company providing claims management in both hemispheres. Its Americas segment, which covers the entire western hemisphere, deals with property, automotive, casualty, and product liability, as well as maintaining a network of contractors in the United States. Its Europe, Middle East, Africa, and Asia-Pacific covers similar operations in those regions. Both of these divisions were about 30% of sales in 2013. It also operates a division called Broadspire, which provides a broad range service for self-insured and commercially-ensured entities in handling workers’ compensation and medical claims, which was approximately 20% of sales in 2013. And its final division is the legal settlement administration, which administers class actions and certain large bankruptcies. This last division represented the remaining 20% of sales in 2013. However, much of this activity was the result of the Deepwater Horizon spill, and Crawford expects that earnings from this will taper off throughout 2014.

In fact, because Crawford has a global presence, any disaster that leads to complicated insurance claims is probably a good thing for the company. Crawford’s 10-K filings for the last couple of years read like a litany of everything that has gone wrong with the world lately. They mention the Deepwater Horizon spill, superstorm Sandy, the floods in Thailand, the Australian brush fires, etc., all of which were apparently sufficient to move the needle in one or more of Crawford’s divisions and it is apparently with a tinge of regret that management reports that these major disasters did not recur.

Crawford has two classes of publicly-traded common stock. The class A shares are not entitled to a vote, but the board of directors is authorized but technically not required to pay higher dividends on them than the class B shares. The class B shares are entitled to a vote, but 52% of these shares are owned by a member of Crawford’s board of directors, who by an extraordinary coincidence is named Jesse Crawford. There are 30.3 million class A shares outstanding with a price of $8.31 as of this writing, and 24.7 million class B shares with a price of $10.67, for a total market cap of $515 million.

Crawford’s balance sheet indicates $48.5 million in cash and equivalents, and total current assets total $365 million set against $318 million in liabilities, so virtually all the cash might be considered excess. On the other hand, Crawford also faces a pension shortfall of $97 million, or about $63 million after taxes. Pension shortfalls are a prior claim over the common shareholders, so netting out the excess cash and the pension shortfall, we have an effective market cap of $530 million to serve as the denominator when calculating free cash flow yield.

In 2013, total revenues for Crawford were $1.253 billion. Operating earnings for the Americas segment were $19 million, $32 million in the non-Americas segment, $8 million in the Broadspire segment, and $47 million in the legal settlement administration segment, total $106 million in operating earnings. Subtracting corporate-level expenses, operating earnings across the entire company came to $87.5 million. Interest expenses in 2013 were $6.4 million, leaving $81.1 million in pre-tax earnings. Taxes paid in 2013 were $29.8 million, or 36.7% of operating earnings, leaving $51.3 million, and there was an additional $3 million in excess depreciation, producing free cash flow of $54.3 million, for a yield of 9.68%, which is pretty attractive.

In 2012, total revenues for Crawford were $1.266 billion. Operating earnings for the Americas segment were $12 million, $48 million in the non-Americas segment, the Broadspire segment’s earnings rounded to $0 million, and $60 million in the legal settlement administration segment, total $120 million in operating earnings. Subtracting corporate-level expenses but excluding some nonrecurring items, operating earnings across the entire company came to $101 million. Interest expenses in 2012 were $8.6 million, leaving $92 million in pre-tax earnings. Taxes paid in 2012 were $34 million, or 36.6% of operating earnings, leaving $58 million in free cash flow. Excess depreciation this year was de minimis.

In 2011, total revenues for Crawford were $1.211 billion. Operating earnings for the Americas segment were $20 million, $28 million in the non-Americas segment, an operating loss of $11 million in the Broadspire segment, and $51 million in the legal settlement administration segment, total $88 million in operating earnings. Subtracting corporate-level expenses, operating earnings across the entire company came to $72.5 million. Interest expenses in 2011 were $16 million, leaving $56.5 million in pre-tax earnings. Taxes paid in 2011 were $13 million, or 23% of operating earnings, leaving $43.5 million in free cash flow. Excess depreciation this year was $2 million, producing $45.5 million in free cash flow.

In 2010, total revenues for Crawford were $1.111 billion. Operating earnings for the Americas segment were $21 million, $25 million in the non-Americas segment, an operating loss of $12 million in Broadspire, and $48 million in the legal settlement administration segment, total $82 million in operating earnings. Subtracting corporate-level expenses, operating earnings across the entire company came to $69 million. Interest expenses in 2010 were $15 million, leaving $54 million in pre-tax earnings. Taxes paid in 2010 were $10 million, or 18.5% of operating earnings, leaving $44 million in free cash flow. Excess depreciation this year was de minimis.

So, casting an eye over these figures, we see that Broadspire seems to be getting its feet under it, turning a $12 million loss into an $8 million profit, and management claims that the restructuring and refocusing effort at Broadspire should continue to show results. On the other hand, barring another large class-action on the level of the Deepwater Horizon spill, the legal settlement administration division will produce significantly reduced earnings in the next few years, so we can expect future free cash flows to decline unless, for example, the Keystone pipeline gets built and then leaks all along its length. If Broadspire can hold the line with its earnings, Crawford’s cash flows should be adequate but not too exciting for potential holders, plus there is effectively a built-in call option on any future natural disasters. Also, with global climate change still not solvved, we probably have no end of storms, drought-induced wildfires, and floods to look forward to, so we may not even have to wait for something as large as another oil spill catastrophe. With these caveats in mind, I can recommend Crawford & Company as a candidate for portfolio inclusion.

The next question, then, is which class of shares to purchase. Although normally one would expect the voting privilege of the class B shares to give them a premium over the class A shares in price, it should be recalled that Jesse Crawford has majority control of the entire company and so these voting rights are to an extent illusory. As such, it is the class A shares, which the board can pay, and has paid, higher dividends on, that should be purchased, given the current large gap between the two. In fact, the only reason for anyone to offer such a high price for the class B shares is in the hope of prying them out of Jesse Crawford’s hands. But surely they must realize that he will never give up his majority stake so easily.


Make Yourself Immune to Interest Rates

April 7, 2014

I am one of the no doubt very few people in the world who enjoy watching the Federal Reserve Chair testifying before Congress. Among the issues presented in the latest round from Chair Yellen was the difficulty of old people coping with the low interest rate environment in living off their investment income. The Chair, while acknowledging these concerns, could naturally offer no comprehensive solution, partly because her mandates cover unemployment and price stability, not increasing the supply of old-people-appropriate investments, and partly because it’s not her job to offer portfolio management advice anyway.

220px-Janet_Yellen_official_portraitThe source of this criticism frequently seems to be the conservative side of Congress, which has often been suspicious by nature of the Federal Reserve and which has been stymied in its efforts to undermine the institution’s policies by the U.S. economy’s stubborn refusal to collapse into hyperinflation. Having lost, for the moment at least, the argument that the Fed is incapable of managing both inflation and unemployment, thus justifying the removal of one of these mandates, the conservative argument seems to be making up a new mandate, high yields on safe investments, apparently acting on the theory that if the Fed cannot handle two mandates it certainly needs three of them.

Politics aside, though, it does seem unsatisfactory that old savers, or at least their desire to live off of interest income, should be collateral damage of the Fed’s policies, and the solution of taking on more risk is unpalatable even if the portfolio size and life expectancies of some retirees could justify it. And although value investing is effective for bonds as well as stocks–much of Ben Graham’s Security Analysis deals with bonds and many famous value investors have made a reputation and a fortune in fixed income–there is no readily apparent solution to low interest rates, particularly if the broader market is also reaching for yield, based on observed low and declining spreads between Treasury and high yield bonds. Not much can be done about low interest rates now.

But there is something that could have been done before now. As we all know, bond prices and yields move in opposite directions, a principle so well-known to fixed income investors that I don’t even need to cite it (oh, all right, The Handbook of Fixed Income Securities, Eighth Edition). Furthermore, we have ways of modeling exactly how far prices will move in response to a given change in yields, so that with the right choice of bonds we can insulate our future income against the actions of the Fed, or even in a pre-quantitative-easing world, of people other than the Fed as well.

The method is as follows. The value a bondholder derives from a bond comes from three factors. These are the market price, the interest the bond pays, and the proceeds of reinvesting the interest payments. If interest rates increase, it stands to reason that the market price will decline but the reinvestment income will increase, thus offsetting the decline in the market price. Likewise, if interest rates decrease, the price of the bond will rise but the reinvestment income will fall. But the question that concerns us is when the change in the market price and the change in reinvestment income will cancel each other, thus leaving us in the same position we were if interest rates had not changed at all. This method is called bond immunization.

immunization2And it turns out that not only do those changes offset each other, but in theory they do so in quite an elegant manner. For a single bond, and for a single parallel shift in the yield curve (i.e. all relevant interest rates move by the same absolute amount), then the changes to market price and reinvestment income will exactly offset each other at a single point, regardless of which direction or how large the interest rate move is. That point is the duration of the bond. The duration, by the way, is the weighted average of a bond’s cash flows multiplied by the time until they are received, and also measures by what percentage a bond’s price will change in response to a change in interest rates. *

The point of this discovery is that if we are capable of predicting our future retirement expenses for a given year, we simply purchase bonds with a future value equal to those expenses and with the same duration as the year in question. This can be done for multiple years as long as durations are available, and at that point we arrive in the blurry and indistinct future that would be best met with equities. At any rate, the lower interest rates become, the longer bond durations become, so this method is even more usable in the current environment. This immunization technique is commonly used among those mythical creatures known as defined-benefit pension funds, and there is no reason the same logic does not apply to individual investors.

Well, when I say “no reason,” I am neglecting taxes. Also, interest rates have an irritating tendency to move in nonparallel shifts, which is to say that short-term and long-term interest rates sometimes shift by different amounts. But the biggest pain is that bond durations tend to drift over time, rather than decline perfectly in line with the approach of the year they were keyed to. The consequence of these factors is that a bond portfolio cannot be immunized and then ignored; it has to be rebalanced. However, all portfolios need to be rebalanced, so I don’t think this is a valid objection. The fact that there is a tradeoff between predictability of outcomes and not incurring transaction costs is known to anyone who has anything to do with hedging, see Nassim Taleb’s Dynamic Hedging: Managing Vanilla and Exotic Options.

It may be objected that this strategy is not strictly living off of one’s income, since half the time our bond prices will instantly go up and no matter what happens making these moves years in advance of the year in which we need the money means fiddling with our account balances anyway. But the goal in retirement investing shouldn’t be never to touch the principal; it should be to never outlive it. If we have more principal than otherwise through adopting this immunization strategy, and we have to draw it down in the target year, that is the strategy working as intended. And, really, if we never intend to touch our principal what is the point of having it?

In general terms, those who refuse on principle to invade their principal, and the conservative Congressmen at Chair Yellen’s hearing, are missing the point. They are analyzing assets in a vacuum, rather than taking into account the liabilities those assets are intended to meet. This is at best a suboptimal method and at worst one that leads to inadequate income, since interest rates are what they are and unless we happen to be Chair Yellen, we have no control over them but can only position ourselves in advance to respond to changes in them. And, since bond immunization works when interest rates rise as well as fall, the current concerns about the impact of the present tapering of quantitative easing suggests this strategy as much as the cutting interest rates and quantitative easing itself did.

It may further be objected that this strategy is complicated, requires a great deal of attention, and often requires a large portfolio to make the additional transaction costs worth the trouble. These objections are certainly valid, but bond immunization can be approximated, which would be better than nothing. And at any rate it is a little galling to me to see Congressmen and old people themselves up in arms because they are apparently unaware that such a strategy exists.

* Image modified from one appearing at


NASB – Banking on a Return to Normalcy

February 5, 2014

Banks are sometimes difficult to get a handle on; the Citigroup 10-K for fiscal year 2007 was over 200 pages long and you could have read every word of it and not found a line reading “Oh, by the way, we’re doomed.” But not every bank is a too-big-to-fail megabank that dabbles in derivatives; the vast majority, by number if not by total assets, are regional banks that go about the ordinary, everyday business of taking in deposits, lending money, and selling those loans to a securitization entity (sorry, some things do change).

NASB Inc. is such a bank, and is worth looking at. It combined a conservative style with a high return on assets, and last year managed a negative provision for loan losses (which is a rare and impressive feat). Now that the taper is on and things are slowly returning to normal, it can reverse its deleveraging plan and get back to the good old days. And in 2007 they might not even have been doomed.

For my full thoughts on the matter, visit


Cott Corporation (COT) – I think not.

December 27, 2013

Like many investors, I’ve always liked used basic company statistics as a screen to identify companies worthy of more in-depth investigation. I readily admit that there are many qualitative aspects to a company that are unlikely to show up in the figures, but on the other hand, a corporation is a device that turns cash into (hopefully) more cash, and so qualitative aspects are important only to the extent that they can be expected to show up in the numbers eventually, and when it comes to stock purchases, a false positive (buying a stock that shouldn’t have been bought) strikes me as more painful than a false negative (not buying a stock that should have been bought), and at any rate, I don’t always have the patience to heed Warren Buffett’s advice to just “start with the A’s”.

However, a screener is only the first step. Although the goal of screening is to identify a company with a high free cash flow yield, the subsequent analysis and digging into the SEC filings and other useful sources is to determine whether the historical performance is likely to be repeated or whether the same is doubtful, because many companies have low multiples for a reason.
open blank soda can6636619Such a company, unfortunately, is Cott Corporation, which produces private-label sodas and other beverages. Although its free cash flow yield based on historical performance is a robust 10% when excess cash is taken into account, the company’s competitive position and the movement against sugared beverages cause me concern as to whether these cash flows will be likely to repeat themselves in future, and the performance during the current fiscal year seems to suggest that things are already beginning to unravel. I know it is a common weakness of analysts that we cannot see two points without drawing a line through them, nor three points without drawing a curve as well, but again, false positives…

Cott corporation’s produces soft drinks, juices and juice products, flavored waters, energy drinks, sports drinks, teas, and some alcoholic beverages as well. It operates in the private-label, or store-brand markets, and has operations in the United States, Canada, and the United Kingdom. The company is the largest private-label producer in the United States and the United Kingdom. Lately the firm been trying to diversify away from carbonated beverages, reducing them from 50.4% of total sales in 2010 to 39.1% in 2012, a goal that has been partially accomplished through acquisitions.

Naturally, much of Cott’s business is concentrated among the large grocery store chains that can sponsor a store brand, with over 10% of its sales coming from Wal-Mart alone. The company uses long-term supply contracts, but apparently its ability to pass increasing costs on to its customers, as the company also relies on futures contracts for aluminum, corn, and sugar, as well as forward contracts for plastics and other ingredients when available.

The company’s market cap as of this writing is $760 million, and based on its latest balance sheet there was $126 million in cash and its noncash current assets exceed its current liabilities, indicating that the cash can be treated as excess. Thus, the market value of Cott’s operating assets is $634 million.

On the free cash flow side, in 2012 sales were $2.251 billion, gross profit was $290 million for a gross margin of 12.9%. Operating income as reported was $110 million, depreciation was $101 million and capital expenditure $75 million, resulting in operating cash flow of $136 million. Interest expense was $56 million, leaving $80 million, which after estimated taxes of 15% (Cott is headquartered in Canada where corporate taxes are lower than in the United States), free cash flow was $68 million, and subtracting $4 million for noncontrolling interests gives free cash flow to shareholders of $64 million. This works out to a free cash flow yield of just above 10%.

In 2011, sales were $2.337 billion, and gross profit $277 million for a gross margin of $11.8%. Operating income as reported was $101 million, depreciation was $99 million and capital expenditures $55 million, plus $2 million in noncash impairments, producing operating cash flow of $147 million. Interest expense was $57 million, leaving $90 million, which is $77 million after estimated taxes. After subtracting noncontrolling interests of $4 million, we have free cash flow to shareholders of $73 million.

In 2010, sales were $1.803 billion, gross profit of $266 million and gross margin of 14.8%. Free cash flow to common shareholders was $64 million.

Cott claims that in 2012 it exited certain low-margin businesses, which lowered sales but expanded margins. It also explains the increased capital expenditure as being part of a vertical integration program. In 2010, Cott acquired a private-label juice company for $500 million, which explains the jump in sales between 2010 and 2011.

As I stated before, the cash flow situation at Cott seems to be unraveling somewhat already as 2013 goes on. During the first three quarters of 2013, sales were $1.612 billion versus $1.773 in 2012, gross profit $198 million versus $229 million and gross margins 12.3% versus 13.2%. Operating income was $74 million versus $93 million, and ultimately free cash flow to shareholders was $49 million versus $58 million. The fourth quarter is typically not a large contributor to earnings, as one expects during winter from a company that sells nice cold drinks.

Normally, I would warn against making too much of the results of a single quarter or year, as the information content of those results often does not explain the wild swings in prices that accompany their release. But what the results do make clear is that Cott Corporation’s margins are unstable, and this will be the case even if Cott does manage to reverse the current decline in earnings. These unstable margins are a telling symptom of Cott’s unenviable competitive position. More than half of its earnings come from only 10% of its customers, and 10% of its sales come from Wal-Mart alone, and anecdotally being a Wal-Mart supplier is said to be a highly frustrating experience. Furthermore, as stated above Cott has difficulty in transmitting changes in input costs to its customers, hence the push towards vertical integration in 2012.

Furthermore, although the company is looking to expand its range of offerings, the largest category of sales are still private-label sodas, which are currently under attack as the cause of obesity, even outside of New York City. Furthermore, sodas are a low-margin business anyway; in 2012, although they represented only 41% of Cott’s sales volume, they were 63% of its physical volume. And unfortunately for Cott, the market for private-label sodas is naturally constrained because of the presence of the leading brands, which are in a position to suck up a great deal of any rebound in the popularity of soda. As Ross Johnson, then-CEO of Nabisco and a fellow Canadian, said years ago in Barbarians at the Gate, he had to sell off Canada Dry because even if the company could walk on water, Pepsi and Coca-Cola are waiting on the other side.

For these reasons, despite the apparently attractive yields of Cott Corporation, I cannot recommend it as a candidate for portfolio inclusion.


Food Stamps and the Price of the Minimum Amount of Food in 1935 England and Today

October 15, 2013
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Catchy title, no?

Anyway, between the government shutdown and the debt crisis, I’ve found looking at investments rather dispiriting, as the ensuing chaos in the markets would override even the soundest of analysis. So, I’ve been keeping my head down by catching up on my reading at least until this all blows over.

One of the things that has been affected since even before the shutdown was the deep cuts to food stamps in a bill passed by the House, and of course with the shutdown and debt ceiling debates still unresolved, the existing federal food benefit programs are also hanging over the abyss.

dates-300x285But this put me in mind of George Orwell’s The Road to Wigan Pier, where the author visits a mining town in the north of England to comment on the dirt and poverty there, and also the nature of public assistance, which in the Depression-era 1935 was a non-trivial subject. One issue that concerned him was a “disgusting” public debate over how small an unemployed person’s food budget had to be without actually causing them to die of malnutrition. One dietitian put it at five shillings, ninepence, while a more generous one had five shillings, nine and a half pence. But it also led to some snooty letters to the editor about how four shillings should be more than sufficient, including a sample menu.

So, out of my own interest, I thought I would see how well this weekly food budget withstands the test of time, and how it compares with the food stamps allowance of today, using my local Safeway as a source.

George Orwell’s original list was

3 wholemeal loaves, 1 shilling
1/2 lb. margarine, 2 1/2 p
1/2 lb. dripping (beef fat), 3 p
1 lb. cheese, 7 p
1 lb. onions, 1 1/2 p
1 lb. carrots, 1 1/2 p
1 lb. broken biscuits, 4 p
2 lb. dates, 6 p
1 tin evaporated milk, 5 p
10 oranges, 5 p

As he says, if one were challenged to extract as much nutrition as possible from four shillings, this would be about it. He also points out that none of these ingredients require cooking (or refrigeration, although in the ’30s that was probably typical), and that trying to live on this regime for any length of time would practically drive one to suicide.

But if we modern people wanted to live on lard-and-raw-onion sandwiches (which were actually a thing, mentioned in The Jungle by Upton Sinclair as the lunch of an impoverished family of meat packers) and the occasional orange for dessert, the prices would be as follows:

3 loaves of bread $3-4.50,
1/2 lb. margarine: $1-1.16
1/2 lb. lard: $1.50
1 lb. cheese: $3-4
1 lb. onions $1.50
1 lb. carrots $1
1 lb. private-label vanilla wafers or animal crackers, $3.25
2 lb. bananas $1.50
1 box of evaporated milk $4.50 for 3 quarts’ worth.
5 lb. of oranges $8.

Total: $28.55-31.21.

I have made some substitutions, obviously. The range of prices in this list deals with whether one gets the club card discount. I have substituted lard for dripping because cow fat is not commonly sold retail. I’m not aware that one can specifically buy broken cookies, so I went with a close analogue. As for the bananas, dates may have been a staple in 1935 but in California they seem to be a luxury item at $8 a pound, while bananas are 69-79 cents a pound depending on the time of year.  Also, I don’t know how much evaporated milk is in a tin, and I suppose that some savings could probably be made in the orange department too, but too many substitutions would defeat the purpose of the comparison. I believe that most of the above foods, apart from the wafers/animal crackers, are not subject to sales tax.

According to the Internet, the average food stamp allowance in California is $149 a month, or $34.38 per average week. Looking up at the total, this food budget does allow for the above menu with an amazing $3-6 a week to spare, although in all fairness one should probably find a way to squeeze in a multivitamin ($9 for 100 pills).

The next question is how well this menu holds up against inflation, and there are two ways of doing it. The first way is to use the British inflation rate since 1935 and then converting it into dollars, and the second way is to convert into dollars in 1935 and to use the American inflation rates. Under the first method, 4 shillings in 1935 are worth 12.04 pounds today, which works out to $19.26. Under the second method, 4 shillings in 1935 were worth almost exactly a dollar, and a dollar in 1935 is worth $17.07 today. In both cases, the inflation-adjusted amount is below the present cost of the food.

I have to say that this result surprises me; I would have expected that advances in food production technology and the Green Revolution in fertilizers would have lowered the overall cost of food, but then again it is commonly criticized that more and more of the cost of food nowadays is the cost of transporting it to the market (especially true of bananas). Still, we in the modern era have the means to grow more food, store it for longer periods without spoiling, and have in the United States a superabundance of food, and yet we are less generous than the British were in the ’30s.

But what concerns me as well is that this menu was proposed not by a dietitian, but by a letter to the editor, which Orwell points out, may not have been genuine because no one could live on such a diet for a significant length of time without going insane. The actual dietitian’s minimum was nearly 50% higher than this weekly expenditure. And yet, based on the current food stamp allowance, which, recall, is itself in imminent danger of being cut off, the proposed menu barely fits at all. In a nation that exports literally millions of tons of food, I am surprised to hear that supplies of food to those on public assistance are lower than they were in the depths of a Depression despite 80 years of progress.