Compounding Life

*note: Bristol-Myers Squibb’s ticker symbol is BMY, however the company refers to itself often as BMS, this can be confusing

I was reading this Fat Pitch Financials post and saw mention of Bristol Myers (BMY) offering their remaining ownership of Mead Johnson (MJN) in exchange for BMY shares.

Bristol Myers did a public offering of MJN earlier this year and the stock has risen nicely since then. Mead Johnson was started in 1905 and aqquired by Bristol Myers in the 1960s.

Quick info about MJN

From their website:

We are Mead Johnson Nutrition — a global leader in infant and children’s nutrition.
We are best known for our Enfamil® and Enfalac® families of infant formulas as well as for our regional children’s nutritional products, including Enfagrow®, Enfapro®, Enfakid®, EnfaSchool®, and Sustagen® in Asia, and Choco Milk® and Cal-C-Tose® in Mexico and Latin America.

I like Mead Johnson because its a boring steady business. Infant formula, while it will probably change in the future is not going away and families are likely to stick with known recognized brands for their children. I think brand recognition in infant formula is a good competive advantage.

The flip side of this of course is that something as serious as infant formula requires the company does not tarnish is brand by producing bad products. It is likely that a recovering from a massive problem with its product could put the company in dire straits. As an investor you should realize the potential risk of things like this regardless of how likely or unlikely they are. There has been one instance of Melamine being found in MJN and others infant formula.

Info about the deal

Bristol Myers owns the majority of MJN (they sold some in a public offering this year). There is a tender offer being made in which BMY will provide up to 0.6313 shares of MJN for each share of BMY tendered. The actual ratio will be determined by an average price over a couple of trading days, in which they will provide $1.11 worth of MJN for each share of BMY (not to exceed to the 0.6313 number). The original tender was supposed to expire Dec. 14th 2009 at midnight. A recent SEC filling indicates they have extended the offer:

From the filling:

Bristol-Myers Squibb and Mead Johnson Announce Amendment and Extension of Exchange Offer
(NEW YORK, December 4, 2009) — Bristol-Myers Squibb Company (NYSE: BMY) and Mead Johnson Nutrition Company (NYSE: MJN) today announced that Bristol-Myers Squibb Company (“BMS”) has amended and extended its offer to exchange up to 170.0 million shares of common stock of Mead Johnson Nutrition Company (“MJN”) for outstanding shares of BMS common stock that are validly tendered and not validly withdrawn at an exchange ratio determined by a formula described in a registration statement filed by MJN on Form S-4 (Reg No. 333-163126).
BMS is amending the offer by:

•Increasing the upper limit on the exchange ratio to 0.6313 shares of MJN common stock per share of BMS common stock from 0.6027 shares of MJN common stock per share of BMS common stock; however, the final exchange ratio may be less than the upper limit;

•Extending the exchange offer’s expiration to 12:00 midnight, New York City time, on December 17, 2009, unless extended or terminated, from December 14, 2009; and

•Amending the current expected three-day period over which the final exchange ratio will be determined to December 11, 14 and 15, 2009 (which previously was expected to be December 8, 9 and 10, 2009).

The final exchange ratio will be announced by press release by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date. BMS and MJN currently expect to issue that press release by December 16, 2009, unless the exchange offer is extended or terminated.
As of December 3, 2009, approximately 1,055,000 shares of BMS common stock have been tendered.

Some Risks

Potential Kicker for BMY holders

Value?

A quick look at the DCF valuation using the OldSchoolValue.com spreadsheet prices it at about $20 fair value assuming 5% growth and 9% discount rate. It currently trades somewhere around $41 a share. One thing to keep in mind here is that due to the fact that MJN is only recently public there is very much historical data about the their growth. If I was really interested in this situation I might research Bristol Myers annual reports for more information. For sake of argument I picked %5 as a somewhat conservative growth rate.

Overall it seems like MJN is still a bit overpriced even if you take into account that you could get %10 discount via the tender offer, unless there is something that can indicate they will grow free cash flow at a high rate.

However if you look at this from an arbitrage perspective it is a potential 10% profit with a very short time frame. This assumes the market continues to value MJN at current levels or higher. If you want more information on this deal I would suggest following the link at the bottom of this post for the online webcast of the conference call.

What about BMY?

On the flip side BMY appears to be undervalued. I pulled it up on the spreadsheet and with %25 MOS (good moat), 9% discount and 0% growth it shows a 27.87 per share value and buy price of $21 to get a margin of safety of %25. If you bump the growth up to 3% the numbers start looking reasonable. The question is will they grow FCF? Well here are some things to keep in mind:

1. They are divesting themselves of all non-core units (hence the MJN spin off) so they will be more focused on their biopharma products. This has been a long standing plan that they have been following through on.

2. Shares that will be retired in the MJN tender will reduce their dividend payout. In the conference call BMY said that the dividend reduction will be larger than loss of dividends they currently get on their MJN shares.

3. Over the past 10 years FCF has been a bit of a roller coaster, but from 2006 to 2008 it has been growing which might mean that management has their act together more and their plan for focusing on biopharma is working.

Useful Links:

Bristol Myers Investor Relations

Listen the to MJN split off conference call

Most recent related SEC filling at the time writing

Summary

I think MJN is overpriced and BMY could warrant further investigation. That being said I might take a small position in MJN to go through the exchange process as a learning experience so I know what to expect in future opportunities.

Disclosure

This is not a recommendation to buy or sell securities or a replacement for your own investment research and due diligence. I have no positions in MJN or BMY at the time of this writing.

At CGI Las Vegas I listened to presentation by John Del Vecchio from Ranger Alternatives. John manages the Ranger short book and has a strong background in accounting forensics. Specifically finding companies with low earnings quality before the market does and building “short” positions based on that information.

In his presentation he referenced some stats from a Blackstar Funds paper on the Russell 3000 index between years 1983-2006.

Russell 3000 stats 1983-2006

39% of stocks were unprofitable investments

18.5% of stocks lost at least 75% of their value

64% of stocks underperformed the Russell 3000

25% of stocks were responsible for all of the market’s gains

Well obviously an enterprising investor after reading this would be diligently researching looking for the %25. If you only invest in those companies you are sure to outperform the market. Well not always…

What a difference a day makes

The paper also gives us a sampling of some of the best performing stocks during that time period and their performance after the peak:

Thoughts

It would be interesting to see of the %25 that made up %100 of the gain in 1983-2006, how many companies would still be worth owning today. Looking at that list there are a couple. Of course there are some that would have resulted in a permanent loss of capital and some that are not permanent losses yet but for which the immediate future is not bright. Lets take a quick look at a couple…

GE

If you had bought GE on 01/03/83 at its closing price of 91.75, split adjusted (48:1) each share would be worth around $670 today. I figure thats about %8.3 compounded annual gain. If you had sold that share before the market drop you would have approximately 3x that amount somewhere around %12.5 compounded annually. Not including dividend payments. While GE is a mess today, its fair to say you could of done worse things than buying a share of GE in 1983.

MSFT

If you had bought MSFT when they went public on 03/13/86 at $28, split adjusted (288:1) each share would be worth around $8000 today. Around %29.3 compounded annually. Not including dividend payments.

Conclusion

This data reinforces a couple of points that I sometimes temporarily forget.

1. If you own a sub par company because it was undervalued when you bought it, sell it when it reaches intrinsic value and take your profit. There is no reason to hold it afterwards because it is likely to fall into the %64 that under perform the market. If you sell it and move on to the next value you will be on your way to out performing the market.

2. Paying a little bit of a premium for a a great business with a great moat and great management can pay off big time.

3. I think people should really call “buy and hold” “due diligence, buy and due diligence hold, rinse repeat”.

As I mentioned in my earlier post I recently read One Up On Wall Street : How To Use What You Already Know To Make Money In The Market by Peter Lynch. Peter Lynch took over the Fidelity Magellan Fund in 1977 when it had $18 million in assets. When he stepped down from managing the fund in 1990 he achieved an averaged %29.2 return and the funds assets sat at $14 billion in assets.

Lynch’s investment style varies quite a bit from the traditional super value investors. Lynch seems more likely to invest in public offerings or companies that have little operating history if he feels they have potential for serious growth. Lynch is willing to take a little risk on situations where there is some uncertainty so some people might call him a “growth” investor. That being said I try to ignore categorizing investors into buckets like “growth” and “value”. Instead I categorize them into two buckets “good” and “not so good”. Looking at his record Lynch falls in the “good” bucket. I can’t imagine how much work it must be to manage a fund with billions of dollars in assets, over 1000 positions and on top of it providing returns that outperform the market.

One point that Lynch makes again and again is that you should always use whatever edge you have over Wall Street. If you work in in a particular industry and have a finger on its heart beat, you have an edge over people sitting in front of a Bloomberg terminal all day who may invest or trade in that sector. In the book Lynch mentions examples of great companies that he identified before Wall Street simply by being a typical consumer. Lynch also mentions some of his follies, such as the sandwich shop he ate lunch at that made a public offering. He bought in because he felt he had an edge on predicting the success of their business. They found out the hard way that their sandwich shop format did not go over well in other cities as the expense of the shareholders who bought the stock offering.

I walked away from Lynch’s book thinking primarily about one thing. What unconventional research tools are available to investors? When I say unconventional I mean anything that gives you information a typical investor or money manager might not get from the annual reports or SEC filings. Here are a few examples of some unconventional and some more conventional but under utilized tools that might help give you an edge.

The Phone

This is not really unconventional, but I think underutilized. I personally have not exercised this option as much as I would like to but I think after reading Lynch’s book I probably will.

Email

Same the idea here. There was a risk arbitrage situation I was interested in and I was trying to get a little more information about when the company expected to complete the transaction. I emailed investor relations at the company supposedly making the purchase and my email to their investor relations address bounced because the person who answered that address was no longer with the company. While this doesn’t give me any information about the merger it could be an indication of how much or little effort they put into informing shareholders. On the flip side I have emailed investor relations at other companies and gotten immediate responses from an actual human being, sometimes with decent answers to my questions! That is always a good sign.

Web stats

In my previous post about IGOI I mentioned that I went to a local retailer to see what their in store marketing and placement looked like. Another bit of research I did was related to their online store. In their conference call from last quarter the CEO mentioned that they are engaging in a more direct to customer marketing campaign. They launched a new online store where customers can buy product directly from the company cutting out the middle man and resulting in higher margins for IGO. When I heard that I decided to go to Alexa and see what they said about traffic going to the IGO website.

Here is what they had to say:

The one thing this tells me is that traffic to their online store is not growing. For a company attempting to reach customers directly I don’t find this encouraging. Another thing I looked at is their online advertising. If I do a google search for IGO, I see an sponsored link for IGO’s website. They are paying to show advertisements for people who search for “igo” even though their site is the first organic (non advertisement) search result. Now if I do a search for “universal laptop power supply” I don’t see an ad for IGO. I refresh a couple of times, still no IGO ad. This makes me wonder if they have a handle on their online advertising campaign. Next I do a search for “netbook power supply” and first time I don’t see an IGO ad, I refresh and I start seeing their ads. At least they are going after netbook customers, but I still get the feeling that if they are really trying to reach more customers directly their online advertising strategy might need some refinement. Any one of these things on their own don’t provide a ton of data, but as you start to add them up you can start to draw a picture of how well the company is aligned with their mission. It is possible that they are just gearing up their online business, in which case now that I have this information I can monitor it accordingly and this can give me an edge on how the company is doing. We already know that they are loosing their biggest customer (Targus) and they need to make revenue up some where. If their Alexa stats start growing this might be an indication that they are on the right track.

Street View

In some cases Google Street View can be a good tool for checking out the company headquarters of smaller companies. Is it a fancy building? Is it a dump? Does it even exist? Unfortunately street view only works in major US cities and this information in a lot of cases could be of minimal use, but you never know what you may find.

Here is the Vaxgen (VXGN) office (I liquidation situation I had a position in):

View Larger Map

Here is a Berkshire Hathaway in Omaha, Nebraska:

View Larger Map

LinkedIn

LinkedIn is a professional social network. Facebook for corporate America. One of the ideas I had for LinkedIn was using it as a tool research company management. If a CEO or other executive is on LinkedIn there is a good chance his or her employment history is on their profile. Are their previous companies still around or did they run them into the ground? This could be a good starting point for finding out more about executives in small companies.

Obviously these tools on their own will not tell you what stocks to buy or sell. However they can potentially provide some value when used in conjunction with your normal investment research.

Seeking Alpha has announced that they have partnered with Zack’s to give contributors a year of free access. Details are in the article. I am interested to check out the research data once I get my account. Zack’s also has a rating system which seems to be one of the main features, however I don’t know how useful I will find it. I generally try to avoid stock ratings and make decisions on my own research and opinions.

Also worthy to note:

In exchange for providing free subscriptions, Zacks requests that articles that quote or are based on Zacks Premium data cite the source via a link to Zacks’ website.

Lately I have been reading the quarterly and annual reports from the “Oak Value Fund”. Not because I am interested in investing in their fund but because they are well written reports that summarize the market weather from the perspective of a value investor and they go into good details about their holdings and their reasons for buying or selling their positions.  

The Oak Value reports are reminiscent of the Berkshire Hathaway annual letter to shareholders but offer yet another perspective because they do not buy entire companies and they will open and close positions more often.

I reiterate, I have no intentions of investing in this fund nor do I make any recommendation that any one else does. I just feel there is some good reading in their reports.  One interesting note is that OAKVX is a fairly small fund with only around 58 million is assets.

Got a tweet from DividendStocks ( website link ) about a dividend increase post on Seeking Alpha. One of the companies increasing their dividend is Wesco Financial  (WSC). WSC is run by Charlie Munger and 80% is of the stock is owned by Berkshire Hathaway.  I have a small position in WSC and while the dividend increase of 1 cent from 0.385 to 0.395 is not very much it is still signifigant because WSC has consistently increased their dividend payment for 37 years.  As the Seeking Alpha article states:

Wesco Financial Corporation is a dividend champion and an achiever

Some people consider WSC to be a mini-BRK but Charlie states his own thoughts on that subject in the 2007 annual letter:

 

Business and human quality in place at Wesco continues to be not nearly as good, all factors considered, as that in place at Berkshire Hathaway.Wesco is not an equally-goodbut-smaller version of Berkshire Hathaway, better because its small size makes growth easier. Instead, each dollar of book value at Wesco continues plainly to provide much less intrinsic value than a similar dollar of book value at Berkshire Hathaway. Moreover, the quality disparity in book value’s intrinsic merits has, in recent years, continued to widen in favor of Berkshire Hathaway.

All that said, we make no attempt to appraise relative attractiveness for investment of Wesco versus Berkshire Hathaway stock at present stock-market quotations.

One interesting thing to note is that from a value perspective WSC is trading at a discount to its cash and book value. Considering who is at the helm I think you can trust their accounting  practices and valuations a lot more than most. 

On a slightly humorous note it looks Wesco and Berkshire do share the same web designer

Burlington Northern Santa Fe has been getting some attention because Buffet has been steadily increasing his position. This past week another  purchase of approximately 4 million shares was reported:

NATIONAL INDEMNITY CO  10% owner 1,800,000 $62.19 $1.11946E8 7.1889E7

NATIONAL INDEMNITY CO  10% owner 681,000        $63.43 $4.31969E7 7.257E7

NATIONAL INDEMNITY CO  10% owner 1,882,000 $61.65 $1.16031E8 7.4452E7

It should be noted that National Indemnity is a Berkshire Hathaway company.  It’s an Omaha based insurance company that Buffet purchased on behalf of Berkshire. If memory serves correct I believe this was one of first insurance companies he purchased and hence the beginning of his “float”  investing career.  The story of Buffett and National Indemnity is covered in some detail in “The Snowball” which I would highly reccomend reading.

The only reason I bring this up is because when reading information about insider purchases and sales you have to keep in mind that it might not always be clear who is purchasing the stock. In this case someone not familiar with Berkshire and it’s history of  buying BNI stock might not realize who is actually making the purchase.  As far as insider information goes InsiderCrow is the best site I have found so far for that info but please let me know if you have any others you use. Insider filings are available from the SEC site, but the search functionality on InsiderCrow is far better.

Back to BNI. Well I think there are two major things to consider:

1. Rail is the cheapest way to move goods across the country. When people start spending money again and gas prices work their way back up (both of which will happen eventually, nay sayers be damned) railroads will be in high demand.

2. Moat. This is a no brainer. When it come to moats railroads have it locked down. The threat to their competitive advantage (Moat) is that a cheaper way to move goods comes along.  

Riding on Coattails

Warren Buffett has talked about “riding on coattails”. Well here is a situation where it may be possible to ride on his.  We know what Berkshire has paid for all of its BNI stock.  So we can come up with an idea of what he considers to be a “fair” price. One thing to keep in mind is that in some cases he bought the stock on “puts” which means he collected a premium for taking on the obligation to buy the stock at a certain price.  In these cases he technically paid less than the price reported because that does not reflect the discount for the premium. 

With recent purchases its obvious he thinks its a good deal in the low 60′s and coincidentally it has also recently hit its 52 week low. But am I saying mimic what he does blindly? No.

 The thing I like about this situation is that I can research BNI on my own, come up with my own valuation for the stock, my own opinion and then compare it to someone elses. This someone else just happens to be far more knowledgable then I am. I am not saying buy a stock just because Buffet buys it.

In alot of cases Buffet gets deals that we can’t. With GE and GS he got high interest perferred shares with lots of consequences in his favor. Those are unique and should not be read as “Buffet is buying GE stock!”. While he is technically buying GE stock he is getting alot more reward and protection than anyone buying their common stock. In this case he is buying BNI common stock without any special deals.  

Risks and other thoughts

There are some things to take in consideration when looking at BNI from the perspective of a personal investor:

1. Buffett has to make large investments. There are great companies selling for great prices right now, alot that will probably make you more money than BNI but they are too small for large investors. This is where you have an advantage over Buffet. BNI is a good long term play but for someone who is not managing billions of dollars there are probably better oportunities. 

2. Buyout. It is possible that Buffett is working his way to a complete purchase of BNI for Berkshire Hathaway. If this happens sooner rather than later you will not get the same return and if it were to happen within a year of your purchase date you could pay higher taxes on your gains. Keep in mind there has been no talk of a buyout, but I think its something to consider. 

Personal thoughts

As I mentioned in a previous post, I look at investing as far more than a vehicle for income. I personally like BNI because I live in South Seattle close to alot of rail activity so I constantly get a personal real life view of my holdings and I derive much joy from that.

I am not going to go into detail about the Puget Sound Energy deal, it has been covered in depth in many other places which I will list at the end of this post. 

But I wanted to bring it up because it was my first taste of risk arbitrage. I started my initial position in PSD (PSE’s ticker symbol is PSD, confusing) around a month ago.  The deal gives all share holders $30 a share cash in exchange for their shares. So the idea is quite simple buy it for less than $30, the deal goes through you get your cash and profit. The reason merger deals are called “risk” arbitrage is well… because there is risk. In true arbitrage you have two simultaneous markets with different prices and you have essentially a risk free profit. 

The risk is that the deal had to be approved by the Washington UTC and this had not happened a month ago. In fact it just happened this week. In addition some of the communities in WA are not in favor of the merger hence there was risk that this could prevent the UTC from approving it.

On the downside if the deal did not get approved I was quite content with holding the stock and collecting dividends in the event that I could not sell it for a profit in the short term. For someone who might not want their money tied up in the long term, the downside is different. 

Interestingly enough with news of the approval the stock traded Wednesday below the sale price so there was still an option to make a quick very low risk profit.  It will be interesting to see if it continiues to trade at this price tomorrow on Friday. 

Mucho thanks to the Old School Value Blog for consistently posting updates on this deal.

PSD Merger at OldSchoolValue

Puget Sound Energy Website

Dry shipping is the industry in which dry comodity goods are moved around the world in large boats.  There are quite a few publicly traded companys that operate and lease  boats for this purpose.  The company that I follow the closest is Paragon Shipping (PRGN). 

There a quite few people on the PRGN google finance discussion boards. The majority are quite polite and provide each other with great information on the company and also the industry in general. However stock discussion boards are littered with trolls that post just to get a rise out of people or some cases post in an attempt to scare people into selling their positions or pumping up penny stocks. 

So a couple of us on the board have setup a google group that we hope will be a great place to carry on our discussion and have better tools to deal with unfriendly posters. You have to request an invitation to join if you are interested. We are doing this just as a small barrier to entry and have no plans to make the group exclusive in any way shape or form.